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EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this Quarterly Report of SilverSun Technologies, Inc. (the “Company”), on Form 10-Q for the quarter endedJune 30, 2011, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Mark Meller, Principal Accounting Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that: Such Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in such Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 4, 2011 By: /s/Mark Meller Mark Meller Principal Accounting Officer SilverSun Technologies, Inc.

  Exhibit 10.3 NEWFIELD EXPLORATION COMPANY DEFERRED COMPENSATION PLAN JULY 26, 2007     NEWFIELD EXPLORATION COMPANY DEFERRED COMPENSATION PLAN AS AMENDED AND RESTATED AS OF JULY 26, 2007      WHEREAS, NEWFIELD EXPLORATION COMPANY, adopted the NEWFIELD EXPLORATION COMPANY DEFERRED COMPENSATION PLAN (the “Plan”) effective as of April 1, 1997 and last amended it effective as of January 1, 2005;      WHEREAS, the Committee has reserved to itself in Section 10.4 the power to      WHEREAS, the Committee desires to make certain additional amendments to the Plan to bring it into compliance with Section 409A of the Internal Revenue Code July 26, 2007, to read as follows:     TABLE OF CONTENTS               Page   I. Definitions and Construction     1             1.1 Definitions     1   1.2 Number and Gender     3   1.3 Headings     3             II. Participation     3             2.1 Participation     3   2.2 Cessation of Active Participation     3             III. Account Credits     3             3.1 Base Salary Deferrals     3   3.2 Bonus Compensation Deferrals     4   3.3 Special Rule for Performance-Based Compensation Bonus     4   3.4 Effect of 401(k) Plan Hardship Withdrawal     5   3.5 Company Deferrals     5   3.6 Earnings Credits     5             IV. Vesting and In-Service Distributions     6             4.1 Vesting     6   4.2 In-Service Distributions     6             V. Payment of Benefits     7             5.1 Payment Election Generally     7   5.2 Special Rule for 409A Transition Period Elections     7   5.3 Time of Benefit Payment     7   5.4 Form of Benefit Payment     7   5.5 Failure to Elect Form of Payment     7   5.6 Death     8   5.7 Acceleration of Payment     8   5.8 Designation of Beneficiaries     9   5.9 Unclaimed Benefits     9   5.10 Delay of Payments Under Certain Circumstances     9                 10             6.1 Committee Powers and Duties     10   6.2 Self-Interest of Members     10   6.3 Claims Review     10   6.4 Company to Supply Information     11   6.5 Indemnity     11             VII. Administration of Funds     12             7.1 Payment of Expenses     12   7.2 Trust Fund Property     12   i                 Page   VIII. Nature of the Plan     12             IX. Participating Employers     13             X. Miscellaneous     13             10.1 Not Contract of Employment     13   10.2 Alienation of Interest Forbidden     13   10.3 Withholding     13   10.4 Amendment and Termination     14   10.5 Severability     14   10.6 Governing Laws     14   10.7 Change of Control     14   10.8 Compliance with Section 409A     14   ii   I. Definitions and Construction Company for a Member that is credited with amounts determined in accordance with Article III of the Plan. As of any determination date, a Member’s benefit under the Plan shall be equal to the amount credited to his Account as of such date. A Member shall have a 100% nonforfeitable interest in his Account at all times.     not include (A) any merger, consolidation, reorganization, sale, lease, Persons that were wholly owned, directly or indirectly, by the Company immediately prior to such event or (B) any event that is not a “change in control” for purposes of Section 409A. For purposes of this definition, “Person” trust, incorporated or unincorporated organization or association or other legal      Committee: The Compensation & Management Development Committee of the Board.      Company Deferrals: Deferrals made by the Company on a Member’s behalf year; provided, however, that the first Plan Year shall begin on April 1, 1997 and shall end on December 31, 1997. rulings thereunder. the Company or any affiliate of the Company that would be considered a single March 31, 2006, the identification date is December 31, 2004. Thereafter, the 1, 2006, the identification date is December 31, 2005. Specified Employees shall 2   increments thereto.      Trustee: The trustee or trustees appointed by the Committee who are II. Participation However, for periods on or after January 1, 2007, Members are those employees of the Company who are designated by the Committee as eligible to participate in the Plan. The Committee shall notify each employee who is a Member. the employee ceases to be a Member. Any such Committee action shall be action. III. Account Credits plan maintained by the Company, such individual 3   may elect to defer receipt of a percentage of his Base Salary for such Plan Year no later than 30 days after he first becomes a Member. Such election shall apply only to a pro rata portion of his Base Salary for such Plan Year based upon the number of days remaining in such Plan Year after the date of the election divided by 365 (or 366 if a leap year). Any such election after December 31, 2004 shall be effective for payroll periods commencing after the date of the election. Base Salary for a Plan Year not deferred by a Member pursuant to this Section 3.1 shall be received by such Member in cash except as provided by any other plan maintained by the Company. Deferrals of Base Salary under the Plan shall be made before elective deferrals or contributions of Base Salary under any other plan maintained by the Company. Deferrals of Base Salary made by a Member for a Plan Year shall be credited to such Member’s Account as of the date the Base Salary deferrals would have been received by such Member in cash had no deferrals been made pursuant to this Section 3.1. Except as provided in Section 3.4, deferral elections of Base Salary for a Plan Year pursuant to this Section 3.1 shall be irrevocable through the end of the Plan Year for which they are made. Exploration Company 2003 Incentive Compensation Plan for a Plan Year. A separate election may be made with respect to each type of Bonus Compensation (current or deferred) that otherwise would be paid in cash. A Member’s election to defer receipt of a percentage of his Bonus Compensation for any Plan Year shall be Compensation must be made in 2006. Notwithstanding the foregoing, (1) a Member’s election to defer receipt of a percentage of his Bonus Compensation for the Plan Year beginning April 1, 1997, may be made on or before March 31, 1997 and (2) if any individual initially becomes a Member other than on the first day of a Plan Plan Year divided by 365. Deferrals of Bonus Compensation under this Plan shall any other plan maintained by the Company. Bonus Compensation deferrals made by a that the Company offers bonus compensation that constitutes “performanced-based compensation” 4   within the meaning of Section 409A, a Member may elect at least 6 months before the end of a performance period to defer an integral percentage of from 1% to 100% of his performance-based compensation bonus for services performed during a performance period; provided that (i) the performance period must be at least 12 months; (ii) performance criteria are established in writing not later than 90 days after commencement of the performance period; (iii) the Member must be a Member continuously from the date upon which the performance criteria for the particular performance period were established through the date of his election; and (iv) at the time of the election, the performance-based compensation bonus is not substantially certain to be paid or is not readily ascertainable. Deferrals of performance-based compensation under this Plan shall be made before elective deferrals or contributions of performance-based compensation under any other plan maintained by the Company. Performance-based compensation deferrals made by a Member shall be credited to such Member’s Account as of the date the performance-based compensation would have been received by such Member had no deferral been made pursuant to this Section 3.3. Except as provided in Section 3.4, deferral elections of performance-based compensation for a Plan Year pursuant to this Section 3.3 shall be irrevocable.      3.4 Effect of 401(k) Plan Hardship Withdrawal or Unforseeable Emergency. to the Company’s 401(k) plan shall automatically be cancelled effective period. Committee, such Member has experienced a severe financial hardship resulting from an illness or accident of the Member, the spouse of the Member or a Member’s property due to casualty, or other similar extraordinary and the Member. the maximum elective contributions under the Newfield Exploration Company 401(k) Section 409A. Company Deferrals made on a Member’s behalf shall be credited to his Account in accordance with the procedures established from time to time by the Committee.      3.6 Earnings Credits. As of the last day of each calendar quarter, a balance of such Member’s 5   Account for each day during such calendar quarter and utilizing an interest rate equal to for periods before 2003, the prime-based borrowing rate option established in the Company’s revolving credit facility (or in the absence thereof the prime rate of interest of The Chase Manhattan Bank, N.A. or its successor) and for periods after 2002 and before 2007 the highest coupon rate paid on the Company’s public debt. Interest shall be computed as the average on a daily basis using a 365 or 366 day year as the case may be, and the actual the calendar quarter for which such interest is payable. So long as there is any balance in a Member’s Account, such Account shall continue to receive earnings credits pursuant to this Section 3.6.      Beginning January 1, 2007, the Committee from time to time shall select one or more investment funds that will serve as hypothetical investment options for a Member’s Account (“phantom investment funds”). The Committee may establish limits on the portion of an Account that may be hypothetically invested in any phantom investment fund or in any combination of phantom investment funds. Each Member shall elect pursuant to procedures established by the Committee to treat the amounts credited to his Account as if they were invested in one or more phantom investment funds (a “phantom investment election”). A Member may change his phantom investment election in accordance with the Committee’s procedures. Any phantom investment election shall be effective only if made in accordance with the Committee’s procedures. The Committee shall cause the Member’s Account to be adjusted for any earnings and losses as if it were invested in accordance with the Member’s phantom investment election. Such adjustments shall be made until his Account is distributed in full. IV. in this Section 4.2, in-service distribution shall not be permitted under the Plan, and Members shall not be permitted to make withdrawals from the Plan prior to Separation from Service from the Company. Effective January 1, 2007, a Member may request that the Committee distribute all, or a part of, his Account balance to him if he experiences severe financial hardship resulting from an illness or accident of the Member, the spouse of the Member or a dependent (as defined in as a result of events beyond the control of the Member. The Committee shall have the sole discretion to determine whether to grant a Member’s withdrawal request under this Section 4.2 and the amount to distribute to the Member; provided, however, that no hardship distribution shall be made to a Member under this Section 4.2 to the extent that such hardship is or may be relieved (i) through the Member’s assets, to the extent the liquidation of the Member’s assets would elections under this Plan. The amount of any distributions pursuant to this Section 4.2 shall be limited to the amount necessary to meet the hardship, plus month following the determination by the Committee that a hardship 6   V. Payment of Benefits      5.1 Payment Election Generally. In conjunction with the compensation deferral elections made by a Member pursuant to Sections 3.1, 3.2 or 3.3 (as modified by Section 3.4), such Member shall elect the form of payment with respect to such compensation deferral, the Company Deferrals attributable thereto, and the earnings credited thereto. Any such election shall be irrevocable once made. provisions of Section 5.1, during a period in 2006 specified by the Committee, Members shall have a one-time opportunity to change their payment elections in accordance with applicable Section 409A transition guidance; provided that a Member cannot in 2006 defer payments that the member otherwise would receive in 2006 or cause payments that otherwise would be made in a subsequent year to be made in 2006. Account, including all compensation deferrals, the Company Deferrals attributable thereto, and the earnings credited thereto, on the 30th day following the date of the Member’s Separation from Service or, if such date is 6 months after the date of the Member’s Separation from Service or on the next than 10 years. (which is $15,500 for 2007), the Account shall be paid in a lump sum. Notwithstanding the foregoing, in the event that payments under 7   this Plan are required to be aggregated with payments under any other “account balance” plan maintained by the Company in order to comply with the requirements of Section 409A, all payments under this Plan shall be made in a lump sum. of payment of a compensation deferral, such compensation deferral, the Company credited to such Member’s Account, such amounts shall be paid to such Member’s designated beneficiary or beneficiaries at the time set forth in Section 5.3 and in the form elected by the Member pursuant to Section 5.4, or if no election has been made, pursuant to Section 5.5. However, the Member’s designated beneficiary or beneficiaries may request a lump sum payment, to the extent the beneficiary experiences a severe financial hardship resulting from an illness or accident, loss of the property due to casualty, or other similar extraordinary and the beneficiary. The Committee shall have the sole discretion to determine of the distribution.      5.7 Acceleration of Payment. The Committee, in its sole discretion, may accelerate the payment of Member’s Account balance to the Member, or his designated beneficiary in the event of his death, in a lump sum cash payment as soon as administratively practicable after the Committee determines that such acceleration is necessary under one or more of the following: Section 409A;      (d) to the extent that the Committee determines that the Plan fails to 8   under Section 409A.      5.8 Designation of Beneficiaries. (a) Each Member shall have the right to Account in the event of his death. Each such designation shall be made by executing the beneficiary designation form prescribed by the Committee and filing it with the Committee. Any such designation may be changed at any time by execution of a new designation in accordance with this Section 5.8.      If no such designation is on file with the Committee at the time of the determined by the Committee, then the designated beneficiary or beneficiaries to receive the distribution shall be as follows: to such surviving spouse; or no administration of such Member’s estate.      5.9 Unclaimed Benefits. If the Committee is unable to locate a Member or beneficiary entitled to a distribution hereunder, upon the Committee’s determination thereof, such Member’s or beneficiary’s Account shall be forfeited to the Company. Notwithstanding the foregoing, if subsequent to any such forfeiture the Member or beneficiary to whom such distribution is payable makes a valid claim for such distribution, such forfeited Account shall be restored, without the crediting of interest subsequent to the forfeiture, and the balance of such Account shall be distributed to such Member or beneficiary as soon as administratively practicable. by Section 409A, the Committee, in its discretion, may delay payment to a date circumstances: Law. Payment will be delayed where the Committee reasonably anticipates that the law; provided that the delayed payment is made at the earliest date at which the such violation. 9   VI. Administration of the Plan      6.1 Committee Powers and Duties. The general administration of the Plan shall be vested in the Committee. The Committee shall supervise the Plan; Service with the Company, and the reason for such Separation from Service;      6.2 Self-Interest of Members. No member of the Committee shall have any is so disqualified to act and the remaining members cannot agree, the remaining members of the Committee shall appoint a temporary substitute member to exercise all the powers of the disqualified member concerning the matter in which he is disqualified. 10        (c) Provide a description of any additional material or information necessary for the Member, his beneficiary, or representative to perfect the Member, his beneficiary, or a representative of such Member or beneficiary desires to have such denial or modification reviewed, he must, within sixty days request for review by the Committee of its initial decision. In connection with sixty days following such request for review the Committee shall, after required, written notice of the extension shall be furnished to the Member, beneficiary, or the representative of such Member or beneficiary prior to the commencement of the extension period. relating to each Member’s compensation, age, retirement, death, or other cause of termination of employment and such other pertinent facts as the Committee may require. The Company shall advise the Trustee, if any, of such of the foregoing facts as are deemed necessary for the Trustee to carry out the Trustee’s duties under the Plan and the Trust Agreement. When making a determination in connection with the Plan, the Committee shall be entitled to rely upon the 11   VII. Administration of Funds and expenses of the Committee, may be paid by the Company and, if not paid by Agreement. The Committee shall maintain one or more Accounts in the name of each Member, but the maintenance of an Account designated as the Account of a Member shall not mean that such Member shall have a greater or lesser interest than that due him by operation of the Plan and shall not be considered as segregating any funds or property from any other funds or property contained in the commingled fund. No Member shall have any title to any specific asset in the VIII. Nature of the Plan by the Plan and to encourage and assure their continued service with the Company by making more adequate provision for their future retirement security. The Plan Plan benefits herein provided are to be paid out of the Company’s general assets. The Plan constitutes a mere promise by the Company to make benefit payments in the future and Members have the status of general unsecured      The Committee, in its sole discretion, may establish the Trust and direct the duty to inform the Trustee in writing if the Company becomes insolvent. Such notice given under the preceding sentence by any party shall satisfy all of the parties’ duty to give notice. When so informed, the Trustee shall suspend payments to the Members and hold the assets for the benefit of the Company’s general creditors. If the Trustee receives a written allegation that the Company is insolvent, the Trustee shall suspend payments to the Members and hold the determine within the period specified in the Trust Agreement whether 12   IX. Participating Employers      The Committee may designate any entity or organization eligible by law to participate in this Plan as an Employer by written instrument delivered to the Secretary of the Company and the designated Employer. Such written instrument shall specify the effective date of such designated participation, may incorporate specific provisions relating to the operation of the Plan which submission of information to the Committee required by the terms of or with modified so as to increase the obligations of an Employer only with the consent of such Employer, which consent shall be conclusively presumed to have been given by such Employer upon its submission of any information to the Committee required by the terms of or with respect to the Plan. Except as modified by the Committee in its written instrument, the provisions of this Plan shall be hereunder shall be paid by the Employer which employs the particular Member, if not paid from the Trust Fund. X. Miscellaneous equitable proceedings.      10.3 Withholding. All deferrals and payments provided for hereunder shall be subject to applicable withholding and other deductions as shall be required of the Company under any applicable local, state or federal law. 13        10.4 Amendment and Termination. The Committee may from time to time, in its rights of a Member with respect to amounts already allocated to his Account except that an amendment to change phantom investment options or an amendment that the Committee determines is necessary or desirable to comply with Section 409A shall not require the consent of any Member. The Committee may terminate the Plan at any time. Any such amendment to or termination of the Plan shall be in writing and signed by a member of the Committee.      10.5 Severability. If any provision of this Plan shall be held illegal or      10.6 Governing Laws. All provisions of the Plan shall be construed in      10.7 Change of Control. Notwithstanding any provision of this Plan to the contrary, the Company, by resolution of the Committee, shall have the full discretion and power to terminate the Plan within 30 days preceding or 12 months after a Change of Control of the Company and, in the event of such termination, the Company shall distribute each Member’s account within 12 months of the date of such termination.      10.8 Compliance with Section 409A. The Company intends that this Plan by its terms and in operation meet the requirements of Section 409A so that compensation deferred under this Plan (and applicable investment earnings) shall not be included in income under Section 409A. Any ambiguities in this Plan shall be construed to effect this intent. If any provision of this Plan is found to be in conformity with Section 409A, or shall be deemed excised from this Plan, and this Plan shall be construed and enforced to the maximum extent permitted by the Section 409A as if such provision had been originally incorporated in this Plan incorporated in this Plan, as the case may be. 14

EXHIBIT 10.1 CREDIT AGREEMENT among EGL, INC. and as the Borrowers, SOUTHTRUST BANK, as Co-Agent and as TABLE OF CONTENTS     Page ARTICLE I.   DEFINITIONS AND ACCOUNTING TERMS 1 1.01   Defined Terms 1 1.02   Other Interpretive Provisions 23 1.03   Accounting Terms 24 1.04   24 1.05   Additional Alternative Currencies 25 1.06   Change of Currency 25 1.07   Rounding 26 1.08   Times of Day 26 1.09   Letter of Credit Amounts 26 ARTICLE II.   26 2.01   Revolving Loans 26 2.02   27 2.03   Letters of Credit 28 2.04   Swing Line Loans 37 2.05   Prepayments 40 2.06   41 2.07   Repayment of Loans 41 2.08   Interest 42 2.09   Fees 43 2.10   43 2.11   Evidence of Debt 43 2.12   44 2.13   46 ARTICLE III.   47 3.01   Taxes 47 3.02   Illegality 49 3.03   Inability to Determine Rates 49 3.04   50 3.05   Compensation for Losses 51 3.06   Migration Obligations; Replacement of Lenders 52 3.07   Survival 52 ARTICLE IV.   53 4.01   53 4.02   55 ARTICLE V.   REPRESENTATIONS AND WARRANTIES 55 5.01   55 5.02   Authorization; No Contravention 56 5.03   56 i 5.04   Binding Effect 56 5.05   56 5.06   Litigation 57 5.07   No Default 57 5.08   57 5.09   Environmental Compliance 57 5.10   Insurance 57 5.11   Taxes 57 5.12   ERISA Compliance 58 5.13   Subsidiaries; Equity Interests 58 5.14   58 5.15   Disclosure 59 5.16   Compliance with Laws 59 5.17   59 5.18   Common Enterprise 60 5.19   Solvent 60 ARTICLE VI.   AFFIRMATIVE COVENANTS 60 6.01   Financial Statements 60 6.02   Certificates; Other Information 61 6.03   Notices 62 6.04   Payment of Obligations 63 6.05   63 6.06   Maintenance of Properties 63 6.07   Maintenance of Insurance 63 6.08   Compliance with Laws 64 6.09   Books and Records 64 6.10   Inspection rights 64 6.11   Use of Proceeds 64 6.12   Further Assurances 64 6.13   Subsidiaries 64 ARTICLE VII.   NEGATIVE COVENANTS 65 7.01   Liens 65 7.02   Investments 66 7.03   Indebtedness 66 7.04   Fundamental Changes 67 7.05   Dispositions 67 7.06   Restricted Payments 68 7.07   68 7.08   Transactions with Affiliates 69 7.09   Burdensome Agreements 69 7.10   Use of Proceeds 69 7.11   Financial Covenants 69 7.12   Subordinated Debt 69 ii ARTICLE VIII.   69 8.01   Events of Default 69 8.02   71 8.03   Application of Funds 72 ARTICLE IX.   ADMINISTRATIVE AGENT 73 9.01   Appointment and Authority 73 9.02   Rights as a Lender 73 9.03   Exculpatory Provisions 73 9.04   Reliance by Administrative Agent 74 9.05   Delegation of Duties 74 9.06   Resignation of Administrative Agent 75 9.07   76 9.08   76 9.09   76 9.10   Guaranty Matters 77 ARTICLE X.   MISCELLANEOUS 77 10.01   Amendments, Etc. 77 10.02   78 10.03   80 10.04   80 10.05   Payments Set Aside 82 10.06   Successors and Assigns 82 10.07   86 10.08   Right of Setoff 86 10.09   Interest Rate Limitation 87 10.10   87 10.11   87 10.12   Severability 87 10.13   Replacement of Lenders 88 10.14   88 10.15   Waiver of Jury Trial 89 10.16   USA PATRIOT Act Notice 90 10.17   Joint and Several Liability 90 10.18   Contribution and Indemnification Among the Borrowers 90 10.19   Agency of the Parent for Each Other Borrower 91 10.20   Judgment Currency 91 10.21   Designated Senior Debt 92 10.22   ENTIRE AGREEMENT 92 SIGNATURES   S-1 iii SCHEDULES 1.01 Existing Letters of Credit 2.01 Commitments and Applicable Percentages 5.05 5.13 7.01 Existing Liens 7.02 Existing Investments 7.03 Existing Indebtedness 7.08 Transactions with Affiliates 10.02 EXHIBITS Form of A Assignment and Assumption B Compliance Certificate C Guaranty D Revolving Note E Revolving Loan Notice F Swing Line Note G Swing Line Loan Notice iv CREDIT AGREEMENT This CREDIT AGREEMENT ("Agreement") is entered into as of September 15, 2004, among each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), SOUTHTRUST BANK, as Co-Agent, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, EGL, INC., a Texas corporation (the "Parent"), EGL EAGLE GLOBAL LOGISTICS, LP, a Delaware limited partnership ("Eagle"), CIRCLE INTERNATIONAL, INC., a Delaware corporation ("Circle"), SCG, THE SELECT CARRIER GROUP, LP, a Delaware limited partnership ("SCG"), and EGL TRADE SERVICES, INC., a Delaware corporation ("Trade") (Parent, Eagle, Circle, SCG and Trade are individually referred to as a "Borrower", and collectively referred to herein as the "Borrowers"). forth herein. ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1.01 "Accommodation Payment" has the meaning specified in Section 10.18. "Acquisition" means the acquisition by any Person of (a) a majority of the another Person, in each case (i) whether or not involving a merger or a "Acquisition Consideration" means the consideration given by the Parent or any connection with such Acquisition by the Parent or any of its Subsidiaries. Schedule 10.02, with respect to such currency, or such other address or account 1 "Agreement Currency" has the meaning specified in Section 10.20. "Allocable Amount" has the meaning specified in Section 10.18. "Alternative Currency" means each of Euro and each other currency (other than Dollars) that is approved in accordance with Section 1.05. "Applicable Law" means (a) in respect of any Person, all provisions of Laws contracts made or performed in the State of Texas, "Applicable Law" shall also 2 Applicable Rate   Pricing Level Leverage Ratio Commitment Fee Eurodollar Rate + Letter of Credit Base Rate +   1 < 1.00:1 0.200% 0.750% 0.000%   2 0.250% 1.000% 0.000%   3 0.300% 1.250% 0.000%   4 0.350% 1.500% 0.000%   5 >2.50:1 0.375% 1.750% 0.250% required to have been delivered.  The Applicable Rate in effect from the Closing Date through the date that a Compliance Certificate is delivered pursuant to Section 6.02(a) for the fiscal quarter ending September 30, 2004 shall be payment. substantially the form of Exhibit A or any other form approved form approved by the Administrative Agent. the Parent and its Subsidiaries for the fiscal year ended December 31, 2003, and 3 "AutoBorrow Agreement" means that certain agreement between the Borrower and America's AutoBorrow program. change. "Borrowing" means a Revolving Borrowing or a Swing Line Borrowing, as the context may require. closed in, New York, New York or the state where the Administrative Agent's "Capital Expenditures" means any expenditure by the Parent or any Subsidiary for an asset which will be used in a year or years subsequent to the year in which the expenditure is made and which asset is properly classifiable in relevant financial statements of such Person as property, equipment or improvements, fixed assets, or a similar type of capital asset in accordance with GAAP. "Cash Equivalents" means (a) Dollars; (b) securities issued or directly and instrumentality thereof or any state having maturities of not more than 180 days; (c) certificates of deposit, LIBOR time deposits, bankers' acceptances with maturities not exceeding 180 days and overnight bank deposits, in each case with any Lender or any domestic commercial bank or US branch of a foreign commercial bank having capital and surplus in excess of $250 million and a Thompson Bank Watch Rating of "B" or better; (d) repurchase obligations with a term of not more than 4 seven days for underlying securities of the types described in clauses (b) and specified in said clause (c); (e) commercial paper having the highest rating obtainable from Moody's or S&P and in each case maturing within 180 days after the date of acquisition or a fund which purchases such commercial paper; and (f) mutual funds that purchase the types of investments referred to in (a) (a) the Securities Exchange Act of 1934, but excluding (i) any employee benefit plan and (ii) any Crane Family Member) becomes the "beneficial owner" (as defined in right"), whether such right is exercisable immediately or only after the passage (b) (c) except as allowed by Section 7.04, any Loan Party (other than the Parent) shall cease to be a Wholly-Owned Subsidiary of the Parent; or 5 (d) any "Change of Control" as defined in any Indebtedness of the Parent or any of its Subsidiaries shall occur. Agreement. Exhibit B. "Consolidated EBIT" means, for any period, for the Parent and its Subsidiaries Consolidated Net Income:  (i) Consolidated Interest Charges for such period, and the Parent and its Subsidiaries for such period, and minus (b) to the extent foreign income tax credits of the Parent and its Subsidiaries for such period. "Consolidated EBITDA" means, for any period, for the Parent and its Subsidiaries on a consolidated basis, an amount equal to the sum of (a) Consolidated EBIT for such period, plus (b) to the extent deducted in calculating Net Income, (i) depreciation and amortization expense for such period and (ii) other expenses of the Parent and its Subsidiaries reducing Consolidated Net Income (c) to the extent included in calculating Net Income, all non-cash items acceptances, bank guaranties, surety bonds and obligations in respect of custom duties, (d) all obligations in respect of the deferred purchase price of through (e) above of Persons other than the Parent or any Subsidiary, and non-recourse to the Parent or such Subsidiary; provided, however, Guarantees in respect of (i) surety bonds and 6 (ii) custom duty obligations shall not be included in the calculation of Consolidated Funded Indebtedness unless and until a claim is made in respect thereof. "Consolidated Interest Charges" means, for any period, for the Parent and its discount, fees, charges and related expenses of the Parent and its Subsidiaries extent treated as cash interest in accordance with GAAP. "Consolidated Net Funded Indebtedness" means, as of any date of determination, an amount equal to the remainder of (a) Consolidated Funded Indebtedness as of such date minus (b) the aggregate amount of unrestricted cash of the Parent and its Subsidiaries as of such date in excess of $50,000,000. "Consolidated Net Income" means, for any period, for the Parent and its Subsidiaries (excluding extraordinary gains and losses) for that period. "Consolidated Net Worth" means, as of any date of determination, consolidated shareholders' equity of the Parent and its Subsidiaries as of that date "Convertible Subordinated Debt Documents" means (a) the certain Indenture dated as of December 7, 2001, between the Parent and JPMorgan Chase Bank, as Trustee and (b) the certain First Supplemental Indenture dated December 7, 2001, between the Parent and JPMorgan Chase Bank, as Trustee. "Convertible Subordinated Notes" means the certain 5% Convertible Subordinated Notes due December 15, 2006, executed and delivered by the Parent in the original aggregate principal amount of $100,000,000 pursuant to the terms of the Convertible Subordinated Debt Documents. "Crane Family Member" means, collectively, James R. Crane, his estate, spouse, lineal descendants, the James R. Crane foundation and legal representatives of any of the foregoing and the trustee of any bona fide trust of which one or more of the foregoing are the sole beneficiaries or the grantors thereof. Credit Extension. 7 generally. Event of Default. associated therewith. "Dividends" means any dividend or other distribution (whether in cash, Interest of the Parent or any Subsidiary. Currency. (ii) unless an Event of Default has 8 "Eligible Assignee" shall not include the Borrower or any of the Borrower's Affiliates or Subsidiaries. currency. systems. profits based bonus program, in) such Person, all of the warrants, options or "Equity Interest Repurchase" means any payment (whether in cash, securities or of capital to the Parent's stockholders, partners or members (or the equivalent Person thereof). of the Code (and 9 reason, then the "Eurodollar Rate" for such Interest Period shall be the rate Interest Period would be offered by Bank of America's London Branch to major "Eurodollar Rate Loan" means a Revolving Loan that bears interest at a rate 10 December 20, 2001 among the Parent, certain Subsidiaries of the Parent, Bank of America, as agent, and a syndicate of lenders, as amended, modified and supplemented. "Existing Letters of Credit" means those Letters of Credit set forth on Schedule 1.01. Agent. "Fee Letter" means the letter agreement, dated July 13, 2004 among the Parent, "Foreign Subsidiary" means each Subsidiary that is not a Domestic Subsidiary. States. 11 corresponding meaning. "Guarantors" means, collectively, each Domestic Subsidiary that is not a Borrower. "Guaranty" means the Guaranty made by the Guarantors in favor of the "Highest Lawful Rate" means at the particular time in question the maximum rate Law, any Lender is permitted to charge on the Obligations shall change after the date hereof, the Highest Lawful Rate shall be automatically increased or each change in the Highest Lawful Rate without notice to the Borrower.  For purposes of determining the Highest Lawful Rate under Applicable Law, the indicated rate ceiling shall be the lesser of (a)(i) the "weekly ceiling", as that expression is defined in Section 303.003 of the 12 Texas Finance Code, as amended, or (ii) if available in accordance with the terms thereof and at the Administrative Agent's option after notice to the Borrower and otherwise in accordance with the terms of Section 303.103 of the Texas Finance Code, as amended, the "annualized ceiling" and (b)(i) if the amount outstanding under this Agreement is less than $250,000, twenty-four percent (24%), or (ii) if the amount under this Agreement is equal to or greater (a) instruments; (b) (c) (d) (e) (f) (g) dividends; and (h) 13 "Interest Coverage Ratio" means, as of any date of determination, for the Parent and its Subsidiaries, on a consolidated basis, the ratio of (a) Consolidated EBIT to (b) Consolidated Interest Charges, in each case for the items set forth in clauses (a) and (b) above for the period of four consecutive fiscal quarters that: (i) (ii) (iii) issuance). 14 "Issuer Documents" means with respect to any Letter of Credit, the Letter Credit the L/C Issuer and the Borrowers (or any Subsidiary) or in favor of the L/C "Judgment Currency" has the meaning specified in Section 10.20. Dollars. thereof. Administrative Agent. of credit or a standby letter of credit.  Letters of Credit may be issued un 15 "Letter of Credit Sublimit" means an amount equal to $75,000,000.  The Letter of EBITDA for the period of the four fiscal quarters most recently ended.  For purposes of calculating the Leverage Ratio as of any date, Consolidated EBITDA shall be calculated on a pro forma basis (as certified by the Parent to the in form of a Revolving Loan or a Swing Line Loan. Letter, the Guaranty, each Compliance Certificate, each Revolving Loan Notice and each Swing Line Loan Notice. "Loan Parties" means, collectively, the Borrowers and each Guarantor. Parties, or any of them, or the Parent and its Subsidiaries taken as a whole; "Maturity Date" means (a) September 15, 2009 or (b) such earlier date as (i) the Agreement. 16 "Notes" means the Revolving Loan Notes and the Swing Line Note. other Loan Document. "Outstanding Amount" means (i) with respect to Revolving Loans and Swing Line 17 "Permitted Acquisition" means any Acquisition that satisfies each of the following requirements: (a) requested to be made in connection therewith, no Default exists or will exist or would result therefrom; (b) if after giving effect to such Acquisition, the Leverage Ratio at such time or on a pro forma basis, shall be greater than 2.00 to 1.00, the aggregate Acquisition Consideration for all Acquisitions during such time shall not exceed 100% of EBITDA for the previous four consecutive fiscal quarters; (c) (d) occurrence of a Material Adverse Effect; (e) if such Acquisition results in a Domestic Subsidiary, (i) such Subsidiary shall execute a Guaranty and (ii) the Administrative Agent, on behalf of the Lenders, shall have received board resolutions, officer's certificates, opinions of counsel and Organization Documents with respect to such Subsidiary as the Administrative Agent shall reasonably request in connection with such Guaranty; and (f) related line of business as that conducted by the Parent and its Subsidiaries on the date hereof  or (ii) in a business that is ancillary and in furtherance of the line of business as that conducted by the Parent and its Subsidiaries on the date hereof. or other entity. Affiliate. "Property" means any interest of the Borrower or any Subsidiary in any kind or 18 financial officer, or treasurer of a Loan Party.  Any document delivered such Loan Party. "Restricted Investment" means any of the following:  (a) acquisitions of equipment to be used in the business of the Parent or any Subsidiary so long as the acquisition costs thereof constitute Capital Expenditures permitted hereunder; (b) acquisitions of inventory in the ordinary course of business of the Parent or any Subsidiary; (c) acquisitions of other current assets acquired in the ordinary course of business of the Parent or any Subsidiary; (d) Cash Equivalents; (e) Swap Contracts entered into for the purpose of hedging interest payable under this Agreement; (f) investment in mutual funds substantially all clause (d) preceding; (g) Equity Interests Repurchases; (h) Permitted Acquisitions; (i) investments consisting of intercompany loans between a Loan Party and a Loan Party or investments in the Equity Interests of a Loan Party by a Loan Party; (j) existing investments listed on the attached Schedule 7.02; and (k) other Investments not listed in clause (a) through clause (j) preceding in an aggregate amount at any time not exceeding $25,000,000. "Restricted Payment" means (a) any Dividend, (b) any Equity Interest Repurchase, and (c) any payment or prepayment of principal, interest, premium or penalty in respect of any Indebtedness or any defeasance, redemption, purchase, repurchase or other acquisition or retirement for value, in whole or in part, of any Indebtedness. "Revaluation Date" means with respect to any Letter of Credit, each of the 19 Existing Letters of Credit, September 1, 2004 and (e) such additional dates as Lenders shall require. "Revolving Note" means a promissory note made by the Borrowers in favor of a of Exhibit D. "Revolving Loan Notice" means a notice of (a) a Revolving Borrowing, (b) a Alternative Currency. "Solvent" means, with respect to any Person, as of any date of determination, date, 20 of such Person on its debts as such debts become absolute and matured, and that, as of such date, such Person will be able to pay all liabilities of such Person as such liabilities mature and such Person does not have unreasonably small believed to be reasonable by such Person acting in good faith. "Subordinated Debt" means all indebtedness, liabilities, and obligations owing by the Parent or any Subsidiary pursuant to any Subordinated Debt Documents. "Subordinated Debt Documents" means collectively, (a) the Convertible Subordinated Debt Documents, the Convertible Subordinated Notes and all other agreements, certificates, documents, and instruments executed or delivered by the parties thereto in connection therewith, respectively, and (b) all other the Parent or any Subsidiary evidencing unsecured Indebtedness of the Parent or any Subsidiary which has maturities and terms, and which is subordinated to Agent and the Required Lenders, and in each such case described in clauses (a) and (b) preceding, any renewals, modifications, or amendments thereof which are the Parent. 21 "Swap Obligations" means any and all obligations owed by any Loan Party to any Lender or any Affiliate in respect of a Swap Contract. Lender). Section 2.04. "Swing Line Note" means a promissory note made by the Borrowers in favor of a of Exhibit F. Exhibit G. payments in Euro. thereto. 22 "UFTA" has the meaning specified in Section 10.18. plan year. "Wholly-Owned Subsidiary" when used to determine the relationship of a Equity Interests (other than directors' qualifying shares) of which shall at the time be owned by such Person or one or more of such Person's Wholly-Owned Subsidiaries or by such Person and one or more of such Person's Wholly-Owned Subsidiaries. 1.02 (a) 23 (b) (c) (d) Section 7.11 shall be deemed to have occurred as of any date of determination 1.03 Accounting Terms.   (a) (b) 1.04 24 (b) determined by the Administrative Agent or the L/C Issuer as the case may be. 1.05 specifically listed in the definition of "Alternative Currency;" provided that case of any request with respect to the issuance of Letters of Credit, such Issuer. (b) requested currency. (c) specified in the preceding sentence shall be deemed to be a refusal by the L/C Issuer to permit Letters of Credit to be issued in such requested currency.  If Agent shall promptly so notify the Borrower.  Any specified currency of an Currencies specifically listed in the definition of "Alternative Currency" shall only. 1.06 25 (b) Euro. (c) currency. 1.07 number). 1.08 1.09 ARTICLE II. 2.01 any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount 26 further provided herein. 2.02 (a) Each Revolving Borrowing, each conversion of Revolving Loans from one Type to thereof.  Except as provided in Sections 2.03(c) and 2.05(c), each Borrowing of (whether telephonic or written) shall specify (i) whether such Borrower is applicable, the duration of the Interest Period with respect thereto.  If such if such Borrower fails to give a timely notice requesting a conversion or to the applicable Eurodollar Rate Loans.  If a Borrower requests a Borrowing of, (b) Following receipt of a Revolving Loan Notice, the Administrative Agent shall so received available to the Borrower requesting such Borrowing in like funds as received by the Administrative 27 the date the Revolving Loan Notice with respect to such Borrowing is given by above. (c) Required Lenders. (d) (e) After giving effect to all Revolving Borrowings, all conversions of Revolving the same Type, there shall not be more than six Interest Periods in effect with 2.03 Letters of Credit.   (a) (i) of any Borrower, and to amend Letters of Credit previously issued by it, in of Credit issued for the account of any Borrower and any drawings thereunder; Amount of all Swing Line Loans, shall not exceed such Lender’s Commitment, and a Letter of Credit shall be deemed to be a 28 upon and reimbursed.  Without any further action of the Borrower or any other Person, all Existing Letters of Credit shall be deemed to have been issued pursuant hereto and from and after the Closing Date shall be subject to and (ii) (A) subject to Section 2.03(b)(iii), the expiry date of such of such requested (B) date. (iii) if: (A) (B) L/C Issuer related to letters of credit generally; (C) (D) Alternative Currency; 29 (E) (F) such Letter of Credit contains any provisions for automatic reinstatement of the (G) has entered into satisfactory arrangements with the Borrower requesting such Letter of Credit or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender. (iv) (v) Credit. (vi) (b) (i) request of the Borrower requesting the issuance or amendment thereof delivered received by the L/C Issuer and the Administrative Agent (A) not later than Dollars, and (B) not later than 11:00 a.m. at least five Business Days prior to Letter of Credit denominated in an Alternative Currency; or in each case such a particular instance in their sole discretion.  In the case of a request for an initial issuance of a 30 matters as the L/C Issuer may require.  Additionally, such Borrower shall may require. (ii) of Credit for the account of such Borrower or enter into the applicable (iii) thereof, the L/C Issuer will also deliver to the Borrower requesting the issuance or amendment thereof and the Administrative Agent a true and complete (c) (i) for whose account such Letter of Credit was issued and the Administrative Agent Currency, the Borrower for whose account such Letter of Credit was 31 issued shall reimburse the L/C Issuer in such Alternative Currency unless such Borrower fails to so reimburse the L/C Issuer by such time, the Alternative Currency) (the "Unreimbursed Amount"), and the amount of such Lender's Applicable Percentage thereof.  In such event, such Borrower shall be (ii) Dollars, at the Administrative Agent's Office for Dollar-denominated payments in to have made a Base Rate Loan to such Borrower in such amount.  The Dollars. (iii) Section 4.02 cannot be satisfied or for any other reason, such Borrower shall be 32 bear interest at the Default Rate.  In such event, each Lender's payment to the (iv) (v) Each Lender's obligation to make Revolving Loans or L/C Advances to reimburse that each Lender's obligation to make Revolving Loans pursuant to this than delivery by a Borrower of a Revolving Loan Notice).  No such making of an (vi) (d) Repayment of Participations. (i) 33 Advance was outstanding) and in Dollars in the same funds as those received by the Administrative Agent. (ii) (e) including the following: (i) (ii) the Parent or any Subsidiary may have at any time against any beneficiary or any any unrelated transaction; (iii) (iv) 34 (v) relevant Alternative Currency to the Borrowers or in the relevant currency markets generally; or (vi) a defense available to, or a discharge of, the Parent or any Subsidiary. The Borrower who shall have requested a Letter of Credit or an amendment thereto with such Borrower's instructions or other irregularity, such Borrower will immediately notify the L/C Issuer.  The Borrower shall be conclusively deemed to (f) not, preclude any Borrower's pursuing such rights and remedies as it may have which may 35 prove to be invalid or ineffective for any reason. (g) (ii) In addition, if the Administrative Agent notifies the Borrowers at any time that (iii) (iv) Section 8.02(c), "Cash Collateralize" means to pledge and deposit with or America. (h) (i) Letter of Credit Fees.  The Borrowers shall pay to the Administrative Agent for Credit equal to Applicable Rate times the Dollar Equivalent of the daily amount  Letter of Credit Fees shall be (i) computed on a 36 (j) a fronting fee (i) with respect to each Letter of Credit, at the rate specified in the Fee Letter, computed (A) with respect to each commercial Letter of Credit, on the Dollar Equivalent of the amount of such Letter of Credit and payable upon the issuance thereof, and (B) with respect to each standby Letter of Credit, on the Dollar Equivalent of the daily amount available to be drawn demand, and (ii) with respect to any amendment of a Letter of Credit increasing Borrower requesting such amendment and the L/C Issuer, computed on the amount of with Section 1.09.  In addition, the Borrowers shall pay directly to the L/C (k) 2.04 Swing Line Loans. (a) the Revolving Loans of any Lender, plus such 37 (b) Borrowing Procedures.  Each Swing Line Borrowing shall be made upon a Borrower's Officer of the Borrower requesting such Swing Line.  Promptly after receipt by the amount of its Swing Line Loan available to the Borrower requesting such Swing Line at its office by crediting the account of such Borrower on the books of the Swing Line Lender in immediately available funds.  In the event of any conflict between the terms hereof and the terms of the AutoBorrow Agreement with respect to the administration of the borrowing, funding and repayment of the Swing Line Loans between the Borrower and the Swing Line Lender, the terms of the AutoBorrow Agreement shall control.  In all other matters related to Swing Line Loans, including the obligations of the Lenders to purchase participations in the Swing Line Loans, the terms of this Agreement shall control. (c) (i) 38 Line Lender shall furnish the Borrowers with a copy of the applicable Revolving (ii) participation in the relevant Swing Line Loan and each Lender's payment to the (iii) error. (iv) Each Lender's obligation to make Revolving Loans or to purchase and fund risk conditions set 39 (d) Repayment of Participations. (i) Lender. (ii) (e) this Section 2.04 to refinance such Lender's Applicable Percentage of any Swing (f) Swing Line Lender. 2.05 Prepayments. (a) 40 of the amount of such Lender's Applicable Percentage of such prepayment.  If respective Applicable Percentages. (b) therein. (c) Commitments then in effect, the Borrowers shall immediately prepay Loans and/or 2.06 Termination or Reduction of Commitments.  The Borrowers may, upon notice to the 2.07 Repayment of Loans.   (a) The Borrowers shall repay to the Lenders on the Maturity Date the 41 (b) The Borrowers shall repay each Swing Line Loan on the Maturity Date. 2.08 Interest. (a) Interest Period at a rate per annum equal to the lesser of (x) the Highest Lawful Rate and (y) the Eurodollar Rate for such Interest Period plus the equal to the lesser of (x) the Highest Lawful Rate and (y) the Base Rate plus (b) (i) rate per annum at all times equal to the lesser of (x) the Default Rate and (y) the Highest Lawful Rate, to the fullest extent permitted by Applicable Law. (ii) at a fluctuating interest rate per annum at all times equal to the lesser of (x) the Default Rate and (y) the Highest Lawful Rate, to the fullest extent (iii) equal to the lesser of (x) the Default Rate and (y) the Highest Lawful Rate, to (iv) (c) 42 2.09 Section 2.03: (a) (b) Other Fees.   (i) The Borrowers shall pay to the Arranger and the Administrative Agent for their (ii) The Borrowers shall pay to the Lenders such fees as shall have been separately whatsoever. 2.10 absent manifest error. 2.11 Evidence of Debt. (a) the interest 43 (b) manifest error. 2.12 (a)  Except as otherwise expressly provided herein and except with respect to the payment of a drawing under a Letter of Credit denominated in an Alternative payment is owed, at the applicable Administrative Agent's Office in Dollars and Borrower hereunder with respect to a drawing under a Letter of Credit Agent, for the account of the L/C Issuer, at the applicable Administrative Agent's Office in such Alternative Currency and in Same Day Funds not later than herein) of payment with respect to principal and interest on Loans in like funds as received by wire transfer to such Lender's Lending Office.  All payments payments in Dollars or (ii) after the Applicable Time specified by the 44 (b) (i) proposed date of any Revolving Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Revolving Borrowers the amount of such interest paid by the Borrower for such period.  If Agent. (ii) compensation. any 45 error. (c) available to the Borrowers by the Administrative Agent because the conditions to without interest. (d) (e) 2.13 (i) (ii) 46 ARTICLE III. 3.01 Taxes. (a) (b) (c) Indemnification by the Borrowers.  The Borrowers shall indemnify the Administrative Agent, each Lender and the L/C Issuer, within 20 days after attributable to amounts payable under this Section) imposed upon and paid by the (d) satisfactory 47 (e) following is applicable: (i) party, (ii) (iii) (iv) (f) Section, it shall 48 promptly pay to such Borrower an amount equal to such refund (but only to the 3.02 through the Administrative Agent (which notice shall state in reasonable detail the reasons therefor together with a statement that other borrowers with similar Eurodollar Rate Loans are being treated similarly), any obligation of such 3.03 Revolving Borrowing of Base Rate Loans in the 49 amount specified therein. 3.04 (a) Increased Costs Generally.  If any Change in Law shall (i) (ii) Issuer); or (iii) (b) of return on such Lender's or the L/C Issuer's capital or on the capital of such 50 (c) (i) include a written explanation of such additional cost or reduction and a statement that such costs affect other borrowers of such Lender or the L/C Issuer who are similarly situated and (ii) be conclusive absent manifest error. thereof. (d) thereof). (e) notice. 3.05 (a) otherwise); (b) 51 (c) any failure by any Borrower to make payment of any drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on any (d) Section 10.13; which such funds were obtained or from the performance of ay foreign exchange 3.06 (a) designation or assignment. (b) Section 10.13. 3.07 Survival.  All of the Borrowers' obligations under this Article III shall Obligations hereunder. 52 ARTICLE IV. 4.01 (a) (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrowers; (ii) a Revolving Note executed by the Borrowers in favor of each Lender requesting a Revolving Note; (iii) the Swing Line Note executed by the Borrowers in favor of the Swing Line Lender; (iv) (v) Material Adverse Effect; (vi) a favorable opinion of Marta Johnson, in-house counsel to the Loan Parties, reasonably request; (vii) a certificate of a Responsible Officer or Secretary of each Loan Party either effect, 53 (viii) a certificate signed by a Responsible Officer of the Parent certifying (A) that (ix) being released; (x) of the Parent most recently ended prior to the Closing Date, signed by a (xi) Administrative Agent, the Swing Line Lender, the L/C Issuer, or the Required (b) (c) Administrative Agent). (d) The Closing Date shall have occurred on or before September 16, 2004. (e) There shall not have occurred a material adverse change (i) in the business, assets, properties, liabilities (actual or contingent), operations, conditions (financial or otherwise) or prospects of the Loan Parties, or any of them, or the Parent and its Subsidiaries, taken as a whole, since December 31, 2003 or (ii) in the facts and information regarding such entities as represented by the Parent or any of its Subsidiaries, or any representatives of any of them, to date. (f) knowledge of the Parent or any of its Subsidiaries, threatened, in any court or before any arbitrator or governmental authority that could reasonably be 54 4.02 Request for Credit Extension (other than a Revolving Loan Notice requesting only (a) The representations and warranties of the Parent and each other Loan Party Section 6.01. (b) (c) requirements hereof. (d) In the case of a Letter of Credit to be denominated in an Alternative Currency, exchange controls which in the reasonable opinion of the L/C Issuer would make Alternative Currency. Eurodollar Rate Loans) submitted by any Borrower shall be deemed to be a Extension. ARTICLE V. REPRESENTATIONS AND WARRANTIES that: 5.01 operation of properties or the conduct 55 Material Adverse Effect. 5.02 5.03 5.04 5.05 (a) (b) The unaudited consolidated balance sheet of the Parent and its Subsidiaries dated June 30, 2004, and the related consolidated statements of income or 56 contingent, of the Parent and its consolidated Subsidiaries as of the date of and Indebtedness. (c) 5.06 pending or, to the knowledge of the Parent, threatened or contemplated, at law, the Parent or any of its Subsidiaries or against any of their properties or 5.07 No Default.  Neither the Parent nor any Subsidiary is in default under or with 5.08 Ownership of Property; Liens.  Each of the Parent and each Subsidiary has good Parent and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01. 5.09 Environmental Compliance.  The Parent and its Subsidiaries conduct in the and as a result thereof the Parent has reasonably concluded that such 5.10 Insurance.  The properties of the Parent and its Subsidiaries are insured with Parent, in such amounts, with such deductibles and covering such risks as are operates. 5.11 Taxes.  The Parent and its Subsidiaries have filed all Federal, state and other assessment 57 against the Parent or any Subsidiary that would, if made, have a Material any tax sharing agreement with any Person other than another Loan Party or a Subsidiary thereof. 5.12 ERISA Compliance. (a) (b) (c) 5.13 Subsidiaries; Equity Interests.  As of the Closing Date, the Parent has no of all Liens.  The Parent has no equity investments in any other corporation or  All of the outstanding Equity Interests in the Parent have been validly issued 5.14 (a) 58 more than 25% of the value of the assets (either of the Parent only or of the Parent and its Subsidiaries on a consolidated basis) subject to the provisions agreement or instrument between the Borrowers and any Lender or any Affiliate of be margin stock. (b) None of the Parent, any Person Controlling the Parent, or any Subsidiary (i) is 5.15 Disclosure.  The Parent has disclosed to the Administrative Agent and the information, the Parent represents only that such information was prepared in 5.16 Compliance with Laws.  Each of the Parent and each Subsidiary is in compliance 5.17 Intellectual Property; Licenses, Etc.  The Parent and its Subsidiaries own, or of any other Person.  To the best knowledge of the Parent, no slogan or other of the Parent, threatened, which, either individually or in the aggregate, could 59 5.18 Common Enterprise.  The operations of the Parent and its Subsidiaries require financing on a basis such that the credit supplied can be made available from time to time to the Parent and various of its Subsidiaries, as required for the continued successful operation of the Parent and its Subsidiaries as a whole.  The Borrowers have requested the Lender to make credit available hereunder primarily for the purposes set forth in Section 6.11 and generally for the purposes of financing the operations of the Parent and its Subsidiaries.  The Parent and each of its Subsidiaries expects to derive benefit (and the Board of Directors (or other similar governing body) of the Parent and each of its Subsidiaries has determined that such Subsidiary may reasonably be expected to by the Lenders hereunder, both in its separate capacity and as a member of the group of companies, since the successful operation and condition of the Parent and each of its Subsidiaries is enhanced by the continued successful performance of the functions of the group as a whole.  The Borrowers acknowledge that, but for the agreement by each of the Guarantors to execute and deliver the Guaranty, the Administrative Agent and the Lenders would not have made available the credit facilities established hereby on the terms set forth herein. 5.19 Solvent.  Each Borrower is, and the Parent and its Subsidiaries are on a ARTICLE VI. AFFIRMATIVE COVENANTS shall remain outstanding, the Parent shall, and shall (except in the case of the 6.01 Lenders: (a) fiscal year of the Parent, a consolidated and consolidating balance sheet of the statements of shareholders' equity and consolidated statements of cash flows for and (b) fiscal quarter of each fiscal year of the Parent, a consolidated and consolidating balance 60 operations, consolidated statements of shareholders' equity and consolidated shareholders' equity and cash flows of the Parent and its Subsidiaries in absence of footnotes. Section 6.02(c), the Parent shall not be separately required to furnish such 6.02 Required Lenders: (a) (b) (c) promptly after the same are publicly available, copies of each annual report, (d) (e) thereof; and (f) 61 Parent posts such documents, or provides a link thereto on the Parent's website which such documents are posted on the Parent's behalf on an Internet or compliance by the Parent with any such request for delivery, and each Lender non-public information with respect to the Borrowers or its securities) (each, a "Public Lender").  The Borrowers hereby agree that (w) all Borrower Materials and state securities laws; (y) all Borrower Materials marked "PUBLIC" are Investor." 6.03 (a) 62 (b) default under, a Contractual Obligation of the Parent or any Subsidiary; the Parent or any Subsidiary and any Governmental Authority; or (iii) the Environmental Laws; (c) of the occurrence of any ERISA Event; and (d) of any material change in financial reporting practices by the Parent or any Subsidiary; 6.04 are being maintained by the Parent or such Subsidiary; (b) all lawful claims Indebtedness. 6.05 Adverse Effect. 6.06 6.07 such amounts as are customarily carried under 63 6.08 6.09 the Parent or such Subsidiary, as the case may be. 6.10 may do any of the foregoing at the expense of the Parent at any time during 6.11 obligations in respect of the Existing Credit Agreement, (b) to redeem or convert the Convertible Subordinated Notes and make Dividends, and Equity Interest Repurchases to the extent permitted hereunder, (c) for working capital and Capital Expenditures to the extent permitted hereunder, (d) for general (e) to make Permitted Acquisitions. 6.12 Further Assurances.  At any time or from time to time upon reasonable request by the Administrative Agent, the Parent shall or shall cause any of the Parent's Subsidiaries to execute and deliver such further documents and do such other effect fully the purposes of this Agreement and the other Loan Documents and to provide for payment of the Obligations in accordance with the terms of this 6.13 Subsidiaries.  Within ten days after the time that any Person becomes a Domestic Subsidiary as a result of the creation of such Subsidiary or a Permitted Acquisition or otherwise, then, unless such Domestic Subsidiary is merged into a Borrower or a Guarantor (with such Borrower or such Guarantor being the surviving Person) prior to the expiration of such ten-day period, (a) such Subsidiary shall execute a Guaranty of the Obligations, and (b) the Lenders shall receive such board resolutions, officer's certificates, corporate and other documents and opinions of counsel as the Administrative Agent shall reasonably request in connection with the actions described in subsection (a) above.   64 ARTICLE VII. NEGATIVE COVENANTS 7.01 than the following: (a) (b) (c) Liens for taxes, fees, assessments, or other charges of a Governmental Authority which are not delinquent or statutory Liens for taxes, fees, assessments or other charges of a Governmental Authority in an amount not to exceed $5,000,000; provided that the payment of such taxes which are due and payable is being to which adequate financial reserves have been established in accordance with GAAP on the applicable Person's books and records and a stay of enforcement of (d) Liens consisting of deposits made in the ordinary course of business in connection with, or to secure payment of, obligations under worker's arising under ERISA or Environmental Laws) or surety or appeals bonds, or to (e) warehousemen, landlords, and other similar Persons, provided that if any such Lien arises from the nonpayment of such claims or demands when due, such claims or demands do not exceed $1,000,000 in the aggregate; (f) Liens constituting encumbrances in the nature of reservations, exceptions, other similar title exceptions or encumbrances affecting any real property, provided that any such Liens do not in the aggregate materially detract from the value of such real property or materially interfere with its use in the ordinary conduct of a Borrower's business; (g) Liens which constitute purchase money Liens and secure Indebtedness permitted under Section 7.03(e), provided that (i) such Liens do not encumber any property 65 thereby secured does not exceed the cost or fair market value, whichever is (h) Liens arising from judgments and attachments or pre-judgment attachments in connection with court proceedings, provided that the attachment or enforcement of such Liens would not result in an Event of Default hereunder and such Liens are being contested in good faith by appropriate proceedings, adequate financial reserves have been established on the applicable Person's books and records in accordance with GAAP, no material property is subject to a material risk of loss or forfeiture, the claims in respect of such Liens are fully covered by insurance (subject to ordinary and customary deductibles), and a stay of execution pending appeal or proceeding for review is in effect; and (i) Liens not otherwise referred to in clauses (a) through (h) above securing Indebtedness, including all Indebtedness secured by Liens referred to in clauses (a) through (h) above, not to exceed $25,000,000 in aggregate principal amount. 7.02 Investments.  Make any Investments, except Restricted Investments. Notwithstanding anything in this Section 7.02 or Section 7.03 or elsewhere in this Agreement to the contrary, in no event shall aggregate Investments made after the Closing Date in all Subsidiaries that are not Loan Parties, including Investments as a results of Acquisitions and loans and advances, exceed 15% of Consolidated Net Worth. 7.03 except: (a) (b) (c) (d) obligations (contingent or otherwise) of the Parent or any Subsidiary existing purpose of 66 speculation or taking a "market view;" and (ii) such Swap Contract does not (e) Indebtedness of the Parent or any Subsidiary in respect of capital leases and (f) Indebtedness owing by any Loan Party to another Loan Party for intercompany advances for working capital in the ordinary course of business; (g) subject to Section 7.02, Indebtedness owing by any Foreign Subsidiary to any Loan Party for intercompany advances for working capital in the ordinary course of business; and (h) Indebtedness owing by any Foreign Subsidiary to another Foreign Subsidiary for intercompany advances for working capital in the ordinary course of business. 7.04 (a) Any Subsidiary may merge with (i) a Borrower, provided that such Borrower shall Subsidiary that is not a Borrower, the Guarantor shall be the continuing or surviving Person; and (b) Subject to Section 7.05, any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or to Guarantor, then the transferee must either be a Borrower or a Guarantor. 7.05 Disposition, except: (a) (b) (c) applied to the 67 (d) Dispositions of property by any Subsidiary to a Borrower or to Guarantor; (e) (f) Dispositions by the Parent and its Subsidiaries not otherwise permitted under value of all assets Disposed of in reliance on this clause (f) from and after the Closing Date shall not exceed 10% of the total book value of all assets of of the Parent; 7.06 (a) each Subsidiary may make Restricted Payments to a Borrower, the Guarantors and (b) the Parent and each Subsidiary may declare and make dividend payments or other (c) the Parent and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests; (d) the Parent and each Subsidiary may make scheduled payments of principal and interest on Indebtedness; (e) the Borrower may redeem or convert the Convertible Subordinated Notes; and (f) the Borrower may pay Dividends and make Equity Interest Repurchases, provided that, if after giving effect to any proposed Dividend or Equity Interest Repurchase the Leverage Ratio at such time or on a pro forma basis shall be greater than 2.00 to 1.00, the aggregate amount of Dividends paid and Equity Interest Repurchases made during such time shall not exceed 50% of EBITDA for the immediately preceding four fiscal quarters. 7.07 and its 68 incidental thereto. 7.08 Transactions with Affiliates.  Except as set forth on Schedule 7.08, enter into any transaction of any kind with any Affiliate of the Borrower (other than a Guarantor), whether or not in the ordinary course of business, other than on 7.09 Subsidiary to make Restricted Payments to a Borrower or any Guarantor or to otherwise transfer property to a Borrower or any Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of a Borrower or (iii) of a Borrower or 7.10 7.11 Financial Covenants. (a) Maximum Leverage Ratio.  Permit the Leverage Ratio at any time during any period of four fiscal quarters of the Parent to be greater than 3.00 to 1.00. (b) Minimum Interest Coverage Ratio.  Permit the Interest Coverage Ratio as of the 7.12 Subordinated Debt.  Amend or modify any Subordinated Debt Document without the ARTICLE VIII. 8.01 (a) herein, and in the currency required hereunder any amount of principal of any 69 (b) Specific Covenants.  The Parent or any Subsidiary fails to perform or observe (c) Other Defaults.  The Parent or any Subsidiary fails to perform or observe any (d) or therewith shall be incorrect or misleading when made or deemed made in any material respect; or (e) (f) instituted without the 70 (g) Inability to Pay Debts; Attachment.  (i) The Parent or any Subsidiary becomes (h) Judgments.  There is entered against the Parent or any Subsidiary (i) a final in effect; or (i) Multiemployer Plan or the PBGC in an aggregate amount in excess of $1,000,000, Plan in an aggregate amount in excess of $1,00,000; or (j) (k) 8.02 (a) (b) presentment, 71 (c) (d) 8.03 held by them; 72 Sixth, to payment of Swap Obligations, ratably among the Guarantied Parties (as defined in the Guaranty) in proportion to the respective amounts described in this clause Sixth held by them; and ARTICLE IX. ADMINISTRATIVE AGENT 9.01 Appointment and Authority.   Issuer, and neither the Borrowers nor any other Loan Party shall have rights as 9.02 business with the Parent or any Subsidiary or other Affiliate thereof as if such 9.03 Agent: (a) (b) 73 applicable law; and (c) circumstances as provided in Sections 10.01 and 8.02)) or (ii) in the absence of Administrative Agent. 9.04 9.05 Document by or 74 as Administrative Agent. 9.06 the right, in consultation with the Parent, to appoint a successor, which shall Lender.  Upon the acceptance of a successor's appointment as Administrative 75 9.07 9.08 the Bookrunners, Arrangers or Co-Agent listed on the cover page hereof shall 9.09 (a) proceeding; and (b) and 10.04. 76 proceeding. 9.10 (a) to release any Guarantor from its obligations under the Guaranty (i) upon termination of all Letters of Credit, (ii) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, or (iii) subject to Lenders; and ARTICLE X. MISCELLANEOUS 10.01 consent shall: (a) each Lender; (b) (c) (d) obligation of the Borrower to pay interest or Letter of 77 (e) (f) amend Section 1.06 or the definition of "Alternative Currency" without the (g) each Lender; or (h) release all or substantially all of the Guarantors from the Guaranty without the of such Lender. 10.02 (a) (i) Lender to the address, telecopier number, electronic mail address or telephone 78 (ii) (b) or communications. (c) Borrowers, the Administrative Agent and the L/C Issuer and the Swing Line Lender. (d) Issuer, each Lender and the Related Parties of each of 79 10.03 10.04 (a) Credit. (b) INDEMNIFICATION BY THE BORROWERS.  THE BORROWERS SHALL INDEMNIFY THE BEING CALLED AN "INDEMNITEE") AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE), AND SHALL INDEMNIFY AND HOLD HARMLESS EACH INDEMNITEE FROM ALL FEES AND TIME CHARGES AND DISBURSEMENTS FOR ATTORNEYS WHO MAY BE EMPLOYEES OF ANY INDEMNITEE, INCURRED BY ANY INDEMNITEE OR ASSERTED AGAINST ANY INDEMNITEE BY ANY THIRD PARTY OR BY THE 80 NON-APPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR (Y) RESULT FROM A CLAIM BROUGHT BY ANY BORROWER INDEMNITEE'S OBLIGATIONS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, IF SUCH BORROWER OR SUCH LOAN PARTY HAS OBTAINED A FINAL AND NON-APPEALABLE JUDGMENT IN (c) Reimbursement by Lenders.  To the extent that the Borrowers for any reason fail Administrative 81 (d) thereby. (e) (f) 10.05 10.06 Successors and Assigns.   (a) obligations hereunder 82 (b) (i) (ii) (iii) (iv) fee of $3,500 (provided that no processing fee shall be required for any assignment by a Lender to any of its Affiliates), and the Eligible Assignee, 83 Administrative Questionnaire. (c) of the Borrower, shall maintain at the Administrative Agent's Office a copy of (d) (other than a natural person or the Parent or any of the Parent's Affiliates or this Agreement. 84 (e) (f) (g) Act. (h) above, Bank of America may, (i) upon 30 days' notice to the Borrowers and the Issuer and all L/C 85 10.07 officers, employees, agents, advisors, external auditors and representatives (it case of information received from the Parent or any Subsidiary after the date 10.08 any other Loan Document to 86 to notify the Borrowers and the Administrative Agent promptly after any such 10.09 Documents shall not exceed Highest Lawful Rate.  If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Highest Lawful Agent or a Lender exceeds the Highest Lawful Rate, such Person may, to the 10.10 10.11 10.12 enforceability of the 87 10.13 or if any Lender is a Defaulting Lender then the Borrowers may, at their sole (a) (b) (c) thereafter; and (d) cease to apply. 10.14 (a) WITH, THE LAW OF THE STATE OF TEXAS. (b) The parties hereto agree that Chapter 346 (other than Section 346.004) of the Texas Finance Code (which regulates certain revolving credit accounts and revolving tri-party accounts) shall not apply to the Loans or the other Obligations. 88 (c) SUBMISSION TO JURISDICTION.  EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY JURISDICTION. (d) (e) 10.15 PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE AGENT OR 89 BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND OTHER LOAN DOCUMENTS BY, AMONG 10.16 the Act. 10.17 Joint and Several Liability.  All Loans and Letters of Credit, upon funding and issuance, shall be deemed to be jointly funded to and received by, or issued for the account of, as the case may be, the Borrowers.  Each Borrower jointly and proceeds of the Credit Extensions are used, allocated, shared, or disbursed by or among the Borrowers themselves, or the manner in which the Administrative Agent and/or any Lender accounts for such Credit Extensions on its books and Administrative Agent and/or any lender under this Agreement, regardless of which Borrower actually receives the Credit Extensions hereunder or the amount of such Credit Extensions received or the manner in which the Administrative Agent and/or such Lender accounts for such Credit Extensions on its books and records. several liability of the Borrowers hereunder with respect to Credit Extensions made to ay of the other Borrowers hereunder, such Borrower waives, until the the Administrative Agent and/or any Lender now has or may hereafter against any other Borrower, any other Loan Party, or any other endorser or any guarantor of participate in, any security or collateral given to the Administrative Agent and/or any Lender to secure payment of the Obligations or any other liability of any Loan Party or other Loan Party to the Administrative Agent and/or any Lender. 10.18 Contribution and Indemnification Among the Borrowers.  Each Borrower is Agreement.  To the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Credit Extensions made to or for the account of another Borrower hereunder or other determination, the “Allocable Amount” of each Borrower shall be 90 unreasonably shall capital or assets, within the meaning of Section 548 of the meaning of Section 548 of the Bankruptcy Code or Section 4 of UFTA, or Section 5 reimbursement under this Section shall be subordinate in right of payment to the prior payment in full of the Obligations, and shall not be exercised until the terminated.  The provisions of this Section shall, to the extent expressly inconsistent provision. 10.19 Agency of the Parent for Each Other Borrower.  Each of the Borrowers other than the Parent irrevocably appoints the Parent as its agent for all purposes relevant to this Agreement, including the giving and receipt of notices and the Administrative Agent of a Revolving Loan Notice or a Swing Line Loan Notice) and all modifications hereto.  Any agreement, acknowledgment, consent, whether or not any of the other Borrowers joins therein, and the Administrative Agent and the Lenders shall have no duty or obligation to make further inquiry with respect to the authority of the Parent under this Section 10.19, provided that nothing in this Section 10.19 shall limit the effectiveness of, or the right of the Administrative Agent and the Lenders to rely upon, any notice (including without limitation a Revolving Loan Notice or a Swing Line Notice), document, instrument, certificate, acknowledgment, consent, direction, certification, or other action delivered by any Borrower pursuant to this Agreement. 10.20 return the amount of 91 10.21 Designated Senior Debt.  All Obligations existing from time to time, including any increases, renewals, extensions or modifications thereof, are hereby expressly designated as being “Designated Senior Indebtedness” for purposes of, and as defined by, the Convertible Subordinated Debt Documents. 10.22 92 EGL, INC. By:  _____________________________________ Name:  ___________________________________ Title:  ____________________________________ EGL EAGLE GLOBAL LOGISTICS, LP By:      EGL MANAGEMENT, LLC its Sole General Partner By:  _____________________________________ Name:  ___________________________________ Title:  ____________________________________ CIRCLE INTERNATIONAL, INC. By:  _____________________________________ Name:  ___________________________________ Title:  ____________________________________ SCG, THE SELECT CARRIER GROUP, LP By:      SELECT CARRIER GROUP, LLC its Sole General Partner By:  _____________________________________ Name:  ___________________________________ Title:  ____________________________________ 93 EGL TRADE SERVICES, INC. By:  _____________________________________ Name:  ___________________________________ Title:  ____________________________________ 94 Administrative Agent By:  _____________________________________ Name:  ___________________________________ Title:  ____________________________________ 95 By:  _____________________________________ Name:  ___________________________________ Title:  ____________________________________ 96 By:  _____________________________________ Name:  ___________________________________ Title:  ____________________________________ 97 By:  _____________________________________ Name:  ___________________________________ Title:  ____________________________________ 98 By:  _____________________________________ Name:  ___________________________________ Title:  ____________________________________ 99 By:  _____________________________________ Name:  ___________________________________ Title:  ____________________________________ 100 By:  _____________________________________ Name:  ___________________________________ Title:  ____________________________________ 101

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-04706 Templeton Income Trust (Exact name of registrant as specified in charter) 300 S.E. 2 nd Street, Fort Lauderdale, FL 33301-1923 (Address of principal executive offices) (Zip code) Craig S. Tyle, One Franklin Parkway, San Mateo, CA 94403-1906 (Name and address of agent for service) Registrant's telephone number, including area code: (954) 527-7500 Date of fiscal year end: 8/31 Date of reporting period: 11/30/13 Item 1. Schedule of Investments. Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) Templeton Constrained Bond Fund Principal Amount* Value Foreign Government and Agency Securities 29.6% Brazil 2.0% a Nota Do Tesouro Nacional, Index Linked, 6.00%, 8/15/18 b BRL $ Canada 2.0% Government of Canada, 1.00%, 2/01/15 CAD Hungary 3.4% Government of Hungary, 7.50%, 11/12/20 HUF 5.375%, 2/21/23 A, 5.50%, 12/20/18 HUF A, 7.00%, 6/24/22 HUF A, 6.00%, 11/24/23 HUF Ireland 3.8% Government of Ireland, senior bond, 5.40%, 3/13/25 EUR Mexico 2.5% Government of Mexico, 8.00%, 12/17/15 c MXN Poland 5.3% Government of Poland, Strip, 7/25/15 PLN Russia 0.6% d Russia Foreign Bond, senior bond, 144A, 7.50%, 3/31/30 Serbia 2.1% d Government of Serbia, senior note, 144A, 7.25%, 9/28/21 South Korea 6.0% Korea Monetary Stabilization Bond, senior bond, 2.80%, 8/02/15 KRW Ukraine 1.9% d Government of Ukraine, senior note, 144A, 7.50%, 4/17/23 Total Foreign Government and Agency Securities (Cost $2,959,989) Short Term Investments 68.3% Foreign Government and Agency Securities 53.7% Austria 4.4% Government of Austria, senior bond, 4.125%, 1/15/14 EUR Belgium 4.6% e Belgium Treasury Bill, 3/13/14 EUR Finland 4.6% d Government of Finland, senior bond, 144A, 3.125%, 9/15/14 EUR France 4.6% e France Treasury Bill, 4/30/14 EUR Germany 4.6% e German Treasury Bill, 2/12/14 EUR Malaysia 3.7% e Bank of Negara Monetary Note, 8/05/14 MYR Netherlands 4.6% e Dutch Treasury Bill, 2/28/14 EUR New Zealand 4.5% e New Zealand Treasury Bill, 7/02/14 NZD Quarterly Statement of Investments | See Notes to Statements of Investments. Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Norway 4.5% e Norway Treasury Bill, 3/19/14 NOK Philippines 1.1% Government of the Philippines, senior note, 6.25%, 1/27/14 PHP Singapore 3.9% e Singapore Treasury Bill, 5/02/14 SGD Sweden 4.0% Government of Sweden, 6.75%, 5/05/14 SEK United Kingdom 4.6% United Kingdom Treasury Note, 2.25%, 3/07/14 GBP Total Foreign Government and Agency Securities (Cost $5,373,500) Total Investments before Money Market Funds (Cost $8,333,489) Shares Money Market Funds (Cost $1,451,779) 14.6% United States 14.6% f,g Institutional Fiduciary Trust Money Market Portfolio Total Investments (Cost $9,785,268) 97.9% Other Assets, less Liabilities 2.1% Net Assets 100.0% $ * The principal amount is stated in U.S. dollars unless otherwise indicated. a Redemption price at maturity is adjusted for inflation. b Principal amount is stated in 1,000 Brazilian Units. c Principal amount is stated in 100 Mexican Peso Units. d Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Trust's Board of Trustees. At November 30, 2013, the aggregate value of these securities was $920,359, representing 9.22% of net assets. e The security is traded on a discount basis with no stated coupon rate. f Non-income producing. g The Institutional Fiduciary Trust Money Market Portfolio is managed by the Fund's investment manager. Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) At November 30, 2013, the Fund had the follow ing forw ard exchange contracts outstanding. See Note 3. Forward Exchange Contracts Contract Settlement Unrealized Unrealized Currency Counterparty Type Quantity Amount * Date Appreciation Depreciation Indian Rupee JPHQ Buy 12/26/13 $ $ - Euro GSCO Sell 12/27/13 - ) Chilean Peso JPHQ Buy 3/26/14 - ) Sw edish Krona BZWS Buy EUR 3/26/14 - ) Euro JPHQ Sell 3/27/14 - ) New Zealand Dollar CITI Sell 6/03/14 - Japanese Yen BZWS Sell 6/26/14 - Euro JPHQ Sell 6/27/14 - ) Euro BZWS Sell 8/29/14 - ) Euro BZWS Sell 9/26/14 - ) Japanese Yen CITI Sell 9/26/14 - Malaysian Ringgit HSBK Buy 9/26/14 - Mexican Peso HSBK Buy 9/26/14 - ) South Korean Won HSBK Buy 9/26/14 - Euro JPHQ Sell 9/29/14 - ) Euro GSCO Sell 9/30/14 - ) Euro CITI Sell 9/30/14 - ) British Pound DBAB Sell 10/08/14 - ) Norw egian Krone DBAB Sell 10/08/14 - Unrealized appreciation (depreciation) ) Net unrealized appreciation (depreciation) $ * In U.S. dollars unless otherw ise indicated. A BBREVIATIONS Counterparty BZWS - Barclays Bank PLC CITI - Citibank N.A. DBAB - Deutsche Bank AG GSCO - The Goldman Sachs Group, Inc. HSBK - HSBC Bank PLC JPHQ - JPMorgan Chase Bank N.A. Currency BRL - Brazilian Real CAD - Canadian Dollar EUR - Euro GBP - British Pound HUF - Hungarian Forint KRW - South Korean Won MXN - Mexican Peso MYR - Malaysian Ringgit NOK - Norwegian Krone NZD - New Zealand Dollar PHP - Philippine Peso PLN - Polish Zloty SEK - Swedish Krona SGD - Singapore Dollar Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) Templeton Emerging Markets Bond Fund Principal Amount* Value Foreign Government and Agency Securities 61.5% Argentina 1.7% Government of Argentina, senior bond, 7.00%, 10/03/15 $ Ghana 5.4% Government of Ghana, 24.00%, 5/25/15 GHS 21.00%, 10/26/15 GHS 16.90%, 3/07/16 GHS 19.24%, 5/30/16 GHS 23.00%, 8/21/17 GHS a 144A, 7.875%, 8/07/23 Hungary 10.4% Government of Hungary, 5.50%, 12/22/16 HUF 5.375%, 2/21/23 Indonesia 0.6% Government of Indonesia, FR27, 9.50%, 6/15/15 IDR Malaysia 3.4% Government of Malaysia, 3.741%, 2/27/15 MYR Mexico 3.8% Government of Mexico, 6.00%, 6/18/15 b MXN 6.25%, 6/16/16 b MXN 7.25%, 12/15/16 b MXN Mongolia 1.3% a Government of Mongolia, senior note, 144A, 5.125%, 12/05/22 Nigeria 1.8% Government of Nigeria, 4.00%, 4/23/15 NGN Philippines 0.5% Government of the Philippines, senior note, 1.625%, 4/25/16 PHP Poland 3.7% Government of Poland, 5.50%, 4/25/15 PLN Serbia 5.6% a Government of Serbia, senior note, 144A, 7.25%, 9/28/21 Serbia Treasury Bond, 10.00%, 4/04/15 RSD Serbia Treasury Note, 10.00%, 11/08/15 RSD Slovenia 1.6% a Government of Slovenia, senior note, 144A, 5.50%, 10/26/22 South Korea 3.7% Korea Monetary Stabilization Bond, senior note, 2.74%, 2/02/15 KRW Sri Lanka 0.9% Government of Sri Lanka, C, 8.50%, 4/01/18 LKR Ukraine 9.9% a Government of Ukraine, senior bond, 144A, 7.80%, 11/28/22 senior note, 144A, 7.50%, 4/17/23 Quarterly Statement of Investments | See Notes to Statements of Investments. Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) a Kyiv Finance PLC (City of Kiev), loan participation, senior note, 144A, 9.375%, 7/11/16 200,000 171,375 1,250,306 Uruguay 7.2% c Government of Uruguay, senior bond, Index Linked, 4.375%, 12/15/28 945,876 UYU 47,280 Uruguay Notas del Tesoro, 10.25%, 8/22/15 17,800,000 UYU 797,643 Uruguay Treasury Bill, Strip, 5/14/15 1,600,000 UYU 61,703 7/02/15 30,000 UYU 1,145 907,771 Total Foreign Government and Agency Securities (Cost $8,090,681) 7,754,911 Quasi -Sovereign and Corporate Bonds 9.2% Romania 1.1% a Cable Communications Systems NV, senior secured note, 144A, 7.50%, 11/01/20 100,000 EUR 139,491 Russia 0.9% a Alfa Bond Issuance PLC (Alfa Bank OJSC), loan participation, secured note, 144A, 7.875%, 9/25/17 100,000 111,218 South Africa 3.7% a Edcon Holdings Pty. Ltd., senior note, 144A, 13.375%, 6/30/19 100,000 EUR 144,330 a Edcon Pty. Ltd., senior secured note, 144A, 9.50%, 3/01/18 230,000 EUR 326,882 471,212 Venezuela 3.5% Petroleos de Venezuela SA, senior sub. bond, 4.90%, 10/28/14 480,000 437,337 Total Quasi-Sovereign and Corporate Bonds (Cost $1,148,844) 1,159,258 Total Investments before Short Term Investments (Cost $9,239,525) 8,914,169 Short Term Investments 25.1% Foreign Government and Agency Securities 10.3% Mexico 0.1% d Mexico Treasury Bill, 3/20/14 8,200 MXN 6,189 Nigeria 6.9% d Nigeria Treasury Bill, 2/20/14 141,000,000 NGN 867,155 Philippines 3.3% d Philippine Treasury Bills, 6/04/14 5,920,000 PHP 135,393 12/04/13 - 9/03/14 12,490,000 PHP 285,623 421,016 Total Foreign Government and Agency Securities (Cost $1,306,761) 1,294,360 Total Investments before Money Market Funds (Cost $10,546,286) 10,208,529 Shares Money Market Funds (Cost $1,864,907) 14.8% United States 14.8% e,f Institutional Fiduciary Trust Money Market Portfolio 1,864,907 1,864,907 Total Investments (Cost $12,411,193) 95.8% 12,073,436 Other Assets, less Liabilities 4.2% 532,911 Net Assets 100.0% $ 12,606,347 Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) * The principal amount is stated in U.S. dollars unless otherwise indicated. a Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Trust's Board of Trustees. At November 30, 2013, the aggregate value of these securities was $2,799,938, representing 22.21% of net assets. b Principal amount is stated in 100 Mexican Peso Units. c Principal amount of security is adjusted for inflation. d The security is traded on a discount basis with no stated coupon rate. e Non-income producing. f The Institutional Fiduciary Trust Money Market Portfolio is managed by Fund's investment manager. At November 30, 2013, the Fund had the follow ing forw ard exchange contracts outstanding. See Note 3. Forward Exchange Contracts Contract Settlement Unrealized Unrealized Currency Counterparty Type Quantity Amount Date Appreciation Depreciation Malaysian Ringgit JPHQ Buy $ 1/02/14 $ - $ ) Philippine Peso JPHQ Buy 1/02/14 - ) Indian Rupee JPHQ Buy 1/07/14 - Euro DBAB Sell 4/04/14 - ) Chilean Peso DBAB Buy 4/07/14 - ) Euro BZWS Sell 4/07/14 - ) Japanese Yen BZWS Sell 4/07/14 - Malaysian Ringgit JPHQ Buy 4/07/14 - ) Peruvian Nuevo Sol DBAB Buy 4/07/14 - ) South Korean Won JPHQ Buy 4/07/14 - South Korean Won JPHQ Buy 5/15/14 - South Korean Won JPHQ Buy 5/16/14 - South Korean Won JPHQ Buy 5/20/14 - Euro BZWS Sell 5/21/14 - ) South Korean Won JPHQ Buy 5/21/14 - Mexican Peso JPHQ Buy 5/28/14 - ) Philippine Peso DBAB Buy 6/30/14 - ) Malaysian Ringgit JPHQ Buy 7/01/14 20 - Malaysian Ringgit DBAB Buy 7/01/14 15 - Philippine Peso JPHQ Buy 7/01/14 - ) Malaysian Ringgit JPHQ Buy 7/02/14 - ) Malaysian Ringgit DBAB Buy 7/03/14 - ) Malaysian Ringgit DBAB Buy 7/07/14 - ) Euro DBAB Sell 7/21/14 - ) Malaysian Ringgit HSBK Buy 7/21/14 - ) Euro DBAB Sell 10/07/14 - Euro DBAB Sell 10/30/14 - Euro DBAB Sell 10/31/14 - Euro DBAB Sell 11/05/14 - ) Euro BZWS Sell 11/14/14 - ) Unrealized appreciation (depreciation) ) Net unrealized appreciation (depreciation) $ ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) At November 30, 2013, the Fund had the following interest rate swap contracts outstanding. See Note 3. Interest Rate Swap Contracts Counterparty/ Expiration Notional Unrealized Unrealized Description Exchange Date Amount Appreciation Depreciation OTC Swaps Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 3.018% JPHQ 8/22/23 $ $ - $ ) Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 3.848% JPHQ 8/22/43 - ) Net unrealized appreciation (depreciation) $ ) A BBREVIATIONS Counterparty BZWS - Barclays Bank PLC DBAB - Deutsche Bank AG HSBK - HSBC Bank PLC JPHQ - JPMorgan Chase Bank N.A. Currency EUR - Euro GHS - Ghanaian Cedi HUF - Hungarian Forint IDR - Indonesian Rupiah KRW - South Korean Won LKR - Sri Lankan Rupee MXN - Mexican Peso MYR - Malaysian Ringgit NGN - Nigerian Naira PHP - Philippine Peso PLN - Polish Zloty RSD - Serbian Dinar UYU - Uruguayan Peso Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) Templeton Global Bond Fund Principal Amount* Value Foreign Government and Agency Securities 75.8% Brazil 4.4% Letra Tesouro Nacional, Strip, 1/01/15 a BRL $ 1/01/16 a BRL 1/01/17 a BRL Nota Do Tesouro Nacional, 10.00%, 1/01/14 a BRL 10.00%, 1/01/17 a BRL 10.00%, 1/01/21 a BRL 10.00%, 1/01/23 a BRL b Index Linked, 6.00%, 5/15/15 a BRL b Index Linked, 6.00%, 8/15/16 a BRL b Index Linked, 6.00%, 5/15/17 a BRL b Index Linked, 6.00%, 8/15/18 a BRL b Index Linked, 6.00%, 8/15/22 a BRL b Index Linked, 6.00%, 5/15/45 a BRL senior note, 10.00%, 1/01/19 a BRL Canada 2.7% Government of Canada, 2.25%, 8/01/14 CAD 1.00%, 11/01/14 CAD 2.00%, 12/01/14 CAD 1.00%, 2/01/15 CAD Hungary 6.3% Government of Hungary, 5.50%, 2/12/14 HUF 7.75%, 8/24/15 HUF 5.50%, 2/12/16 HUF 5.50%, 12/22/16 HUF 4.125%, 2/19/18 6.50%, 6/24/19 HUF 7.50%, 11/12/20 HUF 5.375%, 2/21/23 A, 8.00%, 2/12/15 HUF A, 6.75%, 11/24/17 HUF A, 5.50%, 12/20/18 HUF A, 7.00%, 6/24/22 HUF A, 6.00%, 11/24/23 HUF B, 6.75%, 2/24/17 HUF D, 6.75%, 8/22/14 HUF c Reg S, 6.00%, 1/11/19 EUR senior note, 6.25%, 1/29/20 senior note, 6.375%, 3/29/21 c senior note, Reg S, 3.50%, 7/18/16 EUR c senior note, Reg S, 4.375%, 7/04/17 EUR c senior note, Reg S, 5.75%, 6/11/18 EUR c senior note, Reg S, 3.875%, 2/24/20 EUR Iceland 0.3% d Government of Iceland, 144A, 5.875%, 5/11/22 Indonesia 1.7% Government of Indonesia, FR20, 14.275%, 12/15/13 IDR FR26, 11.00%, 10/15/14 IDR FR27, 9.50%, 6/15/15 IDR FR28, 10.00%, 7/15/17 IDR FR30, 10.75%, 5/15/16 IDR FR31, 11.00%, 11/15/20 IDR Quarterly Statement of Investments | See Notes to Statements of Investments. Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) FR32, 15.00%, 7/15/18 IDR FR34, 12.80%, 6/15/21 IDR FR35, 12.90%, 6/15/22 IDR FR36, 11.50%, 9/15/19 IDR FR37, 12.00%, 9/15/26 IDR FR39, 11.75%, 8/15/23 IDR FR40, 11.00%, 9/15/25 IDR FR42, 10.25%, 7/15/27 IDR FR43, 10.25%, 7/15/22 IDR FR44, 10.00%, 9/15/24 IDR FR46, 9.50%, 7/15/23 IDR FR47, 10.00%, 2/15/28 IDR FR48, 9.00%, 9/15/18 IDR FR52, 10.50%, 8/15/30 IDR Ireland 9.4% Government of Ireland, 5.50%, 10/18/17 EUR 5.90%, 10/18/19 EUR 4.50%, 4/18/20 EUR 5.00%, 10/18/20 EUR senior bond, 4.50%, 10/18/18 EUR senior bond, 4.40%, 6/18/19 EUR senior bond, 5.40%, 3/13/25 EUR Lithuania 1.1% d Government of Lithuania, 144A, 6.75%, 1/15/15 7.375%, 2/11/20 6.125%, 3/09/21 Malaysia 7.2% Government of Malaysia, 3.434%, 8/15/14 MYR 3.741%, 2/27/15 MYR 3.835%, 8/12/15 MYR 4.72%, 9/30/15 MYR 3.197%, 10/15/15 MYR senior bond, 5.094%, 4/30/14 MYR senior bond, 4.262%, 9/15/16 MYR senior note, 3.172%, 7/15/16 MYR Mexico 4.5% Government of Mexico, 7.00%, 6/19/14 e MXN 9.50%, 12/18/14 e MXN 6.00%, 6/18/15 e MXN 8.00%, 12/17/15 e MXN 6.25%, 6/16/16 e MXN 7.25%, 12/15/16 e MXN f Mexican Udibonos, Index Linked, 4.50%, 12/18/14 g MXN 5.00%, 6/16/16 g MXN 3.50%, 12/14/17 g MXN 4.00%, 6/13/19 g MXN 2.50%, 12/10/20 g MXN Peru 0.1% Government of Peru, senior bond, 7.84%, 8/12/20 PEN Philippines 0.5% Government of the Philippines, 4.625%, 11/25/15 PHP Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) senior bond, 9.125%, 9/04/16 PHP senior note, 6.25%, 1/27/14 PHP senior note, 1.625%, 4/25/16 PHP Poland 9.9% Government of Poland, 5.75%, 4/25/14 PLN 5.50%, 4/25/15 PLN 6.25%, 10/24/15 PLN 5.00%, 4/25/16 PLN 4.75%, 10/25/16 PLN 5.75%, 9/23/22 PLN h FRN, 2.71%, 1/25/17 PLN h FRN, 2.71%, 1/25/21 PLN senior note, 6.375%, 7/15/19 Russia 1.0% Russia Foreign Bond, senior bond, d 144A, 7.50%, 3/31/30 c Reg S, 7.50%, 3/31/30 Serbia 0.7% d Government of Serbia, senior note, 144A, 5.25%, 11/21/17 4.875%, 2/25/20 7.25%, 9/28/21 Singapore 0.4% Government of Singapore, senior note, 1.125%, 4/01/16 SGD Slovenia 1.2% d Government of Slovenia, senior note, 144A, 5.50%, 10/26/22 5.85%, 5/10/23 South Korea 15.5% Government of Korea, senior bond, 5.625%, 11/03/25 Korea Monetary Stabilization Bond, senior bond, 3.48%, 12/02/13 KRW senior bond, 3.47%, 2/02/14 KRW senior bond, 3.59%, 4/02/14 KRW senior bond, 2.47%, 4/02/15 KRW senior bond, 2.80%, 8/02/15 KRW senior bond, 2.81%, 10/02/15 KRW senior note, 3.28%, 6/02/14 KRW senior note, 2.57%, 6/09/14 KRW senior note, 2.82%, 8/02/14 KRW senior note, 2.78%, 10/02/14 KRW senior note, 2.84%, 12/02/14 KRW senior note, 2.74%, 2/02/15 KRW senior note, 2.76%, 6/02/15 KRW Korea Treasury Bond, senior bond, 3.00%, 12/10/13 KRW senior bond, 3.50%, 6/10/14 KRW senior bond, 5.25%, 9/10/15 KRW senior bond, 5.00%, 9/10/16 KRW senior note, 3.25%, 12/10/14 KRW senior note, 4.50%, 3/10/15 KRW senior note, 3.25%, 6/10/15 KRW senior note, 4.00%, 9/10/15 KRW senior note, 2.75%, 12/10/15 KRW Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Korea Treasury Note, senior bond, 4.00%, 3/10/16 31,259,900,000 KRW 30,209,180 10,877,341,698 Sri Lanka 0.9% Government of Sri Lanka, A, 7.00%, 3/01/14 935,200,000 LKR 7,092,521 A, 11.25%, 7/15/14 23,159,500,000 LKR 178,359,029 A, 11.75%, 3/15/15 166,090,000 LKR 1,293,718 A, 6.50%, 7/15/15 3,488,190,000 LKR 25,245,061 A, 11.00%, 8/01/15 15,208,000,000 LKR 117,380,848 A, 6.40%, 8/01/16 2,094,100,000 LKR 14,455,991 A, 5.80%, 1/15/17 2,419,800,000 LKR 16,192,195 A, 8.00%, 11/15/18 6,671,840,000 LKR 44,764,107 A, 9.00%, 5/01/21 10,254,020,000 LKR 69,091,001 B, 11.75%, 4/01/14 1,487,710,000 LKR 11,421,645 B, 6.60%, 6/01/14 759,700,000 LKR 5,714,044 B, 11.00%, 9/01/15 3,443,800,000 LKR 26,569,868 B, 6.40%, 10/01/16 1,421,400,000 LKR 9,703,045 B, 5.80%, 7/15/17 810,400,000 LKR 5,250,805 B, 8.50%, 7/15/18 1,975,710,000 LKR 13,736,491 C, 8.50%, 4/01/18 3,070,570,000 LKR 21,401,113 D, 8.50%, 6/01/18 7,532,460,000 LKR 52,189,187 Sri Lanka Government Bond, 8.00%, 1/01/17 476,700,000 LKR 3,375,399 623,236,068 i Supranational 0.3% Inter -American Development Bank, senior note, 7.50%, 12/05/24 2,473,000,000 MXN 207,885,383 Sweden 3.3% Government of Sweden, 6.75%, 5/05/14 6,893,300,000 SEK 1,077,076,154 Kommuninvest I Sverige AB, 2.25%, 5/05/14 8,098,170,000 SEK 1,241,605,394 2,318,681,548 Ukraine 4.1% d Government of Ukraine, 144A, 7.95%, 6/04/14 391,240,000 378,035,650 144A, 6.875%, 9/23/15 10,500,000 9,784,688 144A, 9.25%, 7/24/17 557,980,000 521,013,825 144A, 7.75%, 9/23/20 181,290,000 160,441,650 senior bond, 144A, 6.58%, 11/21/16 135,700,000 121,543,098 senior bond, 144A, 7.80%, 11/28/22 572,565,000 496,585,624 senior note, 144A, 4.95%, 10/13/15 50,870,000 EUR 64,090,889 senior note, 144A, 6.25%, 6/17/16 349,346,000 313,319,694 senior note, 144A, 6.75%, 11/14/17 82,883,000 73,247,851 senior note, 144A, 7.95%, 2/23/21 554,350,000 490,253,281 senior note, 144A, 7.50%, 4/17/23 273,808,000 234,790,360 2,863,106,610 Vietnam 0.3% d Government of Vietnam, 144A, 6.75%, 1/29/20 199,780,000 216,783,276 Total Foreign Government and Agency Securities (Cost $51,436,942,343) 53,231,021,761 Quasi -Sovereign and Corporate Bonds 0.9% Hungary 0.4% d Hungarian Development Bank, senior note, 144A, 6.25%, 10/21/20 250,000,000 253,906,250 South Korea 0.2% The Export-Import Bank of Korea, senior bond, 5.125%, 3/16/15 6,330,000 6,672,358 senior note, 4.625%, 2/20/17 14,090,000 EUR 21,008,863 d senior note, 144A, 5.25%, 2/10/14 6,200,000 6,254,045 d senior note, 144A, 1.45%, 5/19/14 691,680,000 SEK 105,603,876 139,539,142 Ukraine 0.3% d Financing of Infrastructure Projects State Enterprise, 144A, 8.375%, 11/03/17 23,747,000 20,585,325 Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) 7.40%, 4/20/18 238,810,000 200,818,911 221,404,236 Total Quasi-Sovereign and Corporate Bonds (Cost $636,719,767) 614,849,628 Municipal Bonds 0.0% † United States 0.0% † Bexar County Revenue, Venue Project, Refunding, Series A, BHAC Insured, 5.25%, 8/15/47 6,900,000 7,220,505 Riverside County Transportation Commission Sales Tax Revenue, Build America Bonds, Limited Tax, Series B, 6.807%, 6/01/39 11,380,000 14,006,049 Total Municipal Bonds (Cost $17,535,350) 21,226,554 Total Investments before Short Term Investments (Cost $52,091,197,460) 53,867,097,943 Short Term Investments 21.4% Foreign Government and Agency Securities 7.2% Brazil 0.2% Letra Tesouro Nacional, Strip, 4/01/14 394,670 a BRL 163,716,240 Canada 1.9% Government of Canada, 1.00%, 2/01/14 734,458,000 CAD 691,926,551 2.00%, 3/01/14 272,313,000 CAD 257,200,462 0.75%, 5/01/14 394,158,000 CAD 371,128,538 1,320,255,551 Hungary 0.1% j Hungary Treasury Bills, 1/08/14 - 6/25/14 15,022,990,000 HUF 67,052,249 Philippines 1.1% j Philippine Treasury Bills, 12/11/13 - 11/05/14 34,793,590,000 PHP 795,043,629 Singapore 3.5% j Monetary Authority of Singapore Treasury Bills, 1/03/14 - 2/14/14 646,880,000 SGD 515,301,009 j Singapore Treasury Bills, 12/27/13 - 5/30/14 2,435,350,000 SGD 1,939,423,578 2,454,724,587 South Korea 0.3% Korea Monetary Stabilization Bond, senior bond, 2.55%, 5/09/14 199,395,200,000 KRW 188,409,920 Sweden 0.1% j Sweden Treasury Bills, 12/18/13 620,740,000 SEK 94,607,791 Total Foreign Government and Agency Securities (Cost $5,136,197,610) 5,083,809,967 U.S. Government and Agency Securities (Cost $330,789,630) 0.5% United States 0.5% j FHLB, 12/04/13 - 12/06/13 330,792,000 330,791,669 Total Investments before Money Market Funds (Cost $57,558,184,700) 59,281,699,579 Shares Money Market Funds (Cost $9,605,500,297) 13.7% United States 13.7% k,l Institutional Fiduciary Trust Money Market Portfolio 9,605,500,297 9,605,500,297 Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Total Investments (Cost $67,163,684,997) 98.1% Other Assets, less Liabilities 1.9% Net Assets 100.0% $ † Rounds to less than 0.1% of net assets. * The principal amount is stated in U.S. dollars unless otherwise indicated. a Principal amount is stated in 1,000 Brazilian Real Units. b Redemption price at maturity is adjusted for inflation. c Security was purchased pursuant to Regulation S under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a security cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration. These securities have been deemed liquid under guidelines approved by the Trust's Board of Trustees. At November 30, 2013, the aggregate value of these securities was $836,545,114, representing 1.19% of net assets. d Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Trust's Board of Trustees. At November 30, 2013, the aggregate value of these securities was $6,511,639,027, representing 9.28% of net assets. e Principal amount is stated in 100 Mexican Peso Units. f Principal amount of security is adjusted for inflation. g Principal amount is stated in 100 Unidad de Inversion Units. h The coupon rate shown represents the rate at period end. i A supranational organization is an entity formed by two or more central governments through international treaties. j The security is traded on a discount basis with no stated coupon rate. k Non-income producing. l The Institutional Fiduciary Trust Money Market Portfolio is managed by the Fund's investment manager. At November 30, 2013, the Fund had the following forward exchange contracts outstanding. See Note 3. Forward Exchange Contracts Contract Settlement Unrealized Unrealized Currency Counterparty Type Quantity Amount * Date Appreciation Depreciation Euro DBAB Sell 12/03/13 $ - $ ) Euro UBSW Sell 12/03/13 - ) Indian Rupee CITI Sell 12/03/13 - ) Indian Rupee CITI Buy 12/03/13 - Indian Rupee JPHQ Buy 12/04/13 - Indian Rupee JPHQ Sell 12/04/13 - Malaysian Ringgit JPHQ Buy 12/04/13 - ) Malaysian Ringgit JPHQ Sell 12/04/13 - Chilean Peso DBAB Buy 12/05/13 - ) Chilean Peso DBAB Buy 12/06/13 - ) Euro UBSW Sell 12/09/13 - ) Euro HSBK Sell 12/09/13 - ) Singapore Dollar DBAB Buy 12/10/13 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Singapore Dollar GSCO Buy 12/11/13 - ) Euro JPHQ Sell 12/13/13 - ) Hungary Forint DBAB Buy 12/13/13 - ) Indian Rupee JPHQ Buy 12/13/13 - Malaysian Ringgit DBAB Buy 12/13/13 - ) Polish Zloty DBAB Buy EUR 12/13/13 - Singapore Dollar DBAB Buy 12/13/13 - Mexican Peso CITI Buy 12/16/13 - ) Swedish Krona MSCO Buy EUR 12/16/13 - ) Australian Dollar MSCO Buy 12/17/13 - ) Australian Dollar JPHQ Buy JPY 12/17/13 - Australian Dollar JPHQ Sell JPY 12/17/13 - Australian Dollar MSCO Sell 12/17/13 - Malaysian Ringgit JPHQ Buy 12/17/13 - ) Swedish Krona UBSW Buy EUR 12/17/13 - ) Indian Rupee JPHQ Buy 12/18/13 - Swedish Krona UBSW Buy EUR 12/18/13 - ) Swedish Krona DBAB Buy EUR 12/19/13 - ) Malaysian Ringgit HSBK Buy 12/20/13 - ) Mexican Peso CITI Buy 12/23/13 - Singapore Dollar DBAB Buy 12/23/13 - Indian Rupee JPHQ Buy 12/26/13 - Indian Rupee DBAB Buy 12/26/13 - Indian Rupee JPHQ Buy 12/31/13 - Indian Rupee DBAB Buy 12/31/13 - Malaysian Ringgit JPHQ Buy 12/31/13 - ) Indian Rupee HSBK Buy 1/06/14 - Indian Rupee CITI Buy 1/06/14 - Chilean Peso DBAB Buy 1/07/14 - ) Indian Rupee DBAB Buy 1/07/14 - Indian Rupee JPHQ Buy 1/07/14 - Japanese Yen DBAB Sell 1/07/14 - Chilean Peso DBAB Buy 1/08/14 - ) Indian Rupee DBAB Buy 1/08/14 - ) Malaysian Ringgit DBAB Buy 1/08/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Chilean Peso DBAB Buy 1/10/14 - ) Euro CITI Sell 1/10/14 - ) Japanese Yen CITI Sell 1/10/14 - Mexican Peso CITI Buy 1/10/14 - ) Chilean Peso MSCO Buy 1/13/14 - ) Euro UBSW Sell 1/13/14 - ) Euro CITI Sell 1/14/14 - ) Euro JPHQ Sell 1/14/14 - ) Japanese Yen UBSW Sell 1/14/14 - Indian Rupee DBAB Buy 1/15/14 - ) Japanese Yen HSBK Sell 1/15/14 - Japanese Yen DBAB Sell 1/16/14 - Japanese Yen UBSW Sell 1/16/14 - Malaysian Ringgit JPHQ Buy 1/16/14 - ) Indian Rupee DBAB Buy 1/17/14 - ) Japanese Yen HSBK Sell 1/17/14 - Japanese Yen JPHQ Sell 1/17/14 - Japanese Yen DBAB Sell 1/17/14 - Euro BZWS Sell 1/21/14 - ) Indian Rupee JPHQ Buy 1/21/14 - ) Chilean Peso DBAB Buy 1/22/14 - ) Euro CITI Sell 1/22/14 - ) Euro JPHQ Sell 1/22/14 - ) Indian Rupee JPHQ Buy 1/22/14 - ) Indian Rupee DBAB Buy 1/22/14 - ) Malaysian Ringgit HSBK Buy 1/23/14 - ) Chilean Peso DBAB Buy 1/24/14 - ) Singapore Dollar JPHQ Buy 1/24/14 - ) Euro BZWS Sell 1/27/14 - ) Japanese Yen UBSW Sell 1/27/14 - Chilean Peso DBAB Buy 1/28/14 - ) Euro CITI Sell 1/28/14 - ) Japanese Yen DBAB Sell 1/28/14 - Japanese Yen HSBK Sell 1/28/14 - Chilean Peso DBAB Buy 1/29/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Indian Rupee HSBK Buy 1/29/14 - ) Chilean Peso JPHQ Buy 1/30/14 - ) Swedish Krona UBSW Buy EUR 1/30/14 - ) Chilean Peso JPHQ Buy 1/31/14 - ) Chilean Peso DBAB Buy 1/31/14 - ) Chilean Peso DBAB Buy 2/03/14 - ) Chilean Peso DBAB Buy 2/04/14 - ) Mexican Peso CITI Buy 2/04/14 - Malaysian Ringgit DBAB Buy 2/05/14 - ) Chilean Peso DBAB Buy 2/06/14 - ) Indian Rupee HSBK Buy 2/06/14 - ) Indian Rupee JPHQ Buy 2/06/14 - ) Chilean Peso DBAB Buy 2/07/14 - ) Indian Rupee HSBK Buy 2/07/14 - ) Singapore Dollar HSBK Buy 2/07/14 - ) Singapore Dollar DBAB Buy 2/07/14 - Chilean Peso BZWS Buy 2/10/14 - ) Euro HSBK Sell 2/10/14 - ) Euro CITI Sell 2/10/14 - ) Indian Rupee DBAB Buy 2/10/14 - ) Indian Rupee HSBK Buy 2/10/14 - ) Japanese Yen CITI Sell 2/10/14 - Malaysian Ringgit DBAB Buy 2/10/14 - ) Mexican Peso CITI Buy 2/10/14 - ) Swedish Krona UBSW Buy EUR 2/10/14 - ) Chilean Peso BZWS Buy 2/11/14 - ) Euro BZWS Sell 2/11/14 - ) Mexican Peso CITI Buy 2/11/14 - ) Polish Zloty BZWS Buy EUR 2/11/14 - Polish Zloty DBAB Buy EUR 2/11/14 - Singapore Dollar HSBK Buy 2/11/14 - Chilean Peso DBAB Buy 2/12/14 - ) Indian Rupee HSBK Buy 2/12/14 - Japanese Yen JPHQ Sell 2/12/14 - Japanese Yen GSCO Sell 2/12/14 - Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Japanese Yen HSBK Sell 2/12/14 - Malaysian Ringgit DBAB Buy 2/12/14 - Mexican Peso MSCO Buy 2/12/14 - ) Singapore Dollar BZWS Buy 2/12/14 - South Korean Won DBAB Buy 2/12/14 - Euro UBSW Sell 2/13/14 - ) Indian Rupee JPHQ Buy 2/13/14 - Indian Rupee HSBK Buy 2/13/14 - Japanese Yen JPHQ Sell 2/13/14 - Japanese Yen CITI Sell 2/13/14 - Mexican Peso CITI Buy 2/13/14 - Chilean Peso MSCO Buy 2/14/14 - ) Chilean Peso DBAB Buy 2/14/14 - ) Mexican Peso MSCO Buy 2/14/14 - ) Polish Zloty DBAB Buy EUR 2/14/14 - Singapore Dollar DBAB Buy 2/14/14 - Chilean Peso DBAB Buy 2/18/14 - ) Indian Rupee DBAB Buy 2/18/14 - Indian Rupee JPHQ Buy 2/18/14 - Japanese Yen JPHQ Sell 2/18/14 - Japanese Yen GSCO Sell 2/18/14 - Mexican Peso DBAB Buy 2/18/14 - ) Singapore Dollar HSBK Buy 2/18/14 - Euro JPHQ Sell 2/19/14 - ) Japanese Yen CITI Sell 2/19/14 - Japanese Yen GSCO Sell 2/19/14 - Malaysian Ringgit HSBK Buy 2/19/14 - ) Chilean Peso CITI Buy 2/20/14 - ) Euro BZWS Sell 2/20/14 - ) Indian Rupee JPHQ Buy 2/20/14 - Indian Rupee HSBK Buy 2/20/14 - Indian Rupee DBAB Buy 2/20/14 - Chilean Peso JPHQ Buy 2/21/14 - ) Euro GSCO Sell 2/21/14 - ) Malaysian Ringgit JPHQ Buy 2/21/14 - Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Malaysian Ringgit HSBK Buy 2/21/14 - South Korean Won JPHQ Buy 2/21/14 - Chilean Peso JPHQ Buy 2/24/14 - ) Chilean Peso MSCO Buy 2/24/14 - ) Japanese Yen HSBK Sell 2/24/14 - Malaysian Ringgit JPHQ Buy 2/24/14 - ) Mexican Peso CITI Buy 2/24/14 - Chilean Peso DBAB Buy 2/25/14 - ) Japanese Yen JPHQ Sell 2/25/14 - Japanese Yen BZWS Sell 2/25/14 - Malaysian Ringgit DBAB Buy 2/25/14 - ) Mexican Peso DBAB Buy 2/25/14 - ) Chilean Peso MSCO Buy 2/26/14 - ) Chilean Peso DBAB Buy 2/26/14 - ) Euro BZWS Sell 2/26/14 - ) Euro UBSW Sell 2/26/14 - ) Indian Rupee DBAB Buy 2/26/14 - Japanese Yen UBSW Sell 2/26/14 - Singapore Dollar BZWS Buy 2/26/14 - Chilean Peso DBAB Buy 2/27/14 - ) Euro BZWS Sell 2/27/14 - ) Indian Rupee DBAB Buy 2/27/14 - Indian Rupee HSBK Buy 2/27/14 - Japanese Yen BZWS Sell 2/27/14 - Japanese Yen DBAB Sell 2/27/14 - Malaysian Ringgit HSBK Buy 2/27/14 - Singapore Dollar DBAB Buy 2/27/14 - Chilean Peso JPHQ Buy 2/28/14 - ) Chilean Peso DBAB Buy 2/28/14 - ) Euro UBSW Sell 2/28/14 - ) Euro GSCO Sell 2/28/14 - ) Indian Rupee JPHQ Buy 2/28/14 - ) Indian Rupee DBAB Buy 2/28/14 - ) Indian Rupee JPHQ Buy 2/28/14 - Japanese Yen BZWS Sell 2/28/14 - Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Malaysian Ringgit HSBK Buy 2/28/14 - ) Mexican Peso MSCO Buy 2/28/14 - Mexican Peso CITI Buy 2/28/14 - Singapore Dollar DBAB Buy 2/28/14 - ) Singapore Dollar DBAB Buy 2/28/14 - Swedish Krona UBSW Buy EUR 2/28/14 - ) Chilean Peso DBAB Buy 3/03/14 - ) Indian Rupee CITI Buy 3/03/14 - Indian Rupee HSBK Buy 3/03/14 - Japanese Yen JPHQ Sell 3/03/14 - Polish Zloty DBAB Buy EUR 3/03/14 - Japanese Yen UBSW Sell 3/04/14 - Japanese Yen HSBK Sell 3/04/14 - Malaysian Ringgit JPHQ Buy 3/04/14 - Chilean Peso BZWS Buy 3/05/14 - ) Chilean Peso DBAB Buy 3/05/14 - ) Chilean Peso MSCO Buy 3/05/14 - ) Euro DBAB Sell 3/05/14 - ) Singapore Dollar MSCO Buy 3/05/14 - Chilean Peso DBAB Buy 3/06/14 - ) Chilean Peso MSCO Buy 3/06/14 - ) Chilean Peso DBAB Buy 3/07/14 - ) Euro BZWS Sell 3/07/14 - ) Euro GSCO Sell 3/07/14 - ) Japanese Yen BZWS Sell 3/07/14 - Japanese Yen MSCO Sell 3/07/14 - Chilean Peso MSCO Buy 3/10/14 - ) Euro CITI Sell 3/10/14 - ) Euro MSCO Sell 3/10/14 - ) Euro GSCO Sell 3/10/14 - ) Euro HSBK Sell 3/10/14 - ) Euro BZWS Sell 3/10/14 - ) Singapore Dollar GSCO Buy 3/11/14 - ) Chilean Peso MSCO Buy 3/12/14 - ) Euro DBAB Sell 3/12/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Chilean Peso DBAB Buy 3/13/14 - ) Euro JPHQ Sell 3/13/14 - ) Mexican Peso CITI Buy 3/13/14 - ) Mexican Peso JPHQ Buy 3/13/14 - Mexican Peso CITI Buy 3/14/14 - ) Singapore Dollar HSBK Buy 3/14/14 - ) Chilean Peso JPHQ Buy 3/17/14 - ) Euro DBAB Sell 3/17/14 - ) Euro BZWS Sell 3/17/14 - ) Japanese Yen CITI Sell 3/17/14 - Chilean Peso DBAB Buy 3/18/14 - ) Euro DBAB Sell 3/18/14 - ) Euro CITI Sell 3/18/14 - ) Mexican Peso JPHQ Buy 3/18/14 - Singapore Dollar DBAB Buy 3/18/14 - ) Hungary Forint DBAB Buy EUR 3/19/14 - Hungary Forint JPHQ Buy EUR 3/19/14 - Japanese Yen CITI Sell 3/19/14 - Japanese Yen MSCO Sell 3/19/14 - Philippine Peso HSBK Buy 3/19/14 - Polish Zloty DBAB Buy EUR 3/19/14 - Singapore Dollar HSBK Buy 3/19/14 - ) Singapore Dollar JPHQ Buy 3/19/14 - Singapore Dollar DBAB Buy 3/19/14 - Hungary Forint JPHQ Buy EUR 3/20/14 - Swedish Krona UBSW Buy EUR 3/20/14 - ) Chilean Peso JPHQ Buy 3/21/14 - ) Euro DBAB Sell 3/21/14 - ) Euro BZWS Sell 3/21/14 - ) Hungary Forint JPHQ Buy EUR 3/21/14 - Japanese Yen BZWS Sell 3/24/14 - Japanese Yen DBAB Sell 3/24/14 - Mexican Peso CITI Buy 3/24/14 - Swedish Krona DBAB Buy EUR 3/24/14 - ) Japanese Yen BZWS Sell 3/25/14 - Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) South Korean Won HSBK Buy 3/25/14 - Swedish Krona CITI Buy EUR 3/25/14 - ) Euro DBAB Sell 3/26/14 - ) Euro CITI Sell 3/26/14 - ) Malaysian Ringgit DBAB Buy 3/26/14 - ) Malaysian Ringgit HSBK Buy 3/26/14 - ) Euro BZWS Sell 3/27/14 - ) Euro DBAB Sell 3/31/14 - ) Chilean Peso DBAB Buy 4/04/14 - ) Euro DBAB Sell 4/04/14 - ) Euro HSBK Sell 4/10/14 - ) Euro DBAB Sell 4/11/14 - ) Euro UBSW Sell 4/11/14 - ) Chilean Peso MSCO Buy 4/14/14 - ) Euro JPHQ Sell 4/14/14 - ) Euro HSBK Sell 4/16/14 - ) Malaysian Ringgit DBAB Buy 4/16/14 - ) Chilean Peso MSCO Buy 4/21/14 - ) Japanese Yen BZWS Sell 4/21/14 - Japanese Yen JPHQ Sell 4/21/14 - Japanese Yen CITI Sell 4/22/14 - Japanese Yen JPHQ Sell 4/22/14 - Euro DBAB Sell 4/23/14 - ) Mexican Peso CITI Buy 4/23/14 - ) Euro BZWS Sell 4/25/14 - ) Malaysian Ringgit JPHQ Buy 4/25/14 - ) South Korean Won JPHQ Buy 4/25/14 - Chilean Peso JPHQ Buy 4/28/14 - ) Euro DBAB Sell 4/30/14 - ) Euro BZWS Sell 4/30/14 - ) Swedish Krona UBSW Buy EUR 4/30/14 - ) Euro BZWS Sell 5/05/14 - ) Euro GSCO Sell 5/07/14 - ) Euro BZWS Sell 5/07/14 - ) Euro GSCO Sell 5/08/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Chilean Peso MSCO Buy 5/12/14 - ) Euro GSCO Sell 5/12/14 - ) Euro UBSW Sell 5/12/14 - ) Japanese Yen CITI Sell 5/12/14 - Euro GSCO Sell 5/13/14 - ) Euro CITI Sell 5/13/14 - ) Japanese Yen UBSW Sell 5/13/14 - Japanese Yen GSCO Sell 5/13/14 - Japanese Yen CITI Sell 5/14/14 - Singapore Dollar DBAB Buy 5/14/14 - Euro BZWS Sell 5/16/14 - ) Singapore Dollar DBAB Buy 5/19/14 - Euro GSCO Sell 5/20/14 - ) Malaysian Ringgit HSBK Buy 5/20/14 - ) Euro BZWS Sell 5/21/14 - ) Chilean Peso MSCO Buy 5/22/14 - ) Malaysian Ringgit HSBK Buy 5/22/14 - ) Euro JPHQ Sell 5/23/14 - ) Mexican Peso HSBK Buy 5/23/14 - ) Polish Zloty MSCO Buy EUR 5/27/14 - Malaysian Ringgit HSBK Buy 5/28/14 - ) Mexican Peso JPHQ Buy 5/28/14 - ) South Korean Won JPHQ Buy 5/28/14 - Malaysian Ringgit HSBK Buy 5/29/14 - Mexican Peso HSBK Buy 5/29/14 - Euro GSCO Sell 5/30/14 - ) Euro BZWS Sell 5/30/14 - ) Malaysian Ringgit HSBK Buy 5/30/14 - ) Malaysian Ringgit JPHQ Buy 5/30/14 - Singapore Dollar DBAB Buy 5/30/14 - South Korean Won JPHQ Buy 5/30/14 - Swedish Krona UBSW Buy EUR 5/30/14 - ) Chilean Peso JPHQ Buy 6/03/14 - ) Swedish Krona BZWS Buy EUR 6/03/14 - ) Chilean Peso DBAB Buy 6/05/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Euro BZWS Sell 6/05/14 - ) Euro DBAB Sell 6/06/14 - ) Malaysian Ringgit DBAB Buy 6/06/14 - ) Polish Zloty DBAB Buy EUR 6/06/14 - Euro GSCO Sell 6/09/14 - ) Japanese Yen JPHQ Sell 6/09/14 - Japanese Yen HSBK Sell 6/09/14 - Japanese Yen CITI Sell 6/09/14 - Mexican Peso CITI Buy 6/09/14 - ) Japanese Yen JPHQ Sell 6/10/14 - Japanese Yen HSBK Sell 6/10/14 - Japanese Yen BZWS Sell 6/10/14 - Mexican Peso CITI Buy 6/10/14 - ) Swedish Krona DBAB Buy EUR 6/10/14 - ) Euro GSCO Sell 6/11/14 - ) Japanese Yen JPHQ Sell 6/11/14 - Japanese Yen DBAB Sell 6/11/14 - Polish Zloty CITI Buy EUR 6/11/14 - Swedish Krona MSCO Buy EUR 6/11/14 - ) Mexican Peso CITI Buy 6/12/14 - ) Polish Zloty DBAB Buy EUR 6/12/14 - Swedish Krona MSCO Buy EUR 6/12/14 - ) Euro DBAB Sell 6/13/14 - ) Mexican Peso CITI Buy 6/13/14 - Swedish Krona BZWS Buy EUR 6/13/14 - ) Swedish Krona MSCO Buy EUR 6/13/14 - ) Japanese Yen CITI Sell 6/16/14 - Malaysian Ringgit HSBK Buy 6/16/14 - ) Swedish Krona MSCO Buy EUR 6/16/14 - ) Japanese Yen JPHQ Sell 6/17/14 - Swedish Krona MSCO Buy EUR 6/18/14 - ) Swedish Krona UBSW Buy EUR 6/19/14 - ) Swedish Krona DBAB Buy EUR 6/19/14 - ) Euro BZWS Sell 6/20/14 - ) Mexican Peso CITI Buy 6/20/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Singapore Dollar HSBK Buy 6/20/14 - Swedish Krona MSCO Buy EUR 6/23/14 - ) South Korean Won JPHQ Buy 6/24/14 - Swedish Krona MSCO Buy EUR 6/24/14 - ) Swedish Krona UBSW Buy EUR 6/25/14 - ) South Korean Won DBAB Buy 6/27/14 - Swedish Krona CITI Buy EUR 6/27/14 - ) Japanese Yen BZWS Sell 6/30/14 - Swedish Krona DBAB Buy EUR 6/30/14 - ) Swedish Krona UBSW Buy EUR 6/30/14 - ) Malaysian Ringgit HSBK Buy 7/07/14 - ) Philippine Peso HSBK Buy 7/07/14 - Euro JPHQ Sell 7/10/14 - ) Mexican Peso CITI Buy 7/10/14 - ) Singapore Dollar HSBK Buy 7/14/14 - Mexican Peso CITI Buy 7/15/14 - ) Euro MSCO Sell 7/16/14 - ) Euro BZWS Sell 7/16/14 - ) Euro GSCO Sell 7/16/14 - ) Euro BZWS Sell 7/18/14 - ) Euro GSCO Sell 7/18/14 - ) Euro MSCO Sell 7/22/14 - ) Euro DBAB Sell 7/22/14 - ) Malaysian Ringgit DBAB Buy 7/22/14 - ) Euro DBAB Sell 7/23/14 - ) Japanese Yen JPHQ Sell 7/24/14 - Japanese Yen CITI Sell 7/24/14 - Euro DBAB Sell 7/25/14 - ) Euro GSCO Sell 7/25/14 - ) Japanese Yen JPHQ Sell 7/25/14 - Malaysian Ringgit DBAB Buy 7/25/14 - ) Euro CITI Sell 7/28/14 - ) Euro BZWS Sell 7/28/14 - ) Chilean Peso MSCO Buy 7/29/14 - ) Euro BZWS Sell 7/29/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Euro DBAB Sell 7/29/14 - ) Japanese Yen BZWS Sell 7/29/14 - Malaysian Ringgit JPHQ Buy 7/30/14 - Mexican Peso CITI Buy 7/30/14 - ) Chilean Peso MSCO Buy 7/31/14 - ) Euro JPHQ Sell 7/31/14 - ) Malaysian Ringgit HSBK Buy 7/31/14 - Euro GSCO Sell 8/01/14 - ) Euro DBAB Sell 8/01/14 - ) Euro HSBK Sell 8/04/14 - ) Euro BZWS Sell 8/04/14 - ) Euro BZWS Sell 8/05/14 - ) Euro MSCO Sell 8/05/14 - ) Euro JPHQ Sell 8/06/14 - ) Japanese Yen MSCO Sell 8/06/14 - Malaysian Ringgit HSBK Buy 8/06/14 - Malaysian Ringgit JPHQ Buy 8/06/14 - Euro CITI Sell 8/08/14 - ) Chilean Peso BZWS Buy 8/11/14 - ) Chilean Peso JPHQ Buy 8/11/14 - ) Euro JPHQ Sell 8/11/14 - ) Euro DBAB Sell 8/11/14 - ) Euro CITI Sell 8/11/14 - ) Mexican Peso MSCO Buy 8/11/14 - ) Swedish Krona MSCO Buy EUR 8/11/14 - ) Euro GSCO Sell 8/12/14 - ) Euro BZWS Sell 8/12/14 - ) Malaysian Ringgit JPHQ Buy 8/12/14 - Malaysian Ringgit HSBK Buy 8/12/14 - Mexican Peso CITI Buy 8/12/14 - ) Singapore Dollar DBAB Buy 8/12/14 - South Korean Won HSBK Buy JPY 8/12/14 - Swedish Krona UBSW Buy EUR 8/12/14 - ) Malaysian Ringgit DBAB Buy 8/13/14 - Singapore Dollar DBAB Buy 8/13/14 - Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Euro MSCO Sell 8/15/14 - ) Mexican Peso MSCO Buy 8/15/14 - ) Euro JPHQ Sell 8/18/14 - ) Singapore Dollar BZWS Buy 8/18/14 - Euro BZWS Sell 8/19/14 - ) Japanese Yen DBAB Sell 8/19/14 - Singapore Dollar HSBK Buy 8/19/14 - Singapore Dollar DBAB Buy 8/19/14 - Chilean Peso JPHQ Buy 8/20/14 - ) Chilean Peso MSCO Buy 8/20/14 - ) Euro JPHQ Sell 8/20/14 - ) Euro DBAB Sell 8/20/14 - ) Japanese Yen JPHQ Sell 8/20/14 - Japanese Yen HSBK Sell 8/20/14 - Mexican Peso CITI Buy 8/20/14 - ) Euro JPHQ Sell 8/21/14 - ) Malaysian Ringgit HSBK Buy 8/21/14 - Malaysian Ringgit JPHQ Buy 8/21/14 - Mexican Peso HSBK Buy 8/21/14 - Japanese Yen BZWS Sell 8/22/14 - Mexican Peso HSBK Buy 8/22/14 - Polish Zloty DBAB Buy EUR 8/22/14 - South Korean Won JPHQ Buy 8/22/14 - Euro BZWS Sell 8/25/14 - ) Japanese Yen DBAB Sell 8/25/14 - Japanese Yen CITI Sell 8/25/14 - Japanese Yen HSBK Sell 8/25/14 - Euro GSCO Sell 8/26/14 - ) Japanese Yen BZWS Sell 8/26/14 - Japanese Yen JPHQ Sell 8/26/14 - Malaysian Ringgit HSBK Buy 8/26/14 - Swedish Krona UBSW Buy EUR 8/26/14 - ) Euro HSBK Sell 8/27/14 - ) Euro JPHQ Sell 8/27/14 - ) Euro CITI Sell 8/27/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Japanese Yen JPHQ Sell 8/27/14 - Japanese Yen HSBK Sell 8/27/14 - Japanese Yen DBAB Sell 8/27/14 - Malaysian Ringgit JPHQ Buy 8/27/14 - Mexican Peso HSBK Buy 8/27/14 - Singapore Dollar DBAB Buy 8/27/14 - Chilean Peso CITI Buy 8/29/14 - ) Euro DBAB Sell 8/29/14 - ) Japanese Yen JPHQ Sell 8/29/14 - Malaysian Ringgit HSBK Buy 8/29/14 - Mexican Peso CITI Buy 8/29/14 - Mexican Peso HSBK Buy 8/29/14 - Philippine Peso JPHQ Buy 8/29/14 - Polish Zloty DBAB Buy EUR 8/29/14 - Euro DBAB Sell 9/03/14 - ) Mexican Peso HSBK Buy 9/03/14 - Euro DBAB Sell 9/05/14 - ) Polish Zloty DBAB Buy EUR 9/05/14 - Swedish Krona DBAB Buy EUR 9/05/14 - ) Japanese Yen BZWS Sell 9/18/14 - Euro BZWS Sell 9/19/14 - ) Euro DBAB Sell 9/23/14 - ) Hungary Forint JPHQ Buy EUR 9/23/14 - ) South Korean Won JPHQ Buy 9/23/14 - South Korean Won HSBK Buy 9/23/14 - Euro BZWS Sell 9/24/14 - ) Hungary Forint JPHQ Buy EUR 9/25/14 - ) Euro DBAB Sell 9/26/14 - ) Malaysian Ringgit DBAB Buy 9/26/14 - Malaysian Ringgit HSBK Buy 9/26/14 - Mexican Peso HSBK Buy 9/26/14 - ) South Korean Won HSBK Buy 9/26/14 - Euro BZWS Sell 9/29/14 - ) Japanese Yen JPHQ Sell 9/29/14 - Chilean Peso DBAB Buy 9/30/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Euro DBAB Sell 9/30/14 - ) Euro GSCO Sell 9/30/14 - ) Euro HSBK Sell 9/30/14 - ) Japanese Yen JPHQ Sell 9/30/14 - Euro DBAB Sell 10/03/14 - ) Euro DBAB Sell 10/07/14 - Euro JPHQ Sell 10/07/14 - Euro DBAB Sell 10/09/14 - ) Euro GSCO Sell 10/09/14 - ) Euro JPHQ Sell 10/14/14 - ) Chilean Peso CITI Buy 10/20/14 - ) Euro HSBK Sell 10/20/14 - ) Japanese Yen JPHQ Sell 10/20/14 - Malaysian Ringgit JPHQ Buy 10/20/14 - ) Mexican Peso DBAB Buy 10/21/14 - ) Japanese Yen BZWS Sell 10/22/14 - Malaysian Ringgit HSBK Buy 10/22/14 - ) Malaysian Ringgit JPHQ Buy JPY 10/22/14 - Mexican Peso DBAB Buy 10/22/14 - ) Mexican Peso CITI Buy 10/23/14 - ) Chilean Peso CITI Buy 10/24/14 - ) Euro JPHQ Sell 10/24/14 - Malaysian Ringgit DBAB Buy 10/24/14 - ) Malaysian Ringgit HSBK Buy 10/24/14 - ) Malaysian Ringgit JPHQ Buy 10/24/14 - ) Chilean Peso BZWS Buy 10/27/14 - ) Euro BZWS Sell 10/27/14 - South Korean Won JPHQ Buy 10/27/14 - ) Chilean Peso DBAB Buy 10/29/14 - ) Euro DBAB Sell 10/29/14 - Euro GSCO Sell 10/29/14 - Chilean Peso DBAB Buy 10/31/14 - ) Euro DBAB Sell 10/31/14 - Malaysian Ringgit JPHQ Buy 10/31/14 - ) Euro DBAB Sell 11/03/14 - Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Euro DBAB Sell 11/05/14 - ) Euro BZWS Sell 11/05/14 - ) Japanese Yen CITI Sell 11/05/14 - Japanese Yen BZWS Sell 11/05/14 - Japanese Yen SCNY Sell 11/05/14 - Euro DBAB Sell 11/10/14 - ) Japanese Yen CITI Sell 11/10/14 - Euro JPHQ Sell 11/12/14 - ) Japanese Yen HSBK Sell 11/12/14 - Mexican Peso CITI Buy 11/12/14 - Japanese Yen JPHQ Sell 11/13/14 - Japanese Yen MSCO Sell 11/14/14 - Malaysian Ringgit JPHQ Buy 11/14/14 - Euro MSCO Sell 11/17/14 - ) Euro DBAB Sell 11/17/14 - ) Japanese Yen CITI Sell 11/17/14 - Japanese Yen SCNY Sell 11/17/14 - Euro DBAB Sell 11/19/14 - ) Japanese Yen DBAB Sell 11/19/14 - Japanese Yen CITI Sell 11/19/14 - Malaysian Ringgit DBAB Buy 11/19/14 - Euro DBAB Sell 11/20/14 - ) Euro JPHQ Sell 11/20/14 - ) Japanese Yen JPHQ Sell 11/20/14 - Japanese Yen HSBK Sell 11/20/14 - Japanese Yen CITI Sell 11/20/14 - Malaysian Ringgit HSBK Buy 11/20/14 - South Korean Won JPHQ Buy 11/24/14 - ) Euro DBAB Sell 11/28/14 - ) Unrealized appreciation (depreciation) ) Net unrealized appreciation (depreciation) $ * In U.S. dollars unless otherwise indicated. Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) At November 30, 2013, the Fund had the follow ing interest rate sw ap contracts outstanding. See Note 3. Interest Rate Sw ap Contracts Counterparty / Expiration Notional Unrealized Unrealized Description Exchange Date Amount Appreciation Depreciation OTC Sw aps Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 2.184% DBAB 10/15/20 $ $ - $ ) Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 3.558% JPHQ 3/04/21 - ) Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 3.523% DBAB 3/28/21 - ) Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 3.963% JPHQ 11/23/40 - ) Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 4.368% CITI 12/20/40 - ) Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 4.215% JPHQ 1/11/41 - ) Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 4.347% CITI 2/25/41 - ) Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 4.349% JPHQ 2/25/41 - ) Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 4.320% JPHQ 2/28/41 - ) Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 4.299% JPHQ 3/01/41 - ) Net unrealized appreciation (depreciation) $ ) A BBREVIATIONS Counterparty BZWS - Barclays Bank PLC CITI - Citibank N.A. DBAB - Deutsche Bank AG GSCO - The Goldman Sachs Group, Inc. HSBK - HSBC Bank PLC JPHQ - JPMorgan Chase Bank, N.A. MSCO - Morgan Stanley and Co. Inc. SCNY - Standard Chartered Bank UBSW - UBS AG Currency BRL - Brazilian Real CAD - Canadian Dollar EUR - Euro HUF - Hungarian Forint IDR - Indonesian Rupiah JPY - Japanese Yen KRW - South Korean Won LKR - Sri Lankan Rupee MXN - Mexican Peso MYR - Malaysian Ringgit PEN - Peruvian Nuevo Sol PHP - Philippine Peso PLN - Polish Zloty SEK - Swedish Krona SGD - Singapore Dollar Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Selected Portfolio BHAC - Berkshire Hathaway Assurance Corp. FHLB - Federal Home Loan Bank FRN - Floating Rate Note Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) Templeton Global Total Return Fund Shares Value Common Stocks and Other Equity Interests 0.0% † United Kingdom 0.0% † a CEVA Holdings LLC 920 $ 896,561 United States 0.0% † a Bennu Oil & Gas LLC, A 250 16,750 a,b Comfort Co. Inc., Escrow Account 1,299 — a,b NewPage Corp., Litigation Trust 2,500,000 — a NewPage Holdings Inc. 10,000 905,000 921,750 Total Common Stocks and Other Equity Interests (Cost $3,178,648) 1,818,311 Convertible Preferred Stocks 0.0% † United Kingdom 0.0% † a CEVA Holdings LLC, cvt. pfd., A-1 37 35,150 a CEVA Holdings LLC, cvt. pfd., A-2 1,991 1,891,051 Total Convertible Preferred Stocks (Cost $2,895,379) 1,926,201 Preferred Stocks (Cost $575,000) 0.0% † United States 0.0% † GMAC Capital Trust I, 8.125%, pfd. 23,000 617,320 Principal Amount * Convertible Bonds (Cost $53,860,000) 0.6% Canada 0.6% c B2gold Corp., cvt., senior sub. note, 144A, 3.25%, 10/01/18 53,860,000 47,827,680 Foreign Government and Agency Securities 62.0% Argentina 0.2% d Government of Argentina, GDP Linked Securities, 6.266%, 12/15/35 187,930,000 17,049,949 Bosnia & Herzegovina 0.0% † e Government of Bosnia & Herzegovina, senior bond, B, FRN, 1.063%, 12/11/21 247,917 DEM 144,638 Brazil 2.6% Letra Tesouro Nacional, Strip, 1/01/15 1,390 f BRL 532,435 Nota Do Tesouro Nacional, 10.00%, 1/01/17 8,225 f BRL 3,327,263 10.00%, 1/01/23 289,500 f BRL 106,074,788 g Index Linked, 6.00%, 5/15/15 8,804 f BRL 9,004,990 g Index Linked, 6.00%, 8/15/16 5,657 f BRL 5,729,717 g Index Linked, 6.00%, 5/15/17 5,321 f BRL 5,367,169 g Index Linked, 6.00%, 8/15/18 3,665 f BRL 3,670,346 g Index Linked, 6.00%, 5/15/45 400 f BRL 373,021 senior note, 10.00%, 1/01/19 186,780 f BRL 72,750,974 206,830,703 Canada 1.1% Government of Canada, 2.25%, 8/01/14 11,104,000 CAD 10,548,643 1.00%, 11/01/14 20,933,000 CAD 19,721,588 2.00%, 12/01/14 16,423,000 CAD 15,625,444 1.00%, 2/01/15 44,526,000 CAD 41,947,561 87,843,236 Croatia 0.1% c Government of Croatia, 144A, 6.75%, 11/05/19 4,070,000 4,390,513 Ghana 1.9% Government of Ghana, 13.45%, 2/17/14 40,170,000 GHS 17,460,177 12.39%, 4/28/14 20,230,000 GHS 8,676,314 13.00%, 6/02/14 10,857,000 GHS 4,678,007 Quarterly Statement of Investments | See Notes to Statements of Investments. Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) 14.00%, 10/13/14 GHS 14.99%, 2/23/15 GHS 24.00%, 5/25/15 GHS 21.00%, 10/26/15 GHS 19.24%, 5/30/16 GHS 26.00%, 6/05/17 GHS 23.00%, 8/21/17 GHS 19.04%, 9/24/18 GHS c 144A, 7.875%, 8/07/23 Hungary 5.3% Government of Hungary, 5.50%, 2/12/14 HUF 7.75%, 8/24/15 HUF 5.50%, 2/12/16 HUF 5.50%, 12/22/16 HUF 4.125%, 2/19/18 6.50%, 6/24/19 HUF 7.50%, 11/12/20 HUF 5.375%, 2/21/23 A, 8.00%, 2/12/15 HUF A, 6.75%, 11/24/17 HUF A, 5.50%, 12/20/18 HUF A, 7.00%, 6/24/22 HUF A, 6.00%, 11/24/23 HUF B, 6.75%, 2/24/17 HUF D, 6.75%, 8/22/14 HUF h Reg S, 6.00%, 1/11/19 EUR senior note, 6.25%, 1/29/20 senior note, 6.375%, 3/29/21 h senior note, Reg S, 3.50%, 7/18/16 EUR h senior note, Reg S, 4.375%, 7/04/17 EUR h senior note, Reg S, 5.75%, 6/11/18 EUR h senior note, Reg S, 3.875%, 2/24/20 EUR Iceland 0.7% c Government of Iceland, 144A, 4.875%, 6/16/16 5.875%, 5/11/22 Indonesia 0.3% Government of Indonesia, FR20, 14.275%, 12/15/13 IDR FR31, 11.00%, 11/15/20 IDR FR34, 12.80%, 6/15/21 IDR FR35, 12.90%, 6/15/22 IDR FR36, 11.50%, 9/15/19 IDR FR39, 11.75%, 8/15/23 IDR FR40, 11.00%, 9/15/25 IDR FR42, 10.25%, 7/15/27 IDR FR43, 10.25%, 7/15/22 IDR FR44, 10.00%, 9/15/24 IDR FR46, 9.50%, 7/15/23 IDR FR47, 10.00%, 2/15/28 IDR FR52, 10.50%, 8/15/30 IDR Ireland 6.7% Government of Ireland, 5.50%, 10/18/17 EUR 5.90%, 10/18/19 EUR 4.50%, 4/18/20 EUR 5.00%, 10/18/20 EUR senior bond, 4.50%, 10/18/18 EUR Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) senior bond, 4.40%, 6/18/19 EUR senior bond, 5.40%, 3/13/25 EUR Latvia 0.6% c Government of Latvia, 144A, 5.25%, 2/22/17 senior note, 144A, 5.25%, 6/16/21 Lithuania 0.2% c Government of Lithuania, 144A, 6.75%, 1/15/15 7.375%, 2/11/20 Malaysia 3.2% Government of Malaysia, 3.434%, 8/15/14 MYR 3.741%, 2/27/15 MYR 3.835%, 8/12/15 MYR 4.72%, 9/30/15 MYR 3.197%, 10/15/15 MYR senior bond, 5.094%, 4/30/14 MYR senior bond, 4.262%, 9/15/16 MYR senior note, 3.172%, 7/15/16 MYR Mexico 6.4% Government of Mexico, 7.00%, 6/19/14 i MXN 9.50%, 12/18/14 i MXN 6.00%, 6/18/15 i MXN 8.00%, 12/17/15 i MXN 6.25%, 6/16/16 i MXN 7.25%, 12/15/16 i MXN 7.75%, 12/14/17 i MXN j Mexican Udibonos, Index Linked, 4.50%, 12/18/14 k MXN 5.00%, 6/16/16 k MXN 3.50%, 12/14/17 k MXN 4.00%, 6/13/19 k MXN 2.50%, 12/10/20 k MXN Philippines 1.3% Government of the Philippines, senior bond, 6.375%, 5/13/15 PHP senior bond, 8.375%, 5/22/15 PHP senior bond, 7.00%, 1/27/16 PHP senior bond, 9.125%, 9/04/16 PHP senior note, 6.25%, 1/27/14 PHP senior note, 1.625%, 4/25/16 PHP Poland 3.5% Government of Poland, 5.75%, 4/25/14 PLN 5.50%, 4/25/15 PLN 6.25%, 10/24/15 PLN 5.00%, 4/25/16 PLN 4.75%, 10/25/16 PLN e FRN, 2.71%, 1/25/17 PLN e FRN, 2.71%, 1/25/21 PLN Russia 0.1% Russia Foreign Bond, senior bond, c 144A, 7.50%, 3/31/30 Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) h Reg S, 7.50%, 3/31/30 Serbia 2.6% c Government of Serbia, senior note, 144A, 4.875%, 2/25/20 7.25%, 9/28/21 Serbia Treasury Bill, Strip, 12/12/13 RSD Serbia Treasury Bond, 10.00%, 6/27/16 RSD 8/15/16 RSD 11/21/18 RSD Serbia Treasury Note, 10.00%, 3/01/15 RSD 3/21/15 RSD 4/27/15 RSD 9/14/15 RSD 9/28/15 RSD 10/18/15 RSD 12/06/15 RSD 2/21/16 RSD 10/17/16 RSD 11/08/17 RSD Singapore 0.0% † Government of Singapore, senior note, 1.125%, 4/01/16 SGD Slovenia 1.4% c Government of Slovenia, senior note, 144A, 5.50%, 10/26/22 5.85%, 5/10/23 South Korea 13.7% Korea Monetary Stabilization Bond, senior bond, 3.48%, 12/02/13 KRW senior bond, 3.47%, 2/02/14 KRW senior bond, 3.59%, 4/02/14 KRW senior bond, 2.47%, 4/02/15 KRW senior bond, 2.80%, 8/02/15 KRW senior bond, 2.81%, 10/02/15 KRW senior note, 3.28%, 6/02/14 KRW senior note, 2.57%, 6/09/14 KRW senior note, 2.82%, 8/02/14 KRW senior note, 2.78%, 10/02/14 KRW senior note, 2.84%, 12/02/14 KRW senior note, 2.74%, 2/02/15 KRW senior note, 2.76%, 6/02/15 KRW Korea Treasury Bond, senior bond, 3.00%, 12/10/13 KRW senior bond, 3.50%, 6/10/14 KRW senior note, 3.25%, 12/10/14 KRW senior note, 4.50%, 3/10/15 KRW senior note, 3.25%, 6/10/15 KRW senior note, 4.00%, 9/10/15 KRW senior note, 2.75%, 12/10/15 KRW Korea Treasury Note, senior bond, 4.00%, 3/10/16 KRW Sri Lanka 0.7% Government of Sri Lanka, A, 7.00%, 3/01/14 LKR A, 11.25%, 7/15/14 LKR A, 11.75%, 3/15/15 LKR A, 6.50%, 7/15/15 LKR A, 11.00%, 8/01/15 LKR Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) A, 6.40%, 8/01/16 86,300,000 LKR 595,746 A, 5.80%, 1/15/17 394,700,000 LKR 2,641,152 A, 8.00%, 11/15/18 542,330,000 LKR 3,638,714 A, 9.00%, 5/01/21 162,810,000 LKR 1,097,005 B, 11.75%, 4/01/14 16,670,000 LKR 127,981 B, 6.60%, 6/01/14 33,700,000 LKR 253,473 B, 11.00%, 9/01/15 333,600,000 LKR 2,573,816 B, 8.00%, 6/01/16 1,537,000,000 LKR 11,070,557 B, 6.40%, 10/01/16 885,200,000 LKR 6,042,729 B, 5.80%, 7/15/17 973,900,000 LKR 6,310,167 B, 8.50%, 7/15/18 124,950,000 LKR 868,738 C, 8.50%, 4/01/18 221,130,000 LKR 1,541,221 D, 8.50%, 6/01/18 119,600,000 LKR 828,657 53,004,192 Sweden 1.8% Government of Sweden, 6.75%, 5/05/14 575,330,000 SEK 89,895,148 Kommuninvest I Sverige AB, 2.25%, 5/05/14 318,830,000 SEK 48,882,778 138,777,926 Ukraine 2.2% c Government of Ukraine, 144A, 9.25%, 7/24/17 13,210,000 12,334,837 144A, 7.75%, 9/23/20 50,845,000 44,997,825 senior bond, 144A, 6.58%, 11/21/16 9,395,000 8,414,867 senior bond, 144A, 7.80%, 11/28/22 87,520,000 75,906,096 senior note, 144A, 6.25%, 6/17/16 3,000,000 2,690,625 senior note, 144A, 6.75%, 11/14/17 300,000 265,125 senior note, 144A, 7.95%, 2/23/21 12,058,000 10,663,794 senior note, 144A, 7.50%, 4/17/23 21,370,000 18,324,775 173,597,944 Uruguay 5.4% j Government of Uruguay, Index Linked, 4.25%, 4/05/27 130,009,548 UYU 6,342,065 Index Linked, zero cpn., 4/11/14 53,812,770 UYU 2,497,904 Index Linked, zero cpn., 4/16/14 26,045,490 UYU 1,208,150 Index Linked, zero cpn., 3/26/15 14,785,530 UYU 654,043 senior bond, Index Linked, 5.00%, 9/14/18 67,111,159 UYU 3,462,945 senior bond, Index Linked, 4.375%, 12/15/28 2,206,388,318 UYU 110,287,107 senior bond, Index Linked, 3.70%, 6/26/37 23,880,897 UYU 1,073,146 Uruguay Notas del Tesoro, 9.00%, 1/27/14 400,183,000 UYU 18,718,810 9.75%, 6/14/14 227,208,000 UYU 10,501,496 10.50%, 3/21/15 288,830,000 UYU 13,089,178 10.25%, 8/22/15 547,671,000 UYU 24,541,908 9.50%, 1/27/16 496,989,000 UYU 21,416,775 11.00%, 3/21/17 66,205,000 UYU 2,858,547 j Index Linked, 4.00%, 6/14/15 421,086,975 UYU 19,706,653 j 2, Index Linked, 7.00%, 12/23/14 104,217,489 UYU 5,042,584 j 10, Index Linked, 4.25%, 1/05/17 16,862,610 UYU 774,557 j 13, Index Linked, 4.00%, 5/25/25 484,653,822 UYU 22,903,728 j 14, Index Linked, 4.00%, 6/10/20 498,001,794 UYU 23,856,803 j 16, Index Linked, 3.25%, 1/27/19 863,628 UYU 37,863 j 17, Index Linked, 2.75%, 6/16/16 303,822,144 UYU 13,714,402 j 18, Index Linked, 2.25%, 8/23/17 258,457,077 UYU 11,193,289 j 19, Index Linked, 2.50%, 9/27/22 162,255,477 UYU 6,950,455 Uruguay Treasury Bill, Strip, 7/24/14 457,450,000 UYU 19,718,904 9/11/14 619,210,000 UYU 26,236,764 12/18/14 37,470,000 UYU 1,531,539 2/05/15 37,850,000 UYU 1,519,756 3/26/15 409,098,000 UYU 16,073,097 5/14/15 262,174,000 UYU 10,110,641 7/02/15 109,781,000 UYU 4,190,090 8/20/15 582,066,000 UYU 21,862,723 10/08/15 69,680,000 UYU 2,578,720 Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) 424,654,642 Vietnam 0.0% † Government of Vietnam, c 144A, 6.75%, 1/29/20 2,790,000 3,027,457 h Reg S, 6.875%, 1/15/16 100,000 107,587 3,135,044 Total Foreign Government and Agency Securities (Cost $4,881,002,292) 4,931,896,619 Quasi -Sovereign and Corporate Bonds 12.7% Australia 0.2% c Barminco Finance Pty. Ltd., senior note, 144A, 9.00%, 6/01/18 3,100,000 2,908,434 c FMG Resources (August 2006) Pty. Ltd., senior note, 144A, 7.00%, 11/01/15 400,000 414,566 6.00%, 4/01/17 1,000,000 1,062,500 6.875%, 2/01/18 7,000,000 7,420,000 8.25%, 11/01/19 600,000 673,500 12,479,000 Bermuda 0.1% c Digicel Group Ltd., senior note, 144A, 8.25%, 9/30/20 2,600,000 2,723,500 c Digicel Ltd., senior note, 144A, 6.00%, 4/15/21 6,100,000 5,915,841 8,639,341 Canada 0.4% CHC Helicopter SA, senior secured note, first lien, 9.25%, 10/15/20 10,500,000 11,333,437 c Inmet Mining Corp., senior note, 144A, 8.75%, 6/01/20 10,000,000 10,925,000 7.50%, 6/01/21 1,500,000 1,571,250 Novelis Inc., senior note, 8.375%, 12/15/17 1,000,000 1,070,000 8.75%, 12/15/20 4,000,000 4,500,000 29,399,687 France 0.1% CGG, senior note, 9.50%, 5/15/16 47,000 49,761 7.75%, 5/15/17 2,850,000 2,946,188 6.50%, 6/01/21 6,600,000 6,814,500 9,810,449 Germany 0.2% c Faenza GmbH, senior note, 144A, 8.25%, 8/15/21 2,200,000 EUR 3,214,484 c Orion Engineered Carbons Bondco GmbH, senior secured bond, 144A, 10.00%, 6/15/18 1,440,000 EUR 2,178,602 c,l Orion Engineered Carbons Finance & Co. SCA, senior note, 144A, PIK, 9.25%, 8/01/19 4,000,000 4,200,000 c Unitymedia Hessen GmbH & Co.KG/Unitymedia NRW GmbH, secured bond, 144A, 5.75%, 1/15/23 2,100,000 EUR 2,941,785 senior secured note, 144A, 5.625%, 4/15/23 1,000,000 EUR 1,374,544 13,909,415 Italy 0.2% c Wind Acquisition Finance SA, senior secured note, 144A, 11.75%, 7/15/17 12,300,000 13,084,125 c,l Wind Acquisition Holdings Finance SA, senior secured note, 144A, PIK, 12.25%, 7/15/17 153,064 EUR 206,688 13,290,813 Japan 0.0% † c eAccess Ltd., senior note, 144A, 8.25%, 4/01/18 1,300,000 1,436,500 8.375%, 4/01/18 500,000 EUR 756,459 2,192,959 Kazakhstan 0.3% c Halyk Savings Bank of Kazakhstan JSC, senior note, 144A, 7.25%, 1/28/21 23,770,000 25,211,056 HSBK (Europe) BV, senior note, c 144A, 7.25%, 5/03/17 200,000 215,356 h Reg S, 7.25%, 5/03/17 100,000 107,678 c KazMunayGas National Co., senior note, 144A, 11.75%, 1/23/15 1,300,000 1,440,894 Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Luxembourg 0.2% ArcelorMittal, senior note, 6.00%, 3/01/21 Intelsat Jackson Holdings SA, 6.625%, 12/15/22 c senior bond, 144A, 5.50%, 8/01/23 senior note, 8.50%, 11/01/19 senior note, 7.25%, 10/15/20 senior note, 7.50%, 4/01/21 Mexico 0.2% c Cemex SAB de CV, senior secured note, 144A, 9.00%, 1/11/18 Netherlands 0.3% c InterGen NV, secured bond, 144A, 7.00%, 6/30/23 c Nokia Siemens Networks Finance BV, senior note, 144A, 7.125%, 4/15/20 EUR c UPC Holding BV, senior note, 144A, 6.375%, 9/15/22 EUR 6.75%, 3/15/23 EUR c UPCB Finance II Ltd., senior secured note, 144A, 6.375%, 7/01/20 EUR c UPCB Finance VI Ltd., senior secured note, 144A, 6.875%, 1/15/22 Ziggo Bond Co., c senior bond, 144A, 8.00%, 5/15/18 EUR h senior note, Reg S, 8.00%, 5/15/18 EUR Russia 0.8% c Alfa Bond Issuance PLC (Alfa Bank OJSC), loan participation, secured note, 144A, 7.875%, 9/25/17 senior note, 144A, 7.75%, 4/28/21 Gaz Capital SA (OJSC Gazprom), loan participation, c senior bond, 144A, 6.51%, 3/07/22 h senior bond, Reg S, 6.51%, 3/07/22 c senior note, 144A, 5.092%, 11/29/15 LUKOIL International Finance BV, c 144A, 6.656%, 6/07/22 h Reg S, 6.656%, 6/07/22 c senior note, 144A, 6.125%, 11/09/20 TNK-BP Finance SA, c senior bond, 144A, 7.25%, 2/02/20 h senior note, Reg S, 7.875%, 3/13/18 c VTB Capital SA (VTB Bank), loan participation, senior bond, 144A, 6.25%, 6/30/35 South Africa 1.0% c Edcon Holdings Pty. Ltd., e secured note, 144A, FRN, 5.724%, 6/15/15 EUR senior note, 144A, 13.375%, 6/30/19 EUR Edcon Pty. Ltd., c secured note, 144A, 9.50%, 3/01/18 EUR c senior secured note, 144A, 9.50%, 3/01/18 c senior secured note, 144A, 9.50%, 3/01/18 EUR h senior secured note, Reg S, 9.50%, 3/01/18 EUR South Korea 0.1% c The Export-Import Bank of Korea, senior note, 144A, 1.45%, 5/19/14 SEK Spain 0.1% c Abengoa Finance SAU, senior note, 144A, 8.875%, 11/01/17 Switzerland 0.1% c Ineos Group Holdings SA, secured note, second lien, 144A, 7.875%, 2/15/16 EUR senior note, 144A, 6.50%, 8/15/18 EUR Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Trinidad and Tobago 0.0% † Petro Co. of Trinidad and Tobago Ltd., senior note, c 144A, 9.75%, 8/14/19 h Reg S, 9.75%, 8/14/19 Ukraine 0.4% c Financing of Infrastructure Projects State Enterprise, 144A, 8.375%, 11/03/17 7.40%, 4/20/18 United Arab Emirates 0.2% DP World Ltd., c 144A, 6.85%, 7/02/37 h Reg S, 6.85%, 7/02/37 c Dubai Electricity & Water Authority, senior note, 144A, 7.375%, 10/21/20 United Kingdom 0.5% c Algeco Scotsman Global Finance PLC, first lien, 144A, 9.00%, 10/15/18 EUR senior secured note, first lien, 144A, 8.50%, 10/15/18 c Boparan Finance PLC, senior note, 144A, 9.75%, 4/30/18 EUR c CEVA Group PLC, senior note, first lien, 144A, 4.00%, 5/01/18 c Expro Finance Luxembourg, senior secured note, 144A, 8.50%, 12/15/16 HSBC Holdings PLC, sub. note, 6.50%, 9/15/37 Kerling PLC, senior secured note, c 144A, 10.625%, 2/01/17 EUR h Reg S, 10.625%, 2/01/17 EUR c Lynx II Corp., senior bond, 144A, 6.375%, 4/15/23 c Matalan Finance Ltd., senior secured note, 144A, 8.875%, 4/29/16 GBP c New Look Bondco I PLC, 144A, 8.75%, 5/14/18 GBP Royal Bank of Scotland Group PLC, sub. note, 6.125%, 12/15/22 The Royal Bank of Scotland PLC, sub. note, 6.934%, 4/09/18 EUR United States 7.2% c Academy Ltd./Finance Corp., senior note, 144A, 9.25%, 8/01/19 Alere Inc., senior sub. note, 6.50%, 6/15/20 Ally Financial Inc., senior note, 4.75%, 9/10/18 7.50%, 9/15/20 Antero Resources Finance Corp., senior note, 9.375%, 12/01/17 7.25%, 8/01/19 Ashland Inc., senior note, 4.75%, 8/15/22 m Bank of America Corp., pfd., sub. bond, M, 8.125% to 5/15/18, FRN thereafter, Perpetual c BMC Software Finance Inc., senior note, 144A, 8.125%, 7/15/21 Caesars Entertainment Operating Co. Inc., first lien, 9.00%, 2/15/20 senior secured note, 11.25%, 6/01/17 c Calpine Corp., senior secured note, 144A, 7.875%, 7/31/20 7.50%, 2/15/21 7.875%, 1/15/23 c Capsugel FinanceCo SCA, senior note, 144A, 9.875%, 8/01/19 EUR CCO Holdings LLC/CCO Holdings Capital Corp., senior bond, 5.25%, 9/30/22 senior note, 7.25%, 10/30/17 senior note, 8.125%, 4/30/20 CDW LLC/Finance Corp., senior note, 8.50%, 4/01/19 CenturyLink Inc., senior bond, 6.75%, 12/01/23 Chaparral Energy Inc., senior note, 9.875%, 10/01/20 8.25%, 9/01/21 Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Chesapeake Energy Corp., senior note, 6.625%, 8/15/20 5.75%, 3/15/23 CHS/Community Health Systems Inc., senior note, 8.00%, 11/15/19 senior note, 7.125%, 7/15/20 senior secured note, 5.125%, 8/15/18 CIT Group Inc., senior bond, 5.00%, 8/01/23 senior note, 5.375%, 5/15/20 senior note, 5.00%, 8/15/22 c senior note, 144A, 6.625%, 4/01/18 Clayton Williams Energy Inc., senior note, 7.75%, 4/01/19 Clear Channel Communications Inc., senior secured bond, first lien, 9.00%, 3/01/21 senior secured note, first lien, 9.00%, 12/15/19 senior secured note, first lien, 11.25%, 3/01/21 Clear Channel Worldwide Holdings Inc., senior note, 6.50%, 11/15/22 senior sub. note, 7.625%, 3/15/20 senior sub. note, 7.625%, 3/15/20 ClubCorp Club Operations Inc., senior note, 10.00%, 12/01/18 c,l CommScope Holdings Co. Inc., senior note, 144A, PIK, 6.625%, 6/01/20 c CommScope Inc., senior note, 144A, 8.25%, 1/15/19 CONSOL Energy Inc., senior note, 8.00%, 4/01/17 8.25%, 4/01/20 6.375%, 3/01/21 Cricket Communications Inc., senior note, 7.75%, 10/15/20 Crosstex Energy LP/Crosstex Energy Finance Corp., senior note, 8.875%, 2/15/18 Crown Castle International Corp., senior bond, 5.25%, 1/15/23 DaVita HealthCare Partners Inc., senior note, 5.75%, 8/15/22 Del Monte Corp., senior note, 7.625%, 2/15/19 DISH DBS Corp., senior note, 7.75%, 5/31/15 7.125%, 2/01/16 5.875%, 7/15/22 E*TRADE Financial Corp., senior note, 6.375%, 11/15/19 El Paso Corp., senior note, 7.00%, 6/15/17 Emergency Medical Services Corp., senior note, 8.125%, 6/01/19 Energy Transfer Equity LP, n senior bond, 5.875%, 1/15/24 senior note, 7.50%, 10/15/20 Energy XXI Gulf Coast Inc., 7.75%, 6/15/19 senior note, 9.25%, 12/15/17 Equinix Inc., senior bond, 5.375%, 4/01/23 Euramax International Inc., senior secured note, 9.50%, 4/01/16 c Exopack Holding Corp., senior note, 144A, 10.00%, 6/01/18 First Data Corp., senior bond, 12.625%, 1/15/21 c senior note, 144A, 11.25%, 1/15/21 c senior secured bond, 144A, 8.25%, 1/15/21 Ford Motor Credit Co. LLC, senior note, 6.625%, 8/15/17 5.00%, 5/15/18 8.125%, 1/15/20 Freescale Semiconductor Inc., senior note, 8.05%, 2/01/20 senior note, 10.75%, 8/01/20 c senior secured note, 144A, 9.25%, 4/15/18 Frontier Communications Corp., senior bond, 7.625%, 4/15/24 senior note, 8.50%, 4/15/20 senior note, 8.75%, 4/15/22 Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) senior note, 7.125%, 1/15/23 senior note, 7.875%, 1/15/27 c Gannett Co. Inc., senior note, 144A, 5.125%, 7/15/20 c General Motors Financial Co. Inc., senior note, 144A, 3.25%, 5/15/18 GMAC Inc., sub. note, 8.00%, 12/31/18 The Goodyear Tire & Rubber Co., senior note, 6.50%, 3/01/21 Halcon Resources Corp., senior note, 8.875%, 5/15/21 HCA Inc., senior note, 7.50%, 2/15/22 senior secured note, 7.875%, 2/15/20 senior secured note, 5.875%, 3/15/22 HDTFS Inc., 6.25%, 10/15/22 Hologic Inc., senior note, 6.25%, 8/01/20 Interactive Data Corp., senior note, 10.25%, 8/01/18 International Lease Finance Corp., senior note, 8.25%, 12/15/20 c senior secured note, 144A, 6.75%, 9/01/16 c inVentiv Health Inc., senior secured note, 144A, 9.00%, 1/15/18 c,l Jaguar Holding Co. I, senior note, 144A, PIK, 9.375%, 10/15/17 Jarden Corp., senior note, 6.125%, 11/15/22 c JBS USA LLC/Finance Inc., senior note, 144A, 8.25%, 2/01/20 7.25%, 6/01/21 m JPMorgan Chase & Co., junior sub. bond, 6.00% to 8/01/23, FRN thereafter, Perpetual c Kinder Morgan Finance Co. LLC, senior secured note, 144A, 6.00%, 1/15/18 Linn Energy LLC/Finance Corp., senior note, 8.625%, 4/15/20 7.75%, 2/01/21 c 144A, 6.25%, 11/01/19 The Manitowoc Co. Inc., senior note, 9.50%, 2/15/18 8.50%, 11/01/20 Meritor Inc., senior note, 6.75%, 6/15/21 MGM Resorts International, senior note, 6.875%, 4/01/16 7.50%, 6/01/16 8.625%, 2/01/19 6.75%, 10/01/20 6.625%, 12/15/21 Michael's Stores Inc., senior note, 7.75%, 11/01/18 Midstates Petroleum Co. Inc./LLC, senior note, 9.25%, 6/01/21 Navistar International Corp., senior note, 8.25%, 11/01/21 c Nuveen Investments Inc., senior note, 144A, 9.125%, 10/15/17 9.50%, 10/15/20 Offshore Group Investment Ltd., senior bond, first lien, 7.125%, 4/01/23 senior secured note, first lien, 7.50%, 11/01/19 PBF Holding Co. LLC, first lien, 8.25%, 2/15/20 Penn Virginia Corp., senior note, 8.50%, 5/01/20 Pinnacle Entertainment Inc., senior sub. note, 8.75%, 5/15/20 7.75%, 4/01/22 Plains Exploration & Production Co., senior note, 6.125%, 6/15/19 6.625%, 5/01/21 6.875%, 2/15/23 c PNK Finance Corp., senior note, 144A, 6.375%, 8/01/21 c Post Holdings Inc., senior note, 144A, 6.75%, 12/01/21 Quicksilver Resources Inc., c,e secured note, second lien, 144A, FRN, 7.00%, 6/21/19 senior note, 9.125%, 8/15/19 Regions Bank, sub. note, 7.50%, 5/15/18 Reynolds Group Issuer Inc./LLC/SA, senior note, 8.50%, 5/15/18 Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) senior note, 9.00%, 4/15/19 8,550,000 9,191,250 senior note, 9.875%, 8/15/19 1,000,000 1,115,000 senior secured note, 7.125%, 4/15/19 500,000 537,500 Rite Aid Corp., senior secured note, 8.00%, 8/15/20 1,900,000 2,137,500 c Sabine Pass Liquefaction LLC, secured note, 144A, 5.625%, 2/01/21 7,600,000 7,543,000 c Samson Investment Co., senior note, 144A, 9.75%, 2/15/20 8,500,000 9,233,125 c Sealed Air Corp., senior note, 144A, 8.125%, 9/15/19 800,000 906,000 6.50%, 12/01/20 3,400,000 3,706,000 8.375%, 9/15/21 800,000 920,000 Shea Homes LP/Funding Corp., senior secured note, 8.625%, 5/15/19 1,200,000 1,332,000 SLM Corp., senior note, 8.45%, 6/15/18 3,900,000 4,558,125 5.50%, 1/15/19 3,600,000 3,737,750 Sprint Nextel Corp., senior note, 8.375%, 8/15/17 2,000,000 2,330,000 6.00%, 11/15/22 5,000,000 4,987,500 c 144A, 9.00%, 11/15/18 9,000,000 10,912,500 c 144A, 7.00%, 3/01/20 400,000 447,000 Sterling International Inc., senior note, 11.00%, 10/01/19 1,100,000 1,149,500 c Sun Merger Sub Inc., senior note, 144A, 5.875%, 8/01/21 1,400,000 1,452,500 T-Mobile USA Inc., senior bond, 6.50%, 1/15/24 1,000,000 1,015,000 senior note, 6.542%, 4/28/20 3,200,000 3,404,000 senior note, 6.125%, 1/15/22 600,000 612,750 Tenet Healthcare Corp., senior note, 8.125%, 4/01/22 3,900,000 4,241,250 Terex Corp., senior note, 6.00%, 5/15/21 5,400,000 5,602,500 c Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance Inc., senior secured note, 144A, 11.50%, 10/01/20 6,200,000 4,572,500 Toll Brothers Finance Corp., senior bond, 5.625%, 1/15/24 2,700,000 2,713,500 c Univision Communications Inc., senior secured bond, 144A, 6.75%, 9/15/22 2,000,000 2,210,000 senior secured note, 144A, 6.875%, 5/15/19 1,500,000 1,623,750 senior secured note, 144A, 7.875%, 11/01/20 2,500,000 2,793,750 senior secured note, 144A, 5.125%, 5/15/23 800,000 804,000 c Valeant Pharmaceuticals International Inc., senior note, 144A, 7.50%, 7/15/21 1,500,000 1,657,500 Visant Corp., senior note, 10.00%, 10/01/17 6,500,000 6,110,000 c VPI Escrow Corp., senior note, 144A, 6.375%, 10/15/20 7,600,000 8,046,500 W&T Offshore Inc., senior note, 8.50%, 6/15/19 4,600,000 4,968,000 West Corp., senior note, 7.875%, 1/15/19 3,500,000 3,801,875 574,460,799 Venezuela 0.1% Petroleos de Venezuela SA, senior sub. bond, 4.90%, 10/28/14 5,790,000 5,275,385 Total Quasi-Sovereign and Corporate Bonds (Cost $961,160,498) 1,009,252,854 Credit-Linked Notes 0.2% Ukraine 0.2% c,e Citigroup Funding Inc. (Export/Import Bank of Ukraine), 144A, FRN, 5.50%, 9/01/15 10,273,600 UAH 1,139,396 c ING Americas Issuance BV (Government of Ukraine), 144A, 5.50%, 8/24/15 63,854,000 UAH 7,083,100 8/25/15 22,752,800 UAH 2,523,446 Total Credit-Linked Notes (Cost $10,339,643) 10,745,942 e Senior Floating Rate Interests 0.1% Luxembourg 0.0% † August Luxuk Holding Co., Lux Second Lien, 10.50%, 4/27/19 164,128 168,231 United States 0.1% AdvancePierre Foods Inc., Second Lien Term Loan, 9.50%, 10/10/17 191,948 190,988 Air Distribution Technologies (Tomkins Air Distribution), Second Lien Initial Loan, 9.25%, 5/09/20 114,496 116,929 Ardent Medical Services Inc., Second Lien Term Loan, 11.00%, 1/02/19 118,114 119,591 l ATP Oil & Gas Corp., Additional NM Loans (DIP), PIK, 10.00%, 2/28/14 303 224 New Money (DIP), PIK, 10.00%, 2/28/14 2,149 1,588 Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Refinancing Loan (DIP), PIK, 10.00%, 2/28/14 4,589 3,390 August U.S. Holding Co. Inc., U.S. Second Lien, 10.50%, 4/27/19 53,741 55,084 Cumulus Media Holdings Inc., Second Lien Term Loan, 7.50%, 9/16/19 569,795 584,922 b Erickson Air-Crane Inc., Purchase Price Notes, 6.00%, 11/02/20 23,812 21,564 FRAM Group Holdings Inc. (Autoparts Holdings), Second Lien Term Loan, 10.50%, 1/29/18 95,485 90,950 NEP/NCP Holdco Inc., Second Lien Term Loan, 9.50%, 7/22/20 13,086 13,484 Patriot Coal Corp., DIP Term Loan, 9.25%, 12/31/13 120,594 121,197 Road Infrastructure Investment LLC (Ennis Flint), Second Lien Term Loan, 10.25%, 9/30/18 711,596 720,491 Sensus USA Inc., Second Lien Term Loan, 8.50%, 5/09/18 323,485 322,676 Vertafore Inc., Second Lien Term Loan, 9.75%, 10/27/17 201,821 205,908 2,568,986 Total Senior Floating Rate Interests (Cost $2,678,383) 2,737,217 Total Investments before Short Term Investments (Cost $5,915,689,843) 6,006,822,144 Short Term Investments 19.3% Foreign Government and Agency Securities 8.4% Canada 0.9% Government of Canada, 1.00%, 2/01/14 30,754,000 CAD 28,973,078 2.00%, 3/01/14 17,343,000 CAD 16,380,517 0.75%, 5/01/14 30,492,000 CAD 28,710,444 74,064,039 Hungary 0.1% o Hungary Treasury Bills, 1/08/14 - 6/25/14 827,480,000 HUF 3,668,563 Malaysia 1.4% o Bank of Negara Monetary Notes, 1/30/14 - 10/16/14 349,640,000 MYR 106,880,777 o Malaysia Treasury Bill, 5/30/14 890,000 MYR 271,872 107,152,649 Philippines 1.5% o Philippine Treasury Bill, 12/04/13 - 11/05/14 5,366,265,000 PHP 122,680,460 Singapore 3.8% o Monetary Authority of Singapore Treasury Bills, 1/03/14 - 2/14/14 50,864,000 SGD 40,516,282 o Singapore Treasury Bills, 1/10/14 - 5/16/14 42,371,000 SGD 33,736,051 5/30/14 118,514,000 SGD 94,337,597 10/31/14 170,000,000 SGD 135,142,109 303,732,039 South Korea 0.3% Korea Monetary Stabilization Bond, senior bond, 2.55%, 5/09/14 4,757,000,000 KRW 4,494,923 2.72%, 9/09/14 20,084,000,000 KRW 18,989,032 23,483,955 Sweden 0.1% o Sweden Treasury Bill, 12/18/13 54,570,000 SEK 8,317,085 Uruguay 0.3% o Uruguay Treasury Bills, 12/04/13 - 8/29/14 531,252,000 UYU 23,745,783 Total Foreign Government and Agency Securities (Cost $678,742,235) 666,844,573 Total Investments before Money Market Funds (Cost $6,594,432,078) 6,673,666,717 Shares Money Market Funds (Cost $868,180,863) 10.9% United States 10.9% a,p Institutional Fiduciary Trust Money Market Portfolio 868,180,863 868,180,863 Total Investments (Cost $7,462,612,941) 94.9% 7,541,847,580 Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Other Assets, less Liabilities 5.1% Net Assets 100.0% $ † Rounds to less than 0.1% of net assets. * The principal amount is stated in U.S. dollars unless otherwise indicated. a Non-income producing. b Security has been deemed illiquid because it may not be able to be sold within seven days. At November 30, 2013, the aggregate value of these securities was $21,564, representing less than 0.01% of net assets. c Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Trust's Board of Trustees. At November 30, 2013, the aggregate value of these securities was $1,080,584,896, representing 13.59% of net assets. d Security is linked to the Argentine GDP and does not pay principal over the life of the security or at expiration. The holder is entitled to receive only variable payments, subject to certain conditions, which are based on growth of the Argentine GDP and the principal or "notional" value of this GDP linked security. e The coupon rate shown represents the rate at period end. f Principal amount is stated in 1,000 Brazilian Real Units. g Redemption price at maturity is adjusted for inflation. h Security was purchased pursuant to Regulation S under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a security cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration. These securities have been deemed liquid under guidelines approved by the Trust's Board of Trustees. At November 30, 2013, the aggregate value of these securities was $68,584,289, representing 0.86% of net assets. i Principal amount is stated in 100 Mexican Peso Units. j Principal amount of security is adjusted for inflation. k Principal amount is stated in 100 Unidad de Inversion Units. l Income may be received in additional securities and/or cash. m Perpetual security with no stated maturity date. n Security purchased on a when-issued basis. o The security is traded on a discount basis with no stated coupon rate. p The Institutional Fiduciary Trust Money Market Portfolio is managed by Fund's investment manager. At November 30, 2013, the Fund had the following forward exchange contracts outstanding. See Note 3. Forward Exchange Contracts Contract Settlement Unrealized Unrealized Currency Counterparty Type Quantity Amount * Date Appreciation Depreciation Euro DBAB Sell 12/03/13 $ - $ ) Euro UBSW Sell 12/03/13 - ) Indian Rupee CITI Sell 12/03/13 - ) Indian Rupee CITI Buy 12/03/13 - Indian Rupee JPHQ Buy 12/04/13 - Indian Rupee JPHQ Sell 12/04/13 - Chilean Peso DBAB Buy 12/05/13 - ) Chilean Peso DBAB Buy 12/06/13 - ) Euro UBSW Sell 12/09/13 - ) Euro HSBK Sell 12/09/13 - ) Euro DBAB Sell 12/10/13 - ) Singapore Dollar DBAB Buy 12/10/13 - ) Australian Dollar DBAB Buy 12/11/13 - ) Australian Dollar DBAB Sell 12/11/13 - Singapore Dollar GSCO Buy 12/11/13 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Australian Dollar DBAB Buy 12/13/13 - ) Australian Dollar DBAB Sell 12/13/13 - Euro JPHQ Sell 12/13/13 - ) Malaysian Ringgit DBAB Buy 12/13/13 - ) Polish Zloty DBAB Buy EUR 12/13/13 - Singapore Dollar DBAB Buy 12/13/13 - Mexican Peso CITI Buy 12/16/13 - ) Swedish Krona MSCO Buy EUR 12/16/13 - ) Swedish Krona UBSW Buy EUR 12/17/13 - ) Euro DBAB Sell 12/18/13 - ) Indian Rupee JPHQ Buy 12/18/13 - Swedish Krona UBSW Buy EUR 12/18/13 - ) Malaysian Ringgit HSBK Buy 12/20/13 - ) Mexican Peso CITI Buy 12/23/13 - Singapore Dollar DBAB Buy 12/23/13 - Indian Rupee DBAB Buy 12/26/13 - Indian Rupee JPHQ Buy 12/31/13 - Indian Rupee DBAB Buy 12/31/13 - Malaysian Ringgit JPHQ Buy 12/31/13 - ) Norwegian Krone MSCO Buy EUR 1/02/14 - ) Philippine Peso DBAB Buy 1/02/14 - ) Euro DBAB Sell 1/03/14 - ) Indian Rupee DBAB Buy 1/03/14 - Philippine Peso DBAB Buy 1/03/14 - ) Indian Rupee CITI Buy 1/06/14 - Indian Rupee HSBK Buy 1/06/14 - Chilean Peso DBAB Buy 1/07/14 - ) Euro DBAB Sell 1/07/14 - ) Indian Rupee DBAB Buy 1/07/14 - Indian Rupee JPHQ Buy 1/07/14 - Indian Rupee HSBK Buy 1/07/14 - Japanese Yen DBAB Sell 1/07/14 - Chilean Peso DBAB Buy 1/08/14 - ) Indian Rupee DBAB Buy 1/08/14 - ) Malaysian Ringgit DBAB Buy 1/08/14 - ) Euro DBAB Sell 1/09/14 - ) Chilean Peso DBAB Buy 1/10/14 - ) Japanese Yen CITI Sell 1/10/14 - Japanese Yen HSBK Sell 1/10/14 - Mexican Peso CITI Buy 1/10/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Chilean Peso MSCO Buy 1/13/14 - ) Euro UBSW Sell 1/13/14 - ) Japanese Yen UBSW Sell 1/14/14 - Indian Rupee DBAB Buy 1/15/14 - ) Japanese Yen HSBK Sell 1/15/14 - Euro DBAB Sell 1/16/14 - ) Japanese Yen UBSW Sell 1/16/14 - Japanese Yen DBAB Sell 1/16/14 - Malaysian Ringgit JPHQ Buy 1/16/14 - ) Indian Rupee DBAB Buy 1/17/14 - ) Japanese Yen JPHQ Sell 1/17/14 - Japanese Yen HSBK Sell 1/17/14 - Japanese Yen DBAB Sell 1/17/14 - Euro BZWS Sell 1/21/14 - ) Indian Rupee JPHQ Buy 1/21/14 - ) Indian Rupee JPHQ Buy 1/22/14 - ) Indian Rupee DBAB Buy 1/22/14 - ) Malaysian Ringgit HSBK Buy 1/23/14 - ) Euro DBAB Sell 1/24/14 - ) Singapore Dollar JPHQ Buy 1/24/14 - ) Euro BZWS Sell 1/27/14 - ) Japanese Yen UBSW Sell 1/27/14 - Euro CITI Sell 1/28/14 - ) Japanese Yen HSBK Sell 1/28/14 - Japanese Yen DBAB Sell 1/28/14 - Chilean Peso DBAB Buy 1/29/14 - ) Indian Rupee HSBK Buy 1/29/14 - ) Chilean Peso JPHQ Buy 1/30/14 - ) Euro DBAB Sell 1/30/14 - Swedish Krona BZWS Buy EUR 1/30/14 - ) Swedish Krona UBSW Buy EUR 1/30/14 - ) Swedish Krona DBAB Buy EUR 1/30/14 - ) Chilean Peso JPHQ Buy 1/31/14 - ) Chilean Peso DBAB Buy 1/31/14 - ) Euro DBAB Sell 1/31/14 - ) Uruguayan Peso CITI Buy 1/31/14 - ) Chilean Peso DBAB Buy 2/03/14 - ) Euro UBSW Sell 2/03/14 - ) Chilean Peso DBAB Buy 2/04/14 - ) Malaysian Ringgit DBAB Buy 2/05/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Chilean Peso DBAB Buy 2/06/14 - ) Euro DBAB Sell 2/06/14 - ) Indian Rupee HSBK Buy 2/06/14 - ) Indian Rupee JPHQ Buy 2/06/14 - ) Singapore Dollar DBAB Buy 2/06/14 - Chilean Peso DBAB Buy 2/07/14 - ) Indian Rupee HSBK Buy 2/07/14 - ) Singapore Dollar HSBK Buy 2/07/14 - ) Singapore Dollar DBAB Buy 2/07/14 - Chilean Peso BZWS Buy 2/10/14 - ) Indian Rupee HSBK Buy 2/10/14 - ) Indian Rupee DBAB Buy 2/10/14 - ) Japanese Yen CITI Sell 2/10/14 - Mexican Peso CITI Buy 2/10/14 - ) Polish Zloty DBAB Buy EUR 2/10/14 - Swedish Krona UBSW Buy EUR 2/10/14 - ) Chilean Peso BZWS Buy 2/11/14 - ) Euro DBAB Sell 2/11/14 - ) Euro BZWS Sell 2/11/14 - ) Mexican Peso CITI Buy 2/11/14 - ) Singapore Dollar HSBK Buy 2/11/14 - Chilean Peso DBAB Buy 2/12/14 - ) Indian Rupee DBAB Buy 2/12/14 - Indian Rupee HSBK Buy 2/12/14 41 - Japanese Yen JPHQ Sell 2/12/14 - Japanese Yen GSCO Sell 2/12/14 - Japanese Yen HSBK Sell 2/12/14 - Malaysian Ringgit DBAB Buy 2/12/14 - Mexican Peso MSCO Buy 2/12/14 - ) Singapore Dollar BZWS Buy 2/12/14 - South Korean Won DBAB Buy 2/12/14 - Euro UBSW Sell 2/13/14 - ) Indian Rupee HSBK Buy 2/13/14 - Japanese Yen CITI Sell 2/13/14 - Japanese Yen JPHQ Sell 2/13/14 - Mexican Peso CITI Buy 2/13/14 - South Korean Won HSBK Buy 2/13/14 - Chilean Peso MSCO Buy 2/14/14 - ) Chilean Peso DBAB Buy 2/14/14 - ) Malaysian Ringgit HSBK Buy 2/14/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Mexican Peso MSCO Buy 2/14/14 - ) Singapore Dollar DBAB Buy 2/14/14 - Chilean Peso DBAB Buy 2/18/14 - ) Indian Rupee DBAB Buy 2/18/14 - Indian Rupee JPHQ Buy 2/18/14 - Japanese Yen JPHQ Sell 2/18/14 - Japanese Yen GSCO Sell 2/18/14 - Malaysian Ringgit HSBK Buy 2/18/14 - ) Malaysian Ringgit HSBK Buy 2/18/14 - Singapore Dollar HSBK Buy 2/18/14 - Euro JPHQ Sell 2/19/14 - ) Japanese Yen CITI Sell 2/19/14 - Japanese Yen GSCO Sell 2/19/14 - Malaysian Ringgit JPHQ Buy 2/19/14 - ) Euro BZWS Sell 2/20/14 - ) Indian Rupee JPHQ Buy 2/20/14 - Indian Rupee HSBK Buy 2/20/14 - Indian Rupee DBAB Buy 2/20/14 - Malaysian Ringgit JPHQ Buy 2/20/14 - ) Chilean Peso JPHQ Buy 2/21/14 - ) Euro DBAB Sell 2/21/14 - ) Malaysian Ringgit JPHQ Buy 2/21/14 - ) Chilean Peso JPHQ Buy 2/24/14 - ) Chilean Peso MSCO Buy 2/24/14 - ) Japanese Yen HSBK Sell 2/24/14 - Malaysian Ringgit JPHQ Buy 2/24/14 - ) Chilean Peso DBAB Buy 2/25/14 - ) Japanese Yen JPHQ Sell 2/25/14 - Japanese Yen BZWS Sell 2/25/14 - Malaysian Ringgit DBAB Buy 2/25/14 - ) Chilean Peso MSCO Buy 2/26/14 - ) Chilean Peso DBAB Buy 2/26/14 - ) Indian Rupee DBAB Buy 2/26/14 - Japanese Yen UBSW Sell 2/26/14 - Singapore Dollar BZWS Buy 2/26/14 - Chilean Peso DBAB Buy 2/27/14 - ) Euro DBAB Sell 2/27/14 - ) Euro BZWS Sell 2/27/14 - ) Indian Rupee DBAB Buy 2/27/14 - Indian Rupee HSBK Buy 2/27/14 - Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Japanese Yen BZWS Sell 2/27/14 - Japanese Yen DBAB Sell 2/27/14 - Malaysian Ringgit HSBK Buy 2/27/14 - Polish Zloty DBAB Buy EUR 2/27/14 - Singapore Dollar DBAB Buy 2/27/14 - South Korean Won JPHQ Buy 2/27/14 - Chilean Peso JPHQ Buy 2/28/14 - ) Chilean Peso DBAB Buy 2/28/14 - ) Euro JPHQ Sell 2/28/14 - ) Euro UBSW Sell 2/28/14 - ) Indian Rupee JPHQ Buy 2/28/14 - ) Indian Rupee DBAB Buy 2/28/14 - ) Indian Rupee JPHQ Buy 2/28/14 - Japanese Yen BZWS Sell 2/28/14 - Mexican Peso CITI Buy 2/28/14 - Mexican Peso MSCO Buy 2/28/14 - Polish Zloty DBAB Buy EUR 2/28/14 - Singapore Dollar DBAB Buy 2/28/14 - ) Singapore Dollar DBAB Buy 2/28/14 - Singapore Dollar BZWS Buy 2/28/14 - South Korean Won JPHQ Buy 2/28/14 - Swedish Krona UBSW Buy EUR 2/28/14 - ) Uruguayan Peso CITI Buy 2/28/14 - ) Chilean Peso DBAB Buy 3/03/14 - ) Euro DBAB Sell 3/03/14 - ) Indian Rupee CITI Buy 3/03/14 - Indian Rupee HSBK Buy 3/03/14 - Japanese Yen JPHQ Sell 3/03/14 - Polish Zloty DBAB Buy EUR 3/03/14 - Japanese Yen UBSW Sell 3/04/14 - Japanese Yen HSBK Sell 3/04/14 - South Korean Won JPHQ Buy 3/04/14 - Chilean Peso BZWS Buy 3/05/14 - ) Chilean Peso DBAB Buy 3/05/14 - ) Euro DBAB Sell 3/05/14 - ) Polish Zloty DBAB Buy EUR 3/05/14 - Singapore Dollar MSCO Buy 3/05/14 - Euro BZWS Sell 3/07/14 - ) Japanese Yen MSCO Sell 3/07/14 - Japanese Yen BZWS Sell 3/07/14 - Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Chilean Peso MSCO Buy 3/10/14 - ) Euro CITI Sell 3/10/14 - ) Euro BZWS Sell 3/10/14 - ) Euro MSCO Sell 3/10/14 - ) Euro HSBK Sell 3/10/14 - ) Ghana Cedi BZWS Buy 3/10/14 - ) Polish Zloty DBAB Buy EUR 3/10/14 - Malaysian Ringgit HSBK Buy 3/11/14 - ) Singapore Dollar CITI Buy 3/11/14 - ) Singapore Dollar GSCO Buy 3/11/14 - ) Euro DBAB Sell 3/12/14 - ) Malaysian Ringgit JPHQ Buy 3/12/14 - ) Polish Zloty DBAB Buy EUR 3/12/14 - South Korean Won HSBK Buy 3/12/14 - Euro JPHQ Sell 3/13/14 - ) Euro DBAB Sell 3/14/14 - ) Euro JPHQ Sell 3/14/14 - ) Japanese Yen CITI Sell 3/14/14 - Malaysian Ringgit DBAB Buy 3/14/14 - ) Mexican Peso CITI Buy 3/14/14 - ) Polish Zloty DBAB Buy EUR 3/14/14 - Polish Zloty JPHQ Buy EUR 3/14/14 - Singapore Dollar HSBK Buy 3/14/14 - ) Swedish Krona DBAB Buy EUR 3/14/14 - ) Euro DBAB Sell 3/17/14 - ) Euro JPHQ Sell 3/17/14 - ) Euro BZWS Sell 3/17/14 - ) Japanese Yen CITI Sell 3/17/14 - Japanese Yen BZWS Sell 3/17/14 - Polish Zloty JPHQ Buy EUR 3/17/14 - Polish Zloty BZWS Buy EUR 3/17/14 - Polish Zloty DBAB Buy EUR 3/17/14 - Swedish Krona DBAB Buy EUR 3/17/14 - ) Euro CITI Sell 3/18/14 - ) Euro DBAB Sell 3/18/14 - ) Malaysian Ringgit DBAB Buy 3/18/14 - Singapore Dollar DBAB Buy 3/18/14 - ) Hungary Forint DBAB Buy EUR 3/19/14 - Hungary Forint JPHQ Buy EUR 3/19/14 - Malaysian Ringgit DBAB Buy 3/19/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Malaysian Ringgit HSBK Buy 3/19/14 - ) Philippine Peso HSBK Buy 3/19/14 - Polish Zloty DBAB Buy EUR 3/19/14 - Singapore Dollar HSBK Buy 3/19/14 - ) Singapore Dollar JPHQ Buy 3/19/14 - Singapore Dollar DBAB Buy 3/19/14 - South Korean Won CITI Buy 3/19/14 - Euro DBAB Sell 3/20/14 - ) Hungary Forint JPHQ Buy EUR 3/20/14 - Chilean Peso JPHQ Buy 3/21/14 - ) Euro DBAB Sell 3/21/14 - ) Euro BZWS Sell 3/21/14 - ) Hungary Forint JPHQ Buy EUR 3/21/14 - Malaysian Ringgit HSBK Buy 3/21/14 - ) Polish Zloty BZWS Buy EUR 3/21/14 - Swedish Krona BZWS Buy EUR 3/21/14 - ) Malaysian Ringgit HSBK Buy 3/24/14 - ) Mexican Peso CITI Buy 3/24/14 - Japanese Yen BZWS Sell 3/25/14 - Euro CITI Sell 3/26/14 - ) Euro DBAB Sell 3/26/14 - ) Malaysian Ringgit DBAB Buy 3/26/14 - ) Malaysian Ringgit HSBK Buy 3/26/14 - ) Polish Zloty DBAB Buy EUR 3/26/14 - Serbian Dinar DBAB Buy EUR 3/28/14 - Euro DBAB Sell 3/31/14 - ) Norwegian Krone MSCO Buy EUR 3/31/14 - ) Polish Zloty DBAB Buy EUR 3/31/14 - Uruguayan Peso CITI Buy 3/31/14 - ) Euro DBAB Sell 4/03/14 - ) Polish Zloty DBAB Buy EUR 4/04/14 - Euro BZWS Sell 4/07/14 - ) Euro HSBK Sell 4/10/14 - ) Euro DBAB Sell 4/10/14 - ) Euro DBAB Sell 4/11/14 - ) Euro UBSW Sell 4/11/14 - ) Chilean Peso MSCO Buy 4/14/14 - ) Euro JPHQ Sell 4/14/14 - ) Euro DBAB Sell 4/15/14 - ) South Korean Won JPHQ Buy 4/15/14 - Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Euro HSBK Sell 4/16/14 - ) Chilean Peso MSCO Buy 4/21/14 - ) Japanese Yen BZWS Sell 4/21/14 - Japanese Yen JPHQ Sell 4/21/14 - Euro BZWS Sell 4/22/14 - ) Euro DBAB Sell 4/22/14 - ) Euro JPHQ Sell 4/22/14 - ) Japanese Yen JPHQ Sell 4/22/14 - Japanese Yen CITI Sell 4/22/14 - Norwegian Krone BZWS Buy EUR 4/22/14 - ) Euro DBAB Sell 4/23/14 - ) Swedish Krona DBAB Buy EUR 4/23/14 - ) Euro BZWS Sell 4/25/14 - ) Euro DBAB Sell 4/25/14 - ) Chilean Peso JPHQ Buy 4/28/14 - ) Euro BZWS Sell 4/30/14 - ) Euro DBAB Sell 4/30/14 - ) Norwegian Krone UBSW Buy EUR 4/30/14 - ) Polish Zloty BZWS Buy EUR 4/30/14 - Uruguayan Peso CITI Buy 4/30/14 - ) Euro BZWS Sell 5/05/14 - ) Euro DBAB Sell 5/05/14 - ) Euro GSCO Sell 5/07/14 - ) Euro BZWS Sell 5/07/14 - ) Euro DBAB Sell 5/07/14 - ) Euro GSCO Sell 5/08/14 - ) British Pound DBAB Sell 5/09/14 - ) Euro DBAB Sell 5/09/14 - ) Chilean Peso MSCO Buy 5/12/14 - ) Euro GSCO Sell 5/12/14 - ) Euro UBSW Sell 5/12/14 - ) Japanese Yen CITI Sell 5/12/14 - Euro GSCO Sell 5/13/14 - ) Japanese Yen UBSW Sell 5/13/14 - Japanese Yen GSCO Sell 5/13/14 - Japanese Yen CITI Sell 5/14/14 - Singapore Dollar DBAB Buy 5/14/14 - British Pound DBAB Sell 5/15/14 - ) Euro BZWS Sell 5/16/14 - ) Singapore Dollar DBAB Buy 5/19/14 - Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Swedish Krona DBAB Buy EUR 5/19/14 - Euro GSCO Sell 5/20/14 - ) Euro BZWS Sell 5/21/14 - ) Swedish Krona BZWS Buy EUR 5/21/14 - Malaysian Ringgit HSBK Buy 5/22/14 - ) Euro JPHQ Sell 5/23/14 - ) Mexican Peso HSBK Buy 5/23/14 - ) Polish Zloty MSCO Buy EUR 5/27/14 - Malaysian Ringgit HSBK Buy 5/28/14 - ) Mexican Peso HSBK Buy 5/29/14 - Philippine Peso DBAB Buy 5/29/14 - ) Euro GSCO Sell 5/30/14 - ) Japanese Yen GSCO Sell 5/30/14 - Malaysian Ringgit JPHQ Buy 5/30/14 - ) Malaysian Ringgit HSBK Buy 5/30/14 - ) Singapore Dollar DBAB Buy 5/30/14 - South Korean Won JPHQ Buy 5/30/14 - Japanese Yen DBAB Sell 6/03/14 - Japanese Yen JPHQ Sell 6/04/14 - Euro BZWS Sell 6/05/14 - ) Euro DBAB Sell 6/06/14 - ) Malaysian Ringgit DBAB Buy 6/06/14 - ) Polish Zloty DBAB Buy EUR 6/06/14 - Euro GSCO Sell 6/09/14 - ) Japanese Yen CITI Sell 6/09/14 - Japanese Yen HSBK Sell 6/09/14 - Japanese Yen JPHQ Sell 6/09/14 - Mexican Peso CITI Buy 6/09/14 - ) Japanese Yen BZWS Sell 6/10/14 - Japanese Yen HSBK Sell 6/10/14 - Japanese Yen JPHQ Sell 6/10/14 - Mexican Peso CITI Buy 6/10/14 - ) Swedish Krona DBAB Buy EUR 6/10/14 - ) Euro GSCO Sell 6/11/14 - ) Japanese Yen JPHQ Sell 6/11/14 - Japanese Yen DBAB Sell 6/11/14 - Polish Zloty CITI Buy EUR 6/11/14 - Swedish Krona MSCO Buy EUR 6/11/14 - ) Mexican Peso CITI Buy 6/12/14 - ) Polish Zloty DBAB Buy EUR 6/12/14 - Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Swedish Krona MSCO Buy EUR 6/12/14 - ) Mexican Peso CITI Buy 6/13/14 - Polish Zloty DBAB Buy EUR 6/13/14 - Swedish Krona BZWS Buy EUR 6/13/14 - ) Swedish Krona MSCO Buy EUR 6/13/14 - ) Japanese Yen CITI Sell 6/16/14 - Malaysian Ringgit HSBK Buy 6/16/14 - ) Swedish Krona MSCO Buy EUR 6/16/14 - ) Japanese Yen JPHQ Sell 6/17/14 - Malaysian Ringgit DBAB Buy 6/18/14 - ) Swedish Krona MSCO Buy EUR 6/18/14 - ) Chilean Peso DBAB Buy 6/19/14 - ) Mexican Peso CITI Buy 6/20/14 - ) Singapore Dollar HSBK Buy 6/20/14 - Malaysian Ringgit DBAB Buy 6/23/14 - ) Swedish Krona MSCO Buy EUR 6/23/14 - ) Swedish Krona MSCO Buy EUR 6/24/14 - ) Swedish Krona UBSW Buy EUR 6/25/14 - ) South Korean Won DBAB Buy 6/27/14 - Japanese Yen BZWS Sell 6/30/14 - Swedish Krona DBAB Buy EUR 6/30/14 - ) Swedish Krona UBSW Buy EUR 6/30/14 - ) Japanese Yen MSCO Sell 7/01/14 - Swedish Krona MSCO Buy EUR 7/01/14 - ) Euro DBAB Sell 7/02/14 - ) Philippine Peso DBAB Buy 7/03/14 - ) British Pound DBAB Sell 7/07/14 - ) Philippine Peso JPHQ Buy 7/07/14 - ) Philippine Peso HSBK Buy 7/07/14 - Philippine Peso DBAB Buy 7/08/14 - ) British Pound DBAB Sell 7/09/14 - ) Euro DBAB Sell 7/09/14 - ) Euro JPHQ Sell 7/10/14 - ) Japanese Yen UBSW Sell 7/10/14 - Mexican Peso CITI Buy 7/10/14 - ) Euro DBAB Sell 7/14/14 - ) Singapore Dollar HSBK Buy 7/14/14 - Euro DBAB Sell 7/15/14 - ) Euro BZWS Sell 7/16/14 - ) Euro MSCO Sell 7/16/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Euro GSCO Sell 7/16/14 - ) Swedish Krona UBSW Buy EUR 7/16/14 - ) British Pound DBAB Sell 7/18/14 - ) Euro BZWS Sell 7/18/14 - ) Euro GSCO Sell 7/18/14 - ) Euro DBAB Sell 7/21/14 - ) Euro MSCO Sell 7/22/14 - ) Euro DBAB Sell 7/22/14 - ) Japanese Yen MSCO Sell 7/22/14 - Malaysian Ringgit DBAB Buy 7/22/14 - ) Swedish Krona MSCO Buy EUR 7/22/14 - ) Euro DBAB Sell 7/23/14 - ) Japanese Yen JPHQ Sell 7/24/14 - Japanese Yen CITI Sell 7/24/14 - Euro DBAB Sell 7/25/14 - ) Euro GSCO Sell 7/25/14 - ) Japanese Yen JPHQ Sell 7/25/14 - Euro CITI Sell 7/28/14 - ) Euro BZWS Sell 7/28/14 - ) Chilean Peso MSCO Buy 7/29/14 - ) Euro BZWS Sell 7/29/14 - ) Euro DBAB Sell 7/29/14 - ) Japanese Yen BZWS Sell 7/29/14 - Swedish Krona DBAB Buy EUR 7/29/14 - ) British Pound DBAB Sell 7/30/14 - ) Chilean Peso DBAB Buy 7/30/14 - ) Chilean Peso MSCO Buy 7/31/14 - ) Euro JPHQ Sell 7/31/14 - ) Malaysian Ringgit HSBK Buy 7/31/14 - Euro DBAB Sell 8/01/14 - ) Euro GSCO Sell 8/01/14 - ) Mexican Peso JPHQ Buy 8/01/14 - ) Singapore Dollar BZWS Buy 8/01/14 - Euro BZWS Sell 8/04/14 - ) Euro HSBK Sell 8/04/14 - ) Euro MSCO Sell 8/05/14 - ) Euro BZWS Sell 8/05/14 - ) Euro GSCO Sell 8/06/14 - ) Japanese Yen MSCO Sell 8/06/14 - Mexican Peso MSCO Buy 8/06/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Polish Zloty DBAB Buy EUR 8/06/14 - Mexican Peso MSCO Buy 8/08/14 - ) Australian Dollar BZWS Buy 8/11/14 - Australian Dollar BZWS Sell 8/11/14 - Chilean Peso BZWS Buy 8/11/14 - ) Chilean Peso JPHQ Buy 8/11/14 - ) Euro DBAB Sell 8/11/14 - ) Euro CITI Sell 8/11/14 - ) Mexican Peso MSCO Buy 8/11/14 - ) Swedish Krona MSCO Buy EUR 8/11/14 - ) Malaysian Ringgit JPHQ Buy 8/12/14 - Mexican Peso CITI Buy 8/12/14 - ) Singapore Dollar DBAB Buy 8/12/14 - South Korean Won HSBK Buy JPY 8/12/14 - Swedish Krona UBSW Buy EUR 8/12/14 - ) Australian Dollar DBAB Buy 8/13/14 - ) Australian Dollar DBAB Sell 8/13/14 - Chilean Peso JPHQ Buy 8/13/14 - ) Japanese Yen CITI Sell 8/13/14 - Singapore Dollar DBAB Buy 8/13/14 - Euro MSCO Sell 8/15/14 - ) Euro DBAB Sell 8/15/14 - ) Mexican Peso MSCO Buy 8/15/14 - ) Euro JPHQ Sell 8/18/14 - ) Singapore Dollar BZWS Buy 8/18/14 - Euro BZWS Sell 8/19/14 - ) Japanese Yen DBAB Sell 8/19/14 - Polish Zloty DBAB Buy EUR 8/19/14 - Singapore Dollar HSBK Buy 8/19/14 - Singapore Dollar DBAB Buy 8/19/14 - Chilean Peso JPHQ Buy 8/20/14 - ) Chilean Peso MSCO Buy 8/20/14 - ) Euro JPHQ Sell 8/20/14 - ) Euro DBAB Sell 8/20/14 - ) Japanese Yen JPHQ Sell 8/20/14 - Japanese Yen HSBK Sell 8/20/14 - Japanese Yen BZWS Sell 8/22/14 - Mexican Peso HSBK Buy 8/22/14 - Polish Zloty DBAB Buy EUR 8/22/14 - Euro BZWS Sell 8/25/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Japanese Yen HSBK Sell 8/25/14 - Japanese Yen DBAB Sell 8/25/14 - Japanese Yen CITI Sell 8/25/14 - Euro GSCO Sell 8/26/14 - ) Japanese Yen BZWS Sell 8/26/14 - Japanese Yen JPHQ Sell 8/26/14 - Malaysian Ringgit HSBK Buy 8/26/14 - Japanese Yen JPHQ Sell 8/27/14 - Japanese Yen HSBK Sell 8/27/14 - Japanese Yen DBAB Sell 8/27/14 - Mexican Peso HSBK Buy 8/27/14 - Singapore Dollar DBAB Buy 8/27/14 - Euro DBAB Sell 8/28/14 - ) Euro DBAB Sell 8/29/14 - ) Japanese Yen JPHQ Sell 8/29/14 - Mexican Peso CITI Buy 8/29/14 - Mexican Peso HSBK Buy 8/29/14 - Philippine Peso JPHQ Buy 8/29/14 - Polish Zloty DBAB Buy EUR 8/29/14 - Mexican Peso HSBK Buy 9/03/14 - Euro DBAB Sell 9/05/14 - ) Polish Zloty DBAB Buy EUR 9/05/14 - Japanese Yen BZWS Sell 9/18/14 - Euro BZWS Sell 9/19/14 - ) Euro DBAB Sell 9/23/14 - ) Hungary Forint JPHQ Buy EUR 9/23/14 - ) Hungary Forint JPHQ Buy EUR 9/25/14 - ) Euro DBAB Sell 9/26/14 - ) Malaysian Ringgit DBAB Buy 9/26/14 - Malaysian Ringgit HSBK Buy 9/26/14 - South Korean Won HSBK Buy 9/26/14 - Japanese Yen JPHQ Sell 9/29/14 - Euro DBAB Sell 9/30/14 - ) Japanese Yen JPHQ Sell 9/30/14 - Malaysian Ringgit DBAB Buy 10/03/14 - Euro JPHQ Sell 10/07/14 - Euro DBAB Sell 10/08/14 - ) Euro DBAB Sell 10/09/14 - ) Euro GSCO Sell 10/09/14 - ) Euro JPHQ Sell 10/14/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Mexican Peso DBAB Buy 10/14/14 - South Korean Won JPHQ Buy 10/14/14 - Chilean Peso DBAB Buy 10/15/14 - ) Euro DBAB Sell 10/15/14 - ) Euro DBAB Sell 10/20/14 - ) Euro HSBK Sell 10/20/14 - ) Japanese Yen JPHQ Sell 10/20/14 - Malaysian Ringgit JPHQ Buy 10/20/14 - ) Euro DBAB Sell 10/21/14 - Japanese Yen BZWS Sell 10/22/14 - Malaysian Ringgit HSBK Buy 10/22/14 - ) Chilean Peso CITI Buy 10/24/14 - ) Malaysian Ringgit DBAB Buy 10/24/14 - ) Malaysian Ringgit HSBK Buy 10/24/14 - ) Chilean Peso BZWS Buy 10/27/14 - ) Euro BZWS Sell 10/27/14 - Chilean Peso DBAB Buy 10/29/14 - ) Euro DBAB Sell 10/29/14 - Euro GSCO Sell 10/29/14 - Chilean Peso DBAB Buy 10/31/14 - ) Euro DBAB Sell 10/31/14 - Malaysian Ringgit JPHQ Buy 10/31/14 - ) Euro DBAB Sell 11/03/14 - Euro BZWS Sell 11/05/14 - ) Euro DBAB Sell 11/05/14 - ) Japanese Yen BZWS Sell 11/05/14 - Japanese Yen SCNY Sell 11/05/14 - Japanese Yen CITI Sell 11/05/14 - Euro CITI Sell 11/07/14 - ) Euro DBAB Sell 11/10/14 - ) Japanese Yen CITI Sell 11/10/14 - Euro JPHQ Sell 11/12/14 - ) Japanese Yen CITI Sell 11/12/14 - Japanese Yen HSBK Sell 11/12/14 - Mexican Peso CITI Buy 11/12/14 - Japanese Yen JPHQ Sell 11/13/14 - Chilean Peso MSCO Buy 11/14/14 - ) Euro BZWS Sell 11/14/14 - ) Euro DBAB Sell 11/14/14 - ) Japanese Yen MSCO Sell 11/14/14 - Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Japanese Yen DBAB Sell 11/14/14 - Chilean Peso CITI Buy 11/17/14 - ) Euro DBAB Sell 11/17/14 - ) Euro MSCO Sell 11/17/14 - ) Japanese Yen CITI Sell 11/17/14 - Japanese Yen SCNY Sell 11/17/14 - Euro DBAB Sell 11/18/14 - ) Euro DBAB Sell 11/19/14 - ) Japanese Yen DBAB Sell 11/19/14 - Japanese Yen CITI Sell 11/19/14 - Malaysian Ringgit DBAB Buy 11/19/14 - Malaysian Ringgit JPHQ Buy 11/19/14 - Euro JPHQ Sell 11/20/14 - ) Euro DBAB Sell 11/20/14 - ) Japanese Yen CITI Sell 11/20/14 - Japanese Yen JPHQ Sell 11/20/14 - Japanese Yen HSBK Sell 11/20/14 - Malaysian Ringgit HSBK Buy 11/20/14 - Uruguayan Peso CITI Buy 11/20/14 - Brazilian Real HSBK Buy 11/21/14 - ) Uruguayan Peso CITI Buy 11/25/14 - Euro DBAB Sell 11/28/14 - ) Uruguayan Peso CITI Buy 12/01/14 - Unrealized appreciation (depreciation) ) Net unrealized appreciation (depreciation) $ * In U.S. dollars unless otherwise indicated. Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) At November 30, 2013, the Fund had the following interest rate swap contracts outstanding. See Note 3. Interest Rate Swap Contracts Counterparty / Expiration Notional Unrealized Unrealized Description Exchange Date Amount Appreciation Depreciation OTC Swaps Receive Floating rate USD-LIBOR Pay Fixed rate 1.8115% JPHQ 6/14/16 $ 50,330,000 $ - $ (2,060,308 ) Receive Floating rate USD-LIBOR Pay Fixed rate 3.523% DBAB 3/28/21 10,830,000 - (1,002,084 ) Receive Floating rate USD-LIBOR Pay Fixed rate 3.44% CITI 4/21/21 29,610,000 - (2,490,349 ) Receive Floating rate USD-LIBOR Pay Fixed rate 3.391% JPHQ 5/04/21 24,190,000 - (1,914,813 ) Receive Floating rate USD-LIBOR Pay Fixed rate 3.0755% JPHQ 6/14/21 11,000,000 - (735,065 ) Receive Floating rate USD-LIBOR Pay Fixed rate 2.775% DBAB 10/04/23 103,460,000 - (7,946 ) Receive Floating rate USD-LIBOR Pay Fixed rate 2.795% DBAB 10/04/23 103,460,000 - (197,977 ) Receive Floating rate USD-LIBOR Pay Fixed rate 2.765% HSBK 10/07/23 103,460,000 134,411 - Receive Floating rate USD-LIBOR Pay Fixed rate 4.34675% CITI 2/25/41 4,680,000 - (569,229 ) Receive Floating rate USD-LIBOR Pay Fixed rate 4.3494% JPHQ 2/25/41 4,680,000 - (571,536 ) Receive Floating rate USD-LIBOR Pay Fixed rate 4.3201% JPHQ 2/28/41 3,510,000 - (414,122 ) Receive Floating rate USD-LIBOR Pay Fixed rate 4.299% JPHQ 3/01/41 1,170,000 - (130,383 ) Receive Floating rate USD-LIBOR Pay Fixed rate 3.668% DBAB 10/04/43 50,300,000 701,151 - Receive Floating rate USD-LIBOR Pay Fixed rate 3.68655% DBAB 10/04/43 50,300,000 520,172 - Receive Floating rate USD-LIBOR Pay Fixed rate 3.675% HSBK 10/07/43 50,300,000 647,183 - OTC Swaps unrealized appreciation (depreciation) 2,002,917 (10,093,812 ) Net unrealized appreciation (depreciation) $ (8,090,895 ) A BBREVIATIONS Counterparty BZWS - Barclays Bank PLC CITI - Citibank N.A. DBAB - Deutsche Bank AG GSCO - Goldman Sachs Group, Inc. HSBK - HSBC Bank PLC JPHQ - JPMorgan Chase Bank, N.A. MSCO - Morgan Stanley and Co. Inc. SCNY - Standard Chartered Bank UBSW - UBS AG Currency BRL - Brazilian Real CAD - Canadian Dollar DEM - Deutsche Mark EUR - Euro GBP - British Pound GHS - Ghanaian Cedi HUF - Hungarian Forint IDR - Indonesian Rupiah JPY - Japanese Yen KRW - South Korean Won LKR - Sri Lankan Rupee MXN - Mexican Peso MYR - Malaysian Ringgit PHP - Philippine Peso PLN - Polish Zloty RSD - Serbian Dinar Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) SEK - Swedish Krona SGD - Singapore Dollar UAH - Ukraine Hryvnia UYU - Uruguayan Peso Selected Portfolio DIP - Debtor-In-Possession FRN - Floating Rate Note GDP - Gross Domestic Product PIK - Payment-In-Kind Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) Templeton International Bond Fund Principal Amount* Value Foreign Government and Agency Securities 65.9% Brazil 3.6% Letra Tesouro Nacional, Strip, 1/01/16 a BRL $ 1/01/17 a BRL Nota Do Tesouro Nacional, 10.00%, 1/01/17 a BRL 10.00%, 1/01/21 a BRL 10.00%, 1/01/23 a BRL b Index Linked, 6.00%, 5/15/15 a BRL b Index Linked, 6.00%, 8/15/16 a BRL b Index Linked, 6.00%, 5/15/17 9 a BRL b Index Linked, 6.00%, 8/15/18 a BRL b Index Linked, 6.00%, 8/15/22 a BRL senior note, 10.00%, 1/01/19 a BRL Canada 2.4% Government of Canada, 2.25%, 8/01/14 CAD 1.00%, 11/01/14 CAD 2.00%, 12/01/14 CAD 1.00%, 2/01/15 CAD Hungary 3.8% Government of Hungary, 5.50%, 2/12/14 HUF 7.75%, 8/24/15 HUF 5.50%, 2/12/16 HUF 5.50%, 12/22/16 HUF 4.125%, 2/19/18 6.50%, 6/24/19 HUF 7.50%, 11/12/20 HUF 5.375%, 2/21/23 A, 8.00%, 2/12/15 HUF A, 6.75%, 11/24/17 HUF A, 5.50%, 12/20/18 HUF A, 7.00%, 6/24/22 HUF B, 6.75%, 2/24/17 HUF D, 6.75%, 8/22/14 HUF c Reg S, 6.00%, 1/11/19 EUR senior note, 6.25%, 1/29/20 senior note, 6.375%, 3/29/21 c senior note, Reg S, 3.50%, 7/18/16 EUR c senior note, Reg S, 4.375%, 7/04/17 EUR c senior note, Reg S, 5.75%, 6/11/18 EUR c senior note, Reg S, 3.875%, 2/24/20 EUR Iceland 0.2% d Government of Iceland, 144A, 5.875%, 5/11/22 Indonesia 1.0% Government of Indonesia, FR31, 11.00%, 11/15/20 IDR FR34, 12.80%, 6/15/21 IDR FR35, 12.90%, 6/15/22 IDR FR40, 11.00%, 9/15/25 IDR FR42, 10.25%, 7/15/27 IDR FR43, 10.25%, 7/15/22 IDR FR44, 10.00%, 9/15/24 IDR FR46, 9.50%, 7/15/23 IDR FR47, 10.00%, 2/15/28 IDR Quarterly Statement of Investments | See Notes to Statements of Investments. Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) FR52, 10.50%, 8/15/30 IDR Ireland 6.8% Government of Ireland, 5.50%, 10/18/17 EUR 5.90%, 10/18/19 EUR 4.50%, 4/18/20 EUR 5.00%, 10/18/20 EUR senior bond, 4.50%, 10/18/18 EUR senior bond, 4.40%, 6/18/19 EUR senior bond, 5.40%, 3/13/25 EUR Lithuania 1.3% Government of Lithuania, d 144A, 6.75%, 1/15/15 d 144A, 7.375%, 2/11/20 d 144A, 6.125%, 3/09/21 c Reg S, 7.375%, 2/11/20 Malaysia 3.9% Government of Malaysia, 3.434%, 8/15/14 MYR 3.741%, 2/27/15 MYR 3.835%, 8/12/15 MYR 4.72%, 9/30/15 MYR 3.197%, 10/15/15 MYR senior bond, 5.094%, 4/30/14 MYR senior bond, 3.814%, 2/15/17 MYR Mexico 6.4% Government of Mexico, 8.00%, 12/19/13 e MXN 7.00%, 6/19/14 e MXN 9.50%, 12/18/14 e MXN 6.00%, 6/18/15 e MXN 8.00%, 12/17/15 e MXN 6.25%, 6/16/16 e MXN 7.25%, 12/15/16 e MXN f Mexican Udibonos, Index Linked, 4.50%, 12/18/14 g MXN 5.00%, 6/16/16 g MXN 3.50%, 12/14/17 g MXN 4.00%, 6/13/19 g MXN Philippines 0.6% Government of the Philippines, senior bond, 7.00%, 1/27/16 PHP senior bond, 9.125%, 9/04/16 PHP senior note, 6.25%, 1/27/14 PHP senior note, 1.625%, 4/25/16 PHP Poland 8.9% Government of Poland, 5.75%, 4/25/14 PLN 5.50%, 4/25/15 PLN 6.25%, 10/24/15 PLN 5.00%, 4/25/16 PLN 5.75%, 9/23/22 PLN h FRN, 2.71%, 1/25/17 PLN h FRN, 2.71%, 1/25/21 PLN senior note, 6.375%, 7/15/19 Strip, 1/25/14 PLN Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Strip, 7/25/14 PLN Strip, 7/25/15 PLN Strip, 1/25/16 PLN Russia 0.5% Russia Foreign Bond, senior bond, d 144A, 7.50%, 3/31/30 c Reg S, 7.50%, 3/31/30 Serbia 0.6% d Government of Serbia, senior note, 144A, 5.25%, 11/21/17 4.875%, 2/25/20 7.25%, 9/28/21 Singapore 2.6% Government of Singapore, senior bond, 0.25%, 2/01/14 SGD Slovenia 2.0% d Government of Slovenia, senior note, 144A, 5.50%, 10/26/22 5.85%, 5/10/23 South Korea 14.2% Korea Monetary Stabilization Bond, senior bond, 3.48%, 12/02/13 KRW senior bond, 3.47%, 2/02/14 KRW senior bond, 3.59%, 4/02/14 KRW senior bond, 2.47%, 4/02/15 KRW senior bond, 2.80%, 8/02/15 KRW senior bond, 2.81%, 10/02/15 KRW senior note, 3.28%, 6/02/14 KRW senior note, 2.57%, 6/09/14 KRW senior note, 2.82%, 8/02/14 KRW senior note, 2.78%, 10/02/14 KRW senior note, 2.84%, 12/02/14 KRW senior note, 2.74%, 2/02/15 KRW senior note, 2.76%, 6/02/15 KRW Korea Treasury Bond, senior bond, 3.00%, 12/10/13 KRW senior bond, 3.50%, 6/10/14 KRW senior bond, 5.00%, 9/10/16 KRW senior note, 3.25%, 12/10/14 KRW senior note, 4.50%, 3/10/15 KRW senior note, 3.25%, 6/10/15 KRW senior note, 4.00%, 9/10/15 KRW senior note, 2.75%, 12/10/15 KRW Korea Treasury Note, senior bond, 4.00%, 3/10/16 KRW Sri Lanka 0.2% Government of Sri Lanka, A, 7.00%, 3/01/14 LKR A, 11.25%, 7/15/14 LKR A, 11.75%, 3/15/15 LKR A, 6.50%, 7/15/15 LKR A, 11.00%, 8/01/15 LKR A, 6.40%, 8/01/16 LKR A, 5.80%, 1/15/17 LKR A, 8.00%, 11/15/18 LKR A, 9.00%, 5/01/21 LKR B, 11.75%, 4/01/14 LKR B, 6.60%, 6/01/14 LKR B, 6.40%, 10/01/16 LKR Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) B, 8.50%, 7/15/18 6,970,000 LKR 48,460 C, 8.50%, 4/01/18 5,330,000 LKR 37,149 D, 8.50%, 6/01/18 6,960,000 LKR 48,223 947,022 Sweden 2.7% Government of Sweden, 6.75%, 5/05/14 71,860,000 SEK 11,228,104 Kommuninvest I Sverige AB, 2.25%, 5/05/14 6,260,000 SEK 959,779 12,187,883 Ukraine 4.1% d Financing of Infrastructure Projects State Enterprise, 144A, 8.375%, 11/03/17 100,000 86,686 7.40%, 4/20/18 200,000 168,183 d Government of Ukraine, 144A, 7.75%, 9/23/20 7,439,000 6,583,515 senior bond, 144A, 6.58%, 11/21/16 1,455,000 1,303,207 senior bond, 144A, 7.80%, 11/28/22 4,430,000 3,842,139 senior note, 144A, 4.95%, 10/13/15 100,000 EUR 125,990 senior note, 144A, 6.25%, 6/17/16 1,100,000 986,563 senior note, 144A, 7.95%, 2/23/21 2,660,000 2,352,437 senior note, 144A, 7.50%, 4/17/23 3,800,000 3,258,500 18,707,220 Vietnam 0.1% d Government of Vietnam, 144A, 6.75%, 1/29/20 535,000 580,534 Total Foreign Government and Agency Securities (Cost $292,768,142) 301,182,278 Quasi -Sovereign and Corporate Bonds (Cost $195,974) 0.0% † South Korea 0.0% † d The Export-Import Bank of Korea, senior note, 144A, 1.45%, 5/19/14 1,290,000 SEK 196,954 Total Investments before Short Term Investments (Cost $292,964,116) 301,379,232 Short Term Investments 32.9% Foreign Government and Agency Securities 10.1% Brazil 0.4% Letra Tesouro Nacional, Strip, 4/01/14 4,060 a BRL 1,684,161 Canada 1.1% Government of Canada, 1.00%, 2/01/14 3,883,000 CAD 3,658,141 2.00%, 3/01/14 848,000 CAD 800,939 0.75%, 5/01/14 727,000 CAD 684,523 5,143,603 Hungary 0.1% i Hungary Treasury Bills, 1/08/14 - 6/25/14 52,530,000 HUF 233,819 Malaysia 5.7% i Bank of Negara Monetary Notes, 12/05/13 - 10/28/14 84,109,000 MYR 25,817,345 i Malaysia Treasury Bill, 5/30/14 110,000 MYR 33,602 25,850,947 Mexico 0.2% i Mexico Treasury Bills, 1/09/14 - 4/30/14 1,527,060 j MXN 1,153,523 Philippines 1.3% i Philippine Treasury Bills, 12/11/13 - 11/05/14 255,745,000 PHP 5,846,419 Singapore 1.2% i Monetary Authority of Singapore Treasury Bill, 2/03/14 455,000 SGD 362,434 i Singapore Treasury Bills, 2/07/14 - 5/30/14 6,448,000 SGD 5,134,537 5,496,971 South Korea 0.1% Korea Monetary Stabilization Bond, senior bond, 2.55%, 5/09/14 702,700,000 KRW 663,986 Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Sweden 0.0% † i Sweden Treasury Bill, 12/18/13 SEK Total Foreign Government and Agency Securities (Cost $47,380,142) Total Investments before Money Market Funds (Cost $340,344,258) Shares Money Market Funds (Cost $104,127,869) 22.8% United States 22.8% k,l Institutional Fiduciary Trust Money Market Portfolio Total Investments (Cost $444,472,127) 98.8% Other Assets, less Liabilities 1.2% Net Assets 100.0% $ † Rounds to less than 0.1% of net assets. * The principal amount is stated in U.S. dollars unless otherwise indicated. a Principal amount is stated in 1,000 Brazilian Real Units. b Redemption price at maturity is adjusted for inflation. c Security was purchased pursuant to Regulation S under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a security cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration. These securities have been deemed liquid under guidelines approved by the Trust's Board of Trustees. At November 30, 2013, the aggregate value of these securities was $4,251,559, representing 0.93% of net assets. d Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Trust's Board of Trustees. At November 30, 2013, the aggregate value of these securities was $38,530,768, representing 8.43% of net assets. e Principal amount is stated in 100 Mexican Peso Units. f Principal amount of security is adjusted for inflation. g Principal amount is stated in 100 Unidad de Inversion Units. h The coupon rate shown represents the rate at period end. i The security is traded on a discount basis with no stated coupon rate. j Principal amount is stated in 10 Mexican Peso Units. k Non-income producing. l The Institutional Fiduciary Trust Money Market Portfolio is managed by the Fund's investment manager. At November 30, 2013, the Fund had the following forward exchange contracts outstanding. See Note 3. Forward Exchange Contracts Contract Settlement Unrealized Unrealized Currency Counterparty Type Quantity Amount * Date Appreciation Depreciation Indian Rupee CITI Sell 12/03/13 $ - $ ) Indian Rupee CITI Buy 12/03/13 - Malaysian Ringgit JPHQ Buy 12/04/13 - ) Malaysian Ringgit JPHQ Sell 12/04/13 - Chilean Peso DBAB Buy 12/05/13 - ) Chilean Peso DBAB Buy 12/06/13 - ) Euro UBSW Sell 12/09/13 - ) Euro HSBK Sell 12/09/13 - ) Indian Rupee JPHQ Buy 12/13/13 - Mexican Peso CITI Buy 12/16/13 - ) Swedish Krona MSCO Buy EUR 12/16/13 - ) Indian Rupee JPHQ Buy 12/18/13 - Mexican Peso CITI Buy 12/23/13 - Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Singapore Dollar DBAB Buy 12/23/13 - Indian Rupee JPHQ Buy 12/26/13 - Indian Rupee DBAB Buy 12/26/13 - Indian Rupee JPHQ Buy 12/31/13 - Indian Rupee DBAB Buy 12/31/13 - Indian Rupee CITI Buy 1/06/14 - Indian Rupee HSBK Buy 1/06/14 - Chilean Peso DBAB Buy 1/07/14 - ) Euro DBAB Sell 1/07/14 - ) Indian Rupee DBAB Buy 1/07/14 - Indian Rupee HSBK Buy 1/07/14 - Japanese Yen DBAB Sell 1/07/14 - Chilean Peso DBAB Buy 1/08/14 - ) Indian Rupee DBAB Buy 1/08/14 - ) Malaysian Ringgit DBAB Buy 1/08/14 - ) Swedish Krona DBAB Buy EUR 1/09/14 - ) Chilean Peso DBAB Buy 1/10/14 - ) Japanese Yen CITI Sell 1/10/14 - Mexican Peso CITI Buy 1/10/14 - ) Chilean Peso MSCO Buy 1/13/14 - ) Euro UBSW Sell 1/13/14 - ) Euro DBAB Sell 1/14/14 - ) Euro JPHQ Sell 1/14/14 - ) Euro CITI Sell 1/14/14 - ) Japanese Yen UBSW Sell 1/14/14 - Indian Rupee DBAB Buy 1/15/14 - ) Japanese Yen HSBK Sell 1/15/14 - Japanese Yen UBSW Sell 1/16/14 - Japanese Yen DBAB Sell 1/16/14 - Malaysian Ringgit JPHQ Buy 1/16/14 - ) Euro DBAB Sell 1/17/14 - ) Indian Rupee DBAB Buy 1/17/14 - ) Euro BZWS Sell 1/21/14 - ) Indian Rupee JPHQ Buy 1/21/14 - ) Euro CITI Sell 1/22/14 - ) Euro JPHQ Sell 1/22/14 - ) Indian Rupee JPHQ Buy 1/22/14 - ) Indian Rupee DBAB Buy 1/22/14 - ) Euro DBAB Sell 1/24/14 - ) Singapore Dollar JPHQ Buy 1/24/14 - ) Euro BZWS Sell 1/27/14 - ) Euro UBSW Sell 1/27/14 - ) Japanese Yen UBSW Sell 1/27/14 - Euro CITI Sell 1/28/14 - ) Japanese Yen DBAB Sell 1/28/14 - Japanese Yen HSBK Sell 1/28/14 - Chilean Peso DBAB Buy 1/29/14 - ) Indian Rupee HSBK Buy 1/29/14 - ) Chilean Peso JPHQ Buy 1/30/14 - ) Malaysian Ringgit JPHQ Buy 1/30/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Swedish Krona UBSW Buy EUR 1/30/14 - ) Chilean Peso JPHQ Buy 1/31/14 - ) Chilean Peso DBAB Buy 1/31/14 - ) Euro DBAB Sell 1/31/14 - ) Chilean Peso DBAB Buy 2/03/14 - ) Euro UBSW Sell 2/03/14 - ) Chilean Peso DBAB Buy 2/04/14 - ) Malaysian Ringgit JPHQ Buy 2/04/14 - ) Chilean Peso DBAB Buy 2/06/14 - ) Chilean Peso DBAB Buy 2/07/14 - ) Singapore Dollar HSBK Buy 2/07/14 - ) Singapore Dollar DBAB Buy 2/07/14 - Chilean Peso BZWS Buy 2/10/14 - ) Euro HSBK Sell 2/10/14 - ) Euro CITI Sell 2/10/14 - ) Euro UBSW Sell 2/10/14 - ) Indian Rupee DBAB Buy 2/10/14 - ) Japanese Yen CITI Sell 2/10/14 - Chilean Peso BZWS Buy 2/11/14 - ) Euro DBAB Sell 2/11/14 - ) Euro BZWS Sell 2/11/14 - ) Chilean Peso DBAB Buy 2/12/14 - ) Indian Rupee HSBK Buy 2/12/14 99 - Indian Rupee DBAB Buy 2/12/14 - Japanese Yen GSCO Sell 2/12/14 - Singapore Dollar BZWS Buy 2/12/14 - Euro UBSW Sell 2/13/14 - ) Indian Rupee HSBK Buy 2/13/14 - Indian Rupee JPHQ Buy 2/13/14 - Chilean Peso MSCO Buy 2/14/14 - ) Chilean Peso DBAB Buy 2/14/14 - ) Mexican Peso MSCO Buy 2/14/14 - ) Chilean Peso DBAB Buy 2/18/14 - ) Indian Rupee JPHQ Buy 2/18/14 - Indian Rupee HSBK Buy 2/18/14 - Indian Rupee DBAB Buy 2/18/14 - Japanese Yen JPHQ Sell 2/18/14 - Japanese Yen GSCO Sell 2/18/14 - Malaysian Ringgit HSBK Buy 2/18/14 - Singapore Dollar HSBK Buy 2/18/14 - Euro JPHQ Sell 2/19/14 - ) Euro BZWS Sell 2/20/14 - ) Indian Rupee DBAB Buy 2/20/14 - Chilean Peso JPHQ Buy 2/21/14 - ) Euro GSCO Sell 2/21/14 - ) Chilean Peso JPHQ Buy 2/24/14 - ) Chilean Peso MSCO Buy 2/24/14 - ) Japanese Yen HSBK Sell 2/24/14 - Chilean Peso DBAB Buy 2/25/14 - ) Japanese Yen JPHQ Sell 2/25/14 - Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Chilean Peso MSCO Buy 2/26/14 - ) Chilean Peso DBAB Buy 2/26/14 - ) Euro BZWS Sell 2/26/14 - ) Euro UBSW Sell 2/26/14 - ) Indian Rupee DBAB Buy 2/26/14 - Japanese Yen UBSW Sell 2/26/14 - Chilean Peso DBAB Buy 2/27/14 - ) Euro DBAB Sell 2/27/14 - ) Euro BZWS Sell 2/27/14 - ) Indian Rupee DBAB Buy 2/27/14 - Indian Rupee HSBK Buy 2/27/14 - Japanese Yen BZWS Sell 2/27/14 - Malaysian Ringgit HSBK Buy 2/27/14 - Singapore Dollar HSBK Buy 2/27/14 - ) Singapore Dollar DBAB Buy 2/27/14 - Chilean Peso JPHQ Buy 2/28/14 - ) Chilean Peso DBAB Buy 2/28/14 - ) Euro UBSW Sell 2/28/14 - ) Indian Rupee JPHQ Buy 2/28/14 - ) Indian Rupee DBAB Buy 2/28/14 - (8 ) Indian Rupee JPHQ Buy 2/28/14 - Mexican Peso MSCO Buy 2/28/14 - Singapore Dollar DBAB Buy 2/28/14 - ) Singapore Dollar DBAB Buy 2/28/14 - Singapore Dollar BZWS Buy 2/28/14 - Swedish Krona UBSW Buy EUR 2/28/14 - ) Chilean Peso DBAB Buy 3/03/14 - ) Euro DBAB Sell 3/03/14 - ) Indian Rupee CITI Buy 3/03/14 - Indian Rupee HSBK Buy 3/03/14 - Japanese Yen JPHQ Sell 3/03/14 - Polish Zloty DBAB Buy EUR 3/03/14 - Japanese Yen UBSW Sell 3/04/14 - Japanese Yen HSBK Sell 3/04/14 - Malaysian Ringgit JPHQ Buy 3/04/14 - Chilean Peso BZWS Buy 3/05/14 - ) Chilean Peso DBAB Buy 3/05/14 - ) Euro DBAB Sell 3/05/14 - ) Chilean Peso DBAB Buy 3/07/14 - ) Euro DBAB Sell 3/07/14 - ) Euro BZWS Sell 3/07/14 - ) Chilean Peso MSCO Buy 3/10/14 - ) Euro BZWS Sell 3/10/14 - ) Euro CITI Sell 3/10/14 - ) Euro MSCO Sell 3/10/14 - ) Euro HSBK Sell 3/10/14 - ) Mexican Peso HSBK Buy 3/10/14 - ) Malaysian Ringgit HSBK Buy 3/11/14 - ) Singapore Dollar CITI Buy 3/11/14 - ) Chilean Peso JPHQ Buy 3/12/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Malaysian Ringgit JPHQ Buy 3/12/14 - ) Chilean Peso DBAB Buy 3/13/14 - ) Euro JPHQ Sell 3/13/14 - ) Japanese Yen JPHQ Sell 3/14/14 - Mexican Peso CITI Buy 3/14/14 - ) Singapore Dollar HSBK Buy 3/14/14 - ) Euro DBAB Sell 3/17/14 - ) Euro BZWS Sell 3/17/14 - ) Japanese Yen CITI Sell 3/17/14 - Chilean Peso JPHQ Buy 3/18/14 - ) Euro CITI Sell 3/18/14 - ) Malaysian Ringgit DBAB Buy 3/18/14 - Hungary Forint DBAB Buy EUR 3/19/14 - Hungary Forint JPHQ Buy EUR 3/19/14 - Japanese Yen CITI Sell 3/19/14 - Japanese Yen MSCO Sell 3/19/14 - Singapore Dollar CITI Buy 3/19/14 - ) Singapore Dollar HSBK Buy 3/19/14 - ) Singapore Dollar JPHQ Buy 3/19/14 - Singapore Dollar DBAB Buy 3/19/14 - Hungary Forint JPHQ Buy EUR 3/20/14 - Chilean Peso JPHQ Buy 3/21/14 - ) Euro DBAB Sell 3/21/14 - ) Euro BZWS Sell 3/21/14 - ) Hungary Forint JPHQ Buy EUR 3/21/14 - Mexican Peso CITI Buy 3/24/14 - Japanese Yen BZWS Sell 3/25/14 - Euro DBAB Sell 3/26/14 - ) Euro CITI Sell 3/26/14 - ) Malaysian Ringgit DBAB Buy 3/26/14 - ) Malaysian Ringgit HSBK Buy 3/26/14 - ) Euro BZWS Sell 3/27/14 - ) Euro DBAB Sell 3/31/14 - ) Euro DBAB Sell 4/03/14 - ) Hungary Forint DBAB Buy 4/03/14 - Euro DBAB Sell 4/04/14 - ) Euro BZWS Sell 4/07/14 - ) Euro HSBK Sell 4/10/14 - ) Euro DBAB Sell 4/11/14 - ) Euro UBSW Sell 4/11/14 - ) Chilean Peso MSCO Buy 4/14/14 - ) Euro JPHQ Sell 4/14/14 - ) Euro DBAB Sell 4/15/14 - ) Euro HSBK Sell 4/16/14 - ) Chilean Peso MSCO Buy 4/21/14 - ) Euro JPHQ Sell 4/22/14 - ) Euro DBAB Sell 4/22/14 - ) Euro BZWS Sell 4/22/14 - ) Japanese Yen CITI Sell 4/22/14 - Euro DBAB Sell 4/23/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Euro BZWS Sell 4/25/14 - ) Chilean Peso JPHQ Buy 4/28/14 - ) Euro DBAB Sell 4/30/14 - ) Euro BZWS Sell 4/30/14 - ) Euro BZWS Sell 5/05/14 - ) Euro GSCO Sell 5/07/14 - ) Euro BZWS Sell 5/07/14 - ) Euro GSCO Sell 5/08/14 - ) Chilean Peso MSCO Buy 5/12/14 - ) Euro GSCO Sell 5/12/14 - ) Euro UBSW Sell 5/12/14 - ) Japanese Yen CITI Sell 5/12/14 - Euro CITI Sell 5/13/14 - ) Euro GSCO Sell 5/13/14 - ) Japanese Yen UBSW Sell 5/13/14 - Japanese Yen GSCO Sell 5/13/14 - Japanese Yen CITI Sell 5/14/14 - Euro BZWS Sell 5/16/14 - ) Singapore Dollar DBAB Buy 5/19/14 - Euro GSCO Sell 5/20/14 - ) Euro BZWS Sell 5/21/14 - ) Mexican Peso DBAB Buy 5/21/14 - ) Malaysian Ringgit HSBK Buy 5/22/14 - ) Euro JPHQ Sell 5/23/14 - ) Mexican Peso HSBK Buy 5/23/14 - ) Malaysian Ringgit HSBK Buy 5/28/14 - ) Mexican Peso HSBK Buy 5/29/14 - Euro GSCO Sell 5/30/14 - ) Malaysian Ringgit JPHQ Buy 5/30/14 - Swedish Krona BZWS Buy EUR 6/03/14 - ) Euro MSCO Sell 6/05/14 - ) Euro BZWS Sell 6/05/14 - ) Euro DBAB Sell 6/06/14 - ) Euro GSCO Sell 6/09/14 - ) Mexican Peso CITI Buy 6/09/14 - ) Mexican Peso CITI Buy 6/10/14 - ) Swedish Krona DBAB Buy EUR 6/10/14 - ) Euro GSCO Sell 6/11/14 - ) Swedish Krona MSCO Buy EUR 6/11/14 - ) Mexican Peso CITI Buy 6/12/14 - ) Swedish Krona MSCO Buy EUR 6/12/14 - ) Euro DBAB Sell 6/13/14 - ) Mexican Peso CITI Buy 6/13/14 - Swedish Krona BZWS Buy EUR 6/13/14 - ) Swedish Krona MSCO Buy EUR 6/13/14 - ) Japanese Yen CITI Sell 6/16/14 - Swedish Krona MSCO Buy EUR 6/16/14 - ) Chilean Peso DBAB Buy 6/19/14 - ) Mexican Peso CITI Buy 6/20/14 - ) Singapore Dollar HSBK Buy 6/20/14 - Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) South Korean Won DBAB Buy 6/27/14 - Swedish Krona CITI Buy EUR 6/27/14 - ) Japanese Yen BZWS Sell 6/30/14 - Swedish Krona DBAB Buy EUR 6/30/14 - ) Swedish Krona UBSW Buy EUR 6/30/14 - ) Chilean Peso DBAB Buy 7/01/14 - ) Malaysian Ringgit HSBK Buy 7/07/14 - ) Mexican Peso CITI Buy 7/10/14 - ) Euro UBSW Sell 7/16/14 - ) Euro MSCO Sell 7/16/14 - ) Euro BZWS Sell 7/16/14 - ) Polish Zloty DBAB Buy EUR 7/16/14 - Malaysian Ringgit DBAB Buy 7/17/14 - ) Mexican Peso DBAB Buy 7/17/14 - ) Singapore Dollar DBAB Buy 7/17/14 - Swedish Krona DBAB Buy EUR 7/17/14 - ) Euro BZWS Sell 7/18/14 - ) Philippine Peso DBAB Buy 7/18/14 - ) South Korean Won DBAB Buy 7/18/14 - Euro DBAB Sell 7/21/14 - ) Euro MSCO Sell 7/22/14 - ) Euro DBAB Sell 7/22/14 - ) Euro DBAB Sell 7/23/14 - ) Euro DBAB Sell 7/25/14 - ) Euro CITI Sell 7/28/14 - ) Euro BZWS Sell 7/28/14 - ) Chilean Peso MSCO Buy 7/29/14 - ) Euro BZWS Sell 7/29/14 - ) Euro DBAB Sell 7/29/14 - ) Japanese Yen BZWS Sell 7/29/14 - Chilean Peso MSCO Buy 7/31/14 - ) Euro JPHQ Sell 7/31/14 - ) Euro UBSW Sell 8/01/14 - ) Euro HSBK Sell 8/04/14 - ) Euro BZWS Sell 8/04/14 - ) Euro BZWS Sell 8/05/14 - ) Euro JPHQ Sell 8/06/14 - ) Japanese Yen MSCO Sell 8/06/14 - Malaysian Ringgit HSBK Buy 8/06/14 - Euro CITI Sell 8/08/14 - ) Chilean Peso BZWS Buy 8/11/14 - ) Chilean Peso JPHQ Buy 8/11/14 - ) Euro JPHQ Sell 8/11/14 - ) Euro DBAB Sell 8/11/14 - ) Euro CITI Sell 8/11/14 - ) Euro GSCO Sell 8/12/14 - ) Singapore Dollar DBAB Buy 8/12/14 - South Korean Won HSBK Buy JPY 8/12/14 - Euro MSCO Sell 8/15/14 - ) Singapore Dollar BZWS Buy 8/18/14 - Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Euro BZWS Sell 8/19/14 - ) Japanese Yen DBAB Sell 8/19/14 - Singapore Dollar HSBK Buy 8/19/14 - Singapore Dollar DBAB Buy 8/19/14 - Chilean Peso MSCO Buy 8/20/14 - ) Euro JPHQ Sell 8/20/14 - ) Euro DBAB Sell 8/20/14 - ) Japanese Yen JPHQ Sell 8/20/14 - Japanese Yen HSBK Sell 8/20/14 - Euro JPHQ Sell 8/21/14 - ) Japanese Yen BZWS Sell 8/22/14 - Mexican Peso HSBK Buy 8/22/14 - Polish Zloty DBAB Buy EUR 8/22/14 - Euro BZWS Sell 8/25/14 - ) Japanese Yen HSBK Sell 8/25/14 - Japanese Yen DBAB Sell 8/25/14 - Japanese Yen CITI Sell 8/25/14 - Japanese Yen BZWS Sell 8/26/14 - Japanese Yen JPHQ Sell 8/26/14 - Malaysian Ringgit HSBK Buy 8/26/14 - Swedish Krona DBAB Buy EUR 8/26/14 - ) Euro JPHQ Sell 8/27/14 - ) Japanese Yen JPHQ Sell 8/27/14 - Japanese Yen HSBK Sell 8/27/14 - Japanese Yen DBAB Sell 8/27/14 - Mexican Peso HSBK Buy 8/27/14 - Singapore Dollar DBAB Buy 8/27/14 - Euro DBAB Sell 8/29/14 - ) Japanese Yen JPHQ Sell 8/29/14 - Mexican Peso HSBK Buy 8/29/14 - Polish Zloty DBAB Buy EUR 8/29/14 - Swedish Krona DBAB Buy EUR 8/29/14 - ) Euro DBAB Sell 9/03/14 - ) Mexican Peso HSBK Buy 9/03/14 - Euro DBAB Sell 9/05/14 - ) Polish Zloty DBAB Buy EUR 9/05/14 - Japanese Yen BZWS Sell 9/18/14 - Euro BZWS Sell 9/19/14 - ) Euro DBAB Sell 9/23/14 - ) Hungary Forint JPHQ Buy EUR 9/23/14 - ) Euro BZWS Sell 9/24/14 - ) Hungary Forint JPHQ Buy EUR 9/25/14 - ) Euro DBAB Sell 9/26/14 - ) Malaysian Ringgit DBAB Buy 9/26/14 - Malaysian Ringgit HSBK Buy 9/26/14 - South Korean Won HSBK Buy 9/26/14 - Euro BZWS Sell 9/29/14 - ) Japanese Yen JPHQ Sell 9/29/14 - Euro DBAB Sell 9/30/14 - ) Euro GSCO Sell 9/30/14 - ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Euro HSBK Sell 9/30/14 - ) Japanese Yen JPHQ Sell 9/30/14 - Euro DBAB Sell 10/03/14 - ) Euro DBAB Sell 10/07/14 - Euro JPHQ Sell 10/07/14 - Euro DBAB Sell 10/09/14 - ) Euro GSCO Sell 10/09/14 - ) Euro JPHQ Sell 10/14/14 - ) Mexican Peso DBAB Buy 10/14/14 - Euro HSBK Sell 10/20/14 - ) Malaysian Ringgit JPHQ Buy 10/20/14 - ) Japanese Yen BZWS Sell 10/22/14 - Malaysian Ringgit HSBK Buy 10/22/14 - ) Chilean Peso CITI Buy 10/24/14 - ) Malaysian Ringgit DBAB Buy 10/24/14 - ) Malaysian Ringgit HSBK Buy 10/24/14 - ) Euro BZWS Sell 10/27/14 - Euro DBAB Sell 10/29/14 - Euro GSCO Sell 10/29/14 - Chilean Peso DBAB Buy 10/31/14 - ) Euro DBAB Sell 10/31/14 - Malaysian Ringgit JPHQ Buy 10/31/14 - ) Euro DBAB Sell 11/03/14 - Euro BZWS Sell 11/05/14 - ) Euro DBAB Sell 11/05/14 - ) Japanese Yen CITI Sell 11/05/14 - Japanese Yen BZWS Sell 11/05/14 - Japanese Yen UBSW Sell 11/05/14 - Euro DBAB Sell 11/10/14 - ) Japanese Yen CITI Sell 11/10/14 - Euro JPHQ Sell 11/12/14 - ) Japanese Yen HSBK Sell 11/12/14 - Japanese Yen JPHQ Sell 11/13/14 - Japanese Yen MSCO Sell 11/14/14 - Euro DBAB Sell 11/17/14 - ) Euro MSCO Sell 11/17/14 - ) Japanese Yen CITI Sell 11/17/14 - Japanese Yen UBSW Sell 11/17/14 - Euro DBAB Sell 11/19/14 - ) Japanese Yen DBAB Sell 11/19/14 - Japanese Yen CITI Sell 11/19/14 - Malaysian Ringgit DBAB Buy 11/19/14 - Euro JPHQ Sell 11/20/14 - ) Euro DBAB Sell 11/20/14 - ) Japanese Yen CITI Sell 11/20/14 - Japanese Yen JPHQ Sell 11/20/14 - Japanese Yen HSBK Sell 11/20/14 - Malaysian Ringgit HSBK Buy 11/20/14 - Euro DBAB Sell 11/28/14 - ) Unrealized appreciation (depreciation) ) Templeton Income Trust Statement of Investments, November 30, 2013 (unaudited) (continued) Net unrealized appreciation (depreciation) $ ) * In U.S. dollars unless otherwise indicated. At November 30, 2013, the Fund had the following interest rate swap contracts outstanding. See Note 3. Interest Rate Swap Contracts Counterparty/ Expiration Notional Unrealized Unrealized Description Exchange Date Amount Appreciation Depreciation OTC Swaps Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 3.523% DBAB 3/28/21 $ $ - $ ) Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 2.775% DBAB 10/04/23 - ) Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 2.795% DBAB 10/04/23 - ) Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 2.765% HSBK 10/07/23 - Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 3.668% DBAB 10/04/43 - Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 3.687% DBAB 10/04/43 - Receive Floating rate 3-month USD BBA LIBOR Pay Fixed rate 3.675% HSBK 10/07/43 - OTC Swaps unrealized appreciation (depreciation) $ $ ) Net unrealized appreciation (depreciation) $ ) A BBREVIATIONS Counterparty BZWS - Barclays Bank PLC CITI - Citibank N.A. DBAB - Deutsche Bank AG GSCO - The Goldman Sachs Group, Inc. HSBK - HSBC Bank PLC JPHQ - JPMorgan Chase Bank, N.A. MSCO - Morgan Stanley and Co. Inc. UBSW - UBS AG Currency BRL - Brazilian Real CAD - Canadian Dollar EUR - Euro HUF - Hungarian Forint IDR - Indonesian Rupiah JPY - Japanese Yen KRW - South Korean Won LKR - Sri Lankan Rupee MXN - Mexican Peso MYR - Malaysian Ringgit PHP - Philippine Peso PLN - Polish Zloty SEK - Swedish Krona SGD - Singapore Dollar Selected Portfolio FRN - Floating Rate Note Templeton Income Trust Notes to Statements of Investments (unaudited) 1. ORGANIZATION Templeton Income Trust (Trust) is registered under the Investment Company Act of 1940, as amended, as an open-end investment company, consisting of five funds (Funds). Effective September 20, 2013, the Trust began offering shares of the Templeton Constrained Bond Fund. 2. FINANCIAL INSTRUMENT VALUATION The Funds' investments in financial instruments are carried at fair value daily. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Under procedures approved by the Trust's Board of Trustees (the Board), the Funds' administrator, investment manager and other affiliates have formed the Valuation and Liquidity Oversight Committee (VLOC). The VLOC provides administration and oversight of the Funds' valuation policies and procedures, which are approved annually by the Board. Among other things, these procedures allow the Funds to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value. Equity securities and derivative financial instruments (derivatives) listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Foreign equity securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the security is determined. Over-the-counter (OTC) securities are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple exchanges are valued according to the broadest and most representative market. Certain equity securities are valued based upon fundamental characteristics or relationships to similar securities. Investments in open-end mutual funds are valued at the closing net asset value. Debt securities generally trade in the OTC market rather than on a securities exchange. The Funds' pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, credit spreads, estimated default rates, anticipated market interest rate volatility, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value. Securities denominated in a foreign currency are converted into their U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the date that the values of the foreign debt securities are determined. Derivatives listed on an exchange are valued at the official closing price of the day. Certain derivatives trade in the OTC market. The Funds’ pricing services use various techniques including industry standard option pricing models and proprietary discounted cash flow models to determine the fair value of those instruments. The Funds’ net benefit or obligation under the derivative contract, as measured by the fair value of the contract, is included in net assets. The Funds have procedures to determine the fair value of financial instruments for which market prices are not reliable or readily available. Under these procedures, the VLOC convenes on a regular basis to review such financial instruments and considers a number of factors, including significant unobservable valuation inputs, when arriving at fair value. The VLOC primarily employs a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The VLOC employs various methods for calibrating these valuation approaches including a regular review of key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity. Trading in securities on foreign securities stock exchanges and OTC markets may be completed before the daily close of business on the NYSE. Occasionally, events occur between the time at which trading in a foreign security is completed and the close of the NYSE that might call into question the reliability of the value of a portfolio security held by the fund. As a result, differences may arise between the value of the Funds’ portfolio securities as determined at the foreign market close and the latest indications of value at the close of the NYSE. In order to minimize the potential for these differences, the VLOC monitors price movements following the close of trading in foreign stock markets through a series of country specific market proxies (such as baskets of American Depositary Receipts, futures contracts and exchange traded funds). These price movements are measured against established trigger thresholds for each specific market proxy to assist in determining if an event has occurred that may call into question the reliability of the values of the foreign securities held by the Funds. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. In addition, certain foreign markets may be open on days that the NYSE is closed, which could result in differences between the value of the Funds’ portfolio securities on the last business day and the last calendar day of the reporting period. Any significant security valuation changes due to an open foreign market are adjusted and reflected by the Funds for financial reporting purposes. 3. DERIVATIVE FINANCIAL INSTRUMENTS The Funds invested in derivatives in order to manage risk or gain exposure to various other investments or markets. Derivatives are financial contracts based on an underlying or notional amount, require no initial investment or an initial net investment that is smaller than would normally be required to have a similar response to changes in market factors, and require or permit net settlement. Derivatives contain various risks including the potential inability of the counterparty to fulfill their obligations under the terms of the contract, the potential for an illiquid secondary market, and/or the potential for market movements. Derivative counterparty credit risk is managed through a formal evaluation of the creditworthiness of all potential counterparties. The Funds attempt to reduce their exposure to counterparty credit risk on OTC derivatives, whenever possible, by entering into International Swaps and Derivatives Association (ISDA) master agreements with certain counterparties. These agreements contain various provisions, including but not limited to collateral requirements, events of default, or early termination. Termination events applicable to the counterparty include certain deteriorations in the credit quality of the counterparty. Termination events applicable to the Funds include failure of the Funds to maintain certain net asset levels and/or limit the decline in net assets over various periods of time. In the event of default or early termination, the ISDA master agreement gives the non-defaulting party the right to net and close-out all transactions traded, whether or not arising under the ISDA agreement, to one net amount payable by one counterparty to the other. Early termination by the counterparty may result in an immediate payment by the Funds of any net liability owed to that counterparty under the ISDA agreement. Collateral requirements differ by type of derivative. Collateral terms are contract specific for OTC derivatives. For OTC derivatives traded under an ISDA master agreement, posting of collateral is required by either the fund or the applicable counterparty if the total net exposure of all OTC derivatives with the applicable counterparty exceeds the minimum transfer amount, which typically ranges from $100,000 to $250,000, and can vary depending on the counterparty and the type of the agreement. Generally, collateral is determined at the close of fund business each day and any additional collateral required due to changes in derivative values may be delivered by the fund or the counterparty within a few business days. Collateral pledged and/or received by the fund, if any, is held in segregated accounts with the fund’s custodian/counterparty broker and can be in the form of cash and/or securities. Unrestricted cash may be invested according to the Funds' investment objectives. The Funds entered into OTC forward exchange contracts primarily to manage and/or gain exposure to certain foreign currencies. A forward exchange contract is an agreement between the fund and a counterparty to buy or sell a foreign currency for a specific exchange rate on a future date. Certain funds entered into interest rate swap contracts primarily to manage interest rate risk. An interest rate swap is an agreement between the fund and a counterparty to exchange cash flows based on the difference between two interest rates, applied to a notional amount. These agreements may be privately negotiated in the over-the-counter market (“OTC interest rate swaps”) or may be executed on a registered exchange (“centrally cleared interest rate swaps”). For centrally cleared interest rate swaps, required initial margins are pledged by the fund, and the daily change in fair value is accounted for as a variation margin payable or receivable. Over the term of the contract, contractually required payments to be paid and to be received are accrued daily and recorded as unrealized depreciation and appreciation until the payments are made, at which time they are realized. The following funds have invested in derivatives during the period. Templeton Constrained Bond Fund – Forwards Templeton Emerging Markets Bond Fund – Forwards, swaps Templeton Global Bond Fund – Forwards, swaps Templeton Global Total Return Fund - Forwards, swaps Templeton International Bond Fund – Forwards, swaps 4. INCOME TAXES At November 30, 2013, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows: Templeton Templeton Emerging Templeton Constrained Markets Bond Global Bond Bond Fund Fund Fund Cost of investments $ $ $ Unrealized appreciation $ $ $ Unrealized depreciation ) ) ) Net unrealized appreciation (depreciation) $ ) $ ) $ Templeton Templeton Global Total International Return Fund Bond Fund Cost of investments $ 7,486,098,592 $ 446,722,386 Unrealized appreciation $ 260,168,271 $ 13,867,385 Unrealized depreciation (204,419,283 ) (8,832,444 ) Net unrealized appreciation (depreciation) $ 55,748,988 $ 5,034,941 5. FAIR VALUE MEASUREMENTS The Funds follow a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Funds’ own market assumptions (unobservable inputs). These inputs are used in determining the value of the Funds’ financial instruments and are summarized in the following fair value hierarchy: Level 1 – quoted prices in active markets for identical financial instruments Level 2 – other significant observable inputs (including quoted prices for similar financial instruments, interest rates, prepayment speed, credit risk, etc.) Level 3 – significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of financial instruments) The input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level. For movements between the levels within the fair value hierarchy, the Funds have adopted a policy of recognizing the transfers as of the date of the underlying event which caused the movement. A summary of inputs used as of November 30, 2013, in valuing the Funds’ assets and liabilities carried at fair value, is as follows: Level 1 Level 2 Level 3 Total Templeton Constrained Bond Fund Assets: Investments in Securities: Foreign Government and Agency Securities a $ - $ 2,960,055 $ - $ 2,960,055 Short Term Investments 1,451,779 5,365,660 - 6,817,439 Total Investments in Securities $ 1,451,779 $ 8,325,715 $ - $ 9,777,494 Forward Exchange Contracts $ - $ 57,282 $ - $ 57,282 Liabilities: Forward Exchange Contracts - 51,360 - 51,360 Templeton Emerging Markets Bond Fund Assets: Investments in Securities: Foreign Government and Agency Securities a $ - $ 7,754,937 $ - $ 7,754,937 Quasi-Sovereign and Corporate Bonds a - 1,159,258 - 1,159,258 Short Term Investments 1,864,907 1,294,360 - 3,159,267 Total Investments in Securities $ 1,864,907 $ 10,208,555 $ - $ 12,073,462 Forward Exchange Contracts $ - $ 71,475 $ - $ 71,475 Liabilities: Swap Contracts - 22,296 - 22,296 Forward Exchange Contracts - 104,370 - 104,370 Templeton Global Bond Fund Assets: Investments in Securities: Foreign Government and Agency Securities a $ - $ 53,231,021,761 $ - $ 53,231,021,761 Quasi-Sovereign and Corporate Bonds a - 614,849,628 - 614,849,628 Municipal Bonds - 21,226,554 - 21,226,554 Short Term Investments 9,605,500,297 5,414,601,636 - 15,020,101,933 Total Investments in Securities $ 9,605,500,297 $ 59,281,699,579 $ - $ 68,887,199,876 Forward Exchange Contracts $ - $ 1,252,050,728 $ - $ 1,252,050,728 Liabilities: Swap Contracts - 186,267,130 - 186,267,130 Forward Exchange Contracts - 912,882,772 - 912,882,772 Templeton Global Total Return Fund Assets: Investments in Securities: Equity Investments: b United Kingdom $ - $ 2,822,762 $ - $ 2,822,762 United States 617,320 921,750 - c 1,539,070 Convertible Bonds - 47,827,680 - 47,827,680 Foreign Government and Agency Securities a - 4,931,896,619 - 4,931,896,619 Quasi-Sovereign and Corporate Bonds a - 1,009,252,854 - 1,009,252,854 Credit-Linked Notes a - 10,745,942 - 10,745,942 Senior Floating Rate Interests a - 2,715,653 21,564 2,737,217 Short Term Investments 868,180,863 666,844,573 - 1,535,025,436 Total Investments in Securities $ 868,798,183 $ 6,673,027,833 $ 21,564 $ 7,541,847,580 Swap Contracts $ - $ 2,002,917 $ - $ 2,002,917 Forward Exchange Contracts - 105,060,530 - 105,060,530 Liabilities: Swap Contracts - 10,093,812 - 10,093,812 Forward Exchange Contracts - 90,427,754 - 90,427,754 Templeton International Bond Fund Assets: Investments in Securities: Foreign Government and Agency Securities a $ - $ 301,182,278 $ - $ 301,182,278 Quasi-Sovereign and Corporate Bonds a - 196,954 - 196,954 Short Term Investments 104,127,869 46,250,226 - 150,378,095 Total Investments in Securities $ 104,127,869 $ 347,629,458 $ - $ 451,757,327 Swap Contracts $ - $ 79,236 $ - $ 79,236 Forward Exchange Contracts - 2,668,395 - 2,668,395 Liabilities: Swap Contracts - 114,548 - 114,548 Forward Exchange Contracts - 4,577,323 - 4,577,323 a For detailed categories, see the accompanying Statement of Investments. b Includes common, preferred and convertible preferred stocks as w ell as other equity investments. c Includes securities determined to have no value at November 30, 2013. A reconciliation of assets in which Level 3 inputs are used in determining fair value is presented when there are significant Level 3 investments at the end of the period. 6. SUBSEQUENT EVENTS The Funds have evaluated subsequent events through the issuance of the Statements of Investments and determined that no events have occurred that require disclosure. For additional information on the Funds' significant accounting policies, please refer to the Funds' most recent semiannual or annual shareholder report. Item 2. Controls and Procedures. (a) Evaluation of Disclosure Controls and Procedures. The Registrant maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934 and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant’s management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Within 90 days prior to the filing date of this Quarterly Schedule of Portfolio Holdings on Form N-Q, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant’s management, including the Registrant’s principal executive officer and the Registrant’s principal financial officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures. Based on such evaluation, the Registrant’s principal executive officer and principal financial officer concluded that the Registrant’s disclosure controls and procedures are effective. (b) Changes in Internal Controls. There have been no changes in the Registrant’s internal controls or in other factors that could materially affect the internal controls over financial reporting subsequent to the date of their evaluation in connection with the preparation of this Quarterly Schedule of Portfolio Holdings on Form N-Q. Item 3. Exhibits. (a) Certification pursuant to Section 30a-2 under the Investment Company Act of 1940 of Laura F. Fergerson, Chief Executive Officer - Finance and Administration, and Mark H. Otani, Chief Financial Officer and Chief Accounting Officer. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Templeton Income Trust By /s/LAURA F. FERGERSON Laura F. Fergerson Chief Executive Officer – Finance and Administration Date January 27, 2014 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/LAURA F. FERGERSON Laura F. Fergerson Chief Executive Officer – Finance and Administration Date January 27, 2014 By /s/MARK H. OTANI Mark H. Otani Chief

Exhibit 10.5 (CEO) This First Amendment to Employment Agreement is executed as of the 1st day of July, 2009, by and between TomoTherapy Incorporated, a Wisconsin corporation (the “Company”), and Frederick A. Robertson, M.D., an individual (“Employee”), and amends that certain Employment Agreement between the Employee and Company entered into effective November 5, 2008. RECITALS The Company wishes to revise the provision concerning termination pursuant to a change of control, and the Employee agrees to such revised provisions as set forth herein. Employee, 1. Article 3.2(d) is deleted in its entirety and replaced by the following: or upon expiration of this Agreement following the company’s notice of its (i) pay the Employee the Accrued Obligations; amount equal to the sum of: (a) 3.0 times Employee’s annual base salary as in effect on the date of termination; and (b) 3.0 times the greater of (x) the the employment occurred, or (y) the target bonus for the year in which such (iii) subject to Section 3.2(f), pay the COBRA premium (and up to the equivalent in cost to the Company for premiums under an individual plan after COBRA rights expire) for health care coverage for Employee and Employee’s eligible dependents, as applicable and to the extent eligible, for the 36 month period immediately following the date of such termination of Employee’s employment, provided that Employee properly elects COBRA continuation coverage for the initial 18 months after the date of Employee’s termination and is able to convert to an individual plan for the remaining 18 months, except that payment of such premiums shall cease if and when the Employee (and Employee’s eligible dependents) become eligible for medical, hospital and health coverage under a plan of a subsequent employer; and       2. All other provisions of the Employment Agreement are not altered by this First Amendment and remain in full force and effect. year written above.               EMPLOYEE:   COMPANY:                   Frederick A. Robertson, M.D.   TomoTherapy Incorporated                     By:   /s/ Thomas E. Powell                           Thomas E. Powell             Chief Financial Officer        

Name: 92/516/EEC: Commission Decision of 28 October 1992 on the establishment of a supplement to the addendum to the Community support framework for Community structural assistance in Greece on the improvement of the conditions under which agricultural and forestry products are processed and marketed (Only the Greek text is authentic) Type: Decision_ENTSCHEID Subject Matter: nan Date Published: 1992-11-06 Avis juridique important|31992D051692/516/EEC: Commission Decision of 28 October 1992 on the establishment of a supplement to the addendum to the Community support framework for Community structural assistance in Greece on the improvement of the conditions under which agricultural and forestry products are processed and marketed (Only the Greek text is authentic) Official Journal L 321 , 06/11/1992 P. 0028 - 0029COMMISSION DECISION of 28 October 1992 on the establishment of a supplement to the addendum to the Community support framework for Community structural assistance in Greece on the improvement of the conditions under which agricultural and forestry products are processed and marketed (Only the Greek text is authentic) (92/516/EEC)THE COMMISSION OF THE EUROPEAN COMMUNITIES, Having regard to the Treaty establishing the European Economic Community, Having regard to Council Regulation (EEC) No 2052/88 of 24 June 1988 on the tasks of the Structural Funds and their effectiveness and on coordination of their activities between themselves and with the operations of the European Investment Bank and the other existing financial instruments (1), and in particular Article 8 (5) thereof, Having regard to Council Regulation (EEC) No 866/90 of 29 March 1990 on improving the processing and marketing conditions for agricultural products (2), as amended by Regulation (EEC) No 3577/90 (3), and in particular Article 7 (2) thereof, After consultation of the Committee for the development and reconversion of regions, Whereas the Commission has approved by Decision 90/203/EEC (4) the Community support framework for structural assistance in Greece; Whereas the Commission has approved by Decision 92/80/EEC (5) the addendum to the Community support framework for Community structural assistance in Greece on the improvement of the conditions under which agricultural and forestry products are processed and marketed; Whereas the Hellenic Government submitted to the Commission on 30 March 1992, one sectoral plan on the modernization of the conditions under which agricultural and forestry products are processed and marketed referred to in Article 2 of Regulation (EEC) No 866/90 referring to animal feedingstuffs; Whereas the plan submitted by the Member State include descriptions of the main priorities selected and indications of the use to be made of assistance under the European Agricultural Guidance and Guarantee Fund (EAGGF), Guidance Section in implementing the plan; Whereas measures falling within the scope of Regulation (EEC) No 866/90 and 867/90 of 29 March 1990 on improving the processing and marketing conditions for forestry products (6) may be taken into consideration by the Commission when establishing the Community support frameworks for areas covered by Objective 1 as provided for in Title III of Regulation (EEC) No 2052/88; Whereas this supplement to the addendum to the Community support framework has been established in agreement with the Member State concerned through the partnership defined in Article 4 of Regulation (EEC) No 2052/88; Whereas all measures which constitute the addendum are in conformity with Commission Decision 90/342/EEC of 7 June 1990 on the selection criteria to be adopted for investments for improving the processing and marketing conditions for agricultural and forestry products (7); Whereas the Commission is prepared to examine the possibility of the other Community lending instruments contributing to the financing of this addendum in accordance with the specific provisions governing them; Whereas in accordance with Article 10 (2) of Council Regulation (EEC) No 4253/88 of 19 December 1988 laying down provisions for implementing Regulation (EEC) No 2052/88 as regards coordination of the activities of the different Structural Funds between themselves and with the operations of the European Investment Bank and the other existing financial instruments (8), this Decision is to be sent as a declaration of intent to the Member State; Whereas in accordance with Article 20 (1) and (2) of Regulation (EEC) No 4253/88 budgetary commitments relating to the contribution from the structural Funds to the financing of the operations covered by the Community support framework will be made on the basis of subsequent Commission decisions approving the operations concerned; Whereas the measures provided for in this Decision are in accordance with the opinion of the Committee for Agricultural Structures and Rural Development, HAS ADOPTED THIS DECISION: Article 1 The supplement to the addendum to the Community support framework for Community structural assistance on the improvement of the conditions under which agricultural and forestry products are processed and marketed in Greece covering the period from 1 January 1991 to 31 December 1993, is hereby established. The Commission declares that it intends to contribute to the implementation of this supplement to the Community support framework in accordance with the detailed provisions thereof and in compliance with the rules and guidelines of the structural Funds and the other existing financial instruments. Article 2 The supplement to the addendum to the Community support framework contains the following essential information: (a) a statement of the main priorities for joint action in the following sector: Animal feedingstuffs (b) an indicative financing plan specifying, at constant 1992 prices, the total cost of the priorities adopted for joint action by the Community and the Member State concerned, ECU 19 907 000 for the whole period, and the financial arrangements envisaged for budgetary assistance from the Community, broken down as follows: Animal feedingstuffs: ECU 7 465 000 Total: ECU 7 465 000. The resultant national financing requirement, approximately ECU 1 991 000 for the public sector and ECU 10 451 000 for the private sector, may be partially covered by Community loans from the European Investment Bank and the other loan instruments. Article 3 This declaration of intent is addressed to the Hellenic Republic. Done at Brussels, 28 October 1992. For the Commission Ray MAC SHARRY Member of the Commission (1) OJ No L 185, 15. 7. 1988, p. 9. (2) OJ No L 91, 6. 4. 1990, p. 1. (3) OJ No L 353, 17. 12. 1990, p. 23. (4) OJ No L 106, 26. 4. 1990, p. 26. (5) OJ No L 31, 7. 2. 1992, p. 42. (6) OJ No L 91, 6. 4. 1990, p. 7. (7) OJ No L 163, 29. 6. 1990, p. 71. (8) OJ No L 374, 31. 12. 1988, p. 1.

Exhibit 10.55     US $20,000.00 DUE JANUARY 8, 2015 dollars exactly (U.S. $20,000.00) on January 8, 2015 ("Maturity Date") and to annum commencing on January 8, 2014. The interest will be paid to the Holder in             2   Price. prescribed. occur:     3   or whole or any substantial portion of the properties or assets of the Company; o   the Company; or days; legal opinion.     4   action or proceeding.   impaired thereby. Holder’s counsel.     5   an original.     6       Dated: January 8, 2014               By:   7   EXHIBIT A NOTICE OF CONVERSION below. respect thereto.       Address:             SSN or EIN:             Account Name:       Address:          8

EXHIBIT 10.1 AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT This AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT (this “Amendment”), is made and entered into as of August 21, 2020, by and among: Coöperatieve Rabobank, U.A., New York Branch, a Dutch coöperatieve acting through its New York Branch (“Rabobank”) and Sumitomo Mitsui Banking Corporation, New York Branch, a Japanese corporation (“SMBC”), as purchasers The Scotts Company LLC, an Ohio limited liability company, as seller (“Seller”); and solely for purposes of Section 5.3 hereof, the Scotts Miracle-Gro Company, an Ohio corporation, as guarantor (“Guarantor”), April 7, 2017, between Seller and Buyers, as supplemented by Annex I (as amended by that certain Amendment No. 1 to Master Repurchase Agreement, dated as of August 24, 2018, the “Master Repurchase Agreement” and as amended hereby, the “Amended Master Repurchase Agreement”). Each of the Buyers and Seller may also “Parties”. RECITALS purpose of Seller transferring to the Buyers certain securities or other assets against the transfer of funds by the Buyers, with a simultaneous agreement by the Buyers to transfer to Seller such securities or other assets at a date certain or on demand, against the transfer of funds by Seller; WHEREAS, the Parties and Rabobank, as Buyers’ agent (in such capacity, “Agent”), entered into that certain Master Framework Agreement, dated as of April 7, 2017, “Framework Agreement”); WHEREAS, Guarantor entered into the Guaranty in favor of Agent and the Buyers pursuant to which Guarantor guaranteed the payment and performance of all Agreements; and WHEREAS, the Parties now wish to amend certain provisions of the Master Repurchase Agreement as hereinafter stated. AGREEMENT 1. Interpretation. shall have the meanings set forth in the Master Repurchase Agreement or the Framework Agreement (including Schedule 1 thereto), as applicable. 2. Amendments. The Master Repurchase Agreement is hereby amended, effective from and after the           2.1 The following new definitions are hereby added to Section 2(a) of Annex I to the Master Repurchase Agreement in the appropriate alphabetical order: “Benchmark Replacement”, means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by Agent and Seller giving of interest as a replacement to LIBOR for U.S. dollar-denominated syndicated Agreement. “Benchmark Replacement Adjustment”, means, with respect to any replacement of LIBOR with an Unadjusted Benchmark Replacement for each applicable Transaction been selected by Agent and Seller giving due consideration to (i) any selection “Benchmark Replacement Conforming Changes”, means, with respect to any Benchmark changes to the definition of “Transaction Period,” timing and frequency of matters) that Agent decides may be appropriate to reflect the adoption and thereof by Agent in a manner substantially consistent with market practice (or, administratively feasible or if Agent determines that no market practice for the administration as Agent decides is reasonably necessary in connection with the “Benchmark Replacement Date”, means the earlier to occur of the following events therein. “Benchmark Transition Event”, means the occurrence of one or more of the longer representative. “Benchmark Transition Start Date”, means (a) in the case of a Benchmark         2 Opt-in Election, the date specified by Agent or the Required Buyers, as applicable, by notice to Seller, Agent (in the case of such notice by the Required Buyers) and the Buyers. “Benchmark Unavailability Period”, means, if a Benchmark Transition Event and replaced LIBOR for all purposes hereunder in accordance with Section 13(d) and purposes hereunder pursuant to Section 13(d). “Early Opt-in Election”, means the occurrence of: (1) (i) a determination by Agent or (ii) a notification by the Required Buyers to Agent (with a copy to Seller) that the Required Buyers have determined that U.S. dollar-denominated language similar to that contained in Section 13(d), are being executed or replace LIBOR, and (2) (i) the election by Agent or (ii) the election by the Required Buyers to declare that an Early Opt-in Election has occurred and the provision, as applicable, by Agent of written notice of such election to Seller and the Buyers or by the Required Buyers of written notice of such election to Agent. “Federal Reserve Bank of New York’s Website”, means the website of the Federal “Relevant Governmental Body”, means the Federal Reserve Board and/or the Federal successor thereto. “SOFR”, with respect to any day means the secured overnight financing rate “Term SOFR”, means the forward-looking term rate based on SOFR that has been “Unadjusted Benchmark Replacement”, means the Benchmark Replacement excluding 2.2 The definition of “Pricing Rate” in Section 2(b)(iii) of Annex I to the Master Repurchase Agreement is hereby amended and restated in its entirety as follows: “(iii) “Pricing Rate”, the per annum percentage rate for determination of the Price Differential, determined for each Transaction as being equal to (i) during the Seasonal Commitment Period (a) as to the Seasonal Commitment Amount, the sum plus (B) the Pricing Rate Margin, and (b) as to any amount in excess of the Seasonal Commitment Amount, the sum of (A) the greater of (x) LIBOR as of the applicable Purchase Date and (y) zero plus (B) the rate agreed between the Seller and Agent, on behalf of the Buyers, and specified in the related Confirmation, and (ii) at any other time, the sum of (A) the greater of (x) LIBOR as of the applicable Purchase Date and (y) zero plus (B) the rate agreed between the Seller and Agent, on behalf of the Buyers, specified in the related Confirmation;” 2.3 Section 13 of Annex I to the Master Repurchase Agreement is hereby amended by adding a new clause (d) at the end of Section 13 that reads as follows: “(d) “Effect of Benchmark Transition Event. herein or in any other Transaction Agreement, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as         3 applicable, Agent and Seller may amend this Agreement to replace LIBOR with a Business Day after Agent has posted such proposed amendment to all Buyers and Seller so long as Agent has not received, by such time, written notice of objection to such amendment from Buyers comprising the Required Buyers. Any such date that Buyers comprising the Required Buyers have delivered to Agent written notice that such Required Buyers accept such amendment. No replacement of LIBOR with a Benchmark Replacement pursuant to Section 13(d) will occur prior to the anything to the contrary herein or in any other Transaction Agreement, any this Agreement or the Framework Agreement. (iii) Notices; Standards for Decisions and Determinations. Agent will promptly notify Seller and the Buyers of (i) any occurrence of a Benchmark Transition by Agent or Buyers pursuant to Section 13(d), including any determination with except, in each case, as expressly required pursuant to Section 13(d). (iv) Benchmark Unavailability Period. Upon Seller’s receipt of notice of the commencement of a Benchmark Unavailability Period, Seller may revoke any Transaction Notice.” 2.4 Exhibits B and C to Annex I to the Master Repurchase Agreement are amended by replacing “.875000” therein with “1.075000%”. This Amendment shall be effective as of the date first above written (the “Effective Date”) upon the Agent’s receipt of counterparts to this Amendment executed by each of the other parties hereto. 4.1 Seller. In entering into this Amendment, Seller hereby makes or repeats (as applicable) to Agent and each Buyer as of the Effective Date (or, to the extent expressly relating to a specific prior date, as of such prior date) the representations and warranties set forth in the Master Repurchase Agreement and each other Transaction Agreement to which Seller is a party, and such representations and warranties shall be deemed to include this Amendment. Seller further represents that it has complied in all material respects with all covenants and agreements applicable to it under the Master Repurchase Agreement and each of the other Transaction Agreements to which it is a party. 5. Miscellaneous.         4 5.2 Ratification. Except as amended hereby each of the other Transaction Agreements remains in full force and effect. The Parties hereby acknowledge and agree that, effective from and after the Effective Date, all references to the Master Repurchase Agreement, including Annex I thereto, in any other Transaction Agreement shall be deemed to be references to the Amended Master Repurchase Agreement, and any amendment in this Amendment of a defined term in the Master Repurchase Agreement, including Annex I thereto, shall apply to terms in any other Transaction Agreement which are defined by reference to the Master Repurchase Agreement or Annex I thereto. of the Obligations (as defined in the Guaranty) for which Guarantor may be liable under the Guaranty. Guarantor further confirms and agrees that the defined term in the Master Repurchase Agreement, including Annex I thereto, shall apply to terms in the Guaranty which are defined by reference to the Master Repurchase Agreement or Annex I thereto. 5.5 Expenses. All reasonable legal fees and expenses of Agent and each Buyer of this Amendment and each related document entered into in connection herewith shall be paid by the Seller promptly on demand. 5.6 Transaction Agreement. This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.         5 first written above. Buyer and Agent: Coöperatieve Rabobank, U.A., New York Branch By: Name:Thomas McNamaraTitle:Executive Director By: Name:Jinyang WangTitle:Vice President         6 Buyer: New York Branch By: /s/ NORIHITO OBATA Name:Norihito ObataTitle:Managing Director Global Trade Finance Dept.         7 Seller: The Scotts Company, LLC By: /s/ KELLY BERRY Name:Kelly S. BerryTitle:Vice President and Treasurer         8 Guarantor: By: Name:Kelly S. BerryTitle:         9

Exhibit Bronco Drilling Company, Inc. Announces Monthly Operating Results OKLAHOMA CITY, July 10, 2009 (BUSINESS WIRE)—Bronco Drilling Company, Inc., (Nasdaq/GS:BRNC), announced today operational results for the month ended and as of June 30, 2009. Utilization for the Company’s drilling fleet was 29% for the month of June compared to 31% for the previous month and 58% for the first quarter.The Company had an average of 45 marketed drilling rigs in June compared to 45 in the previous month and 45 for the first quarter.The average dayrate on operating drilling rigs as of June 30, 2009, was $16,019 compared to $16,900 as of May 31, 2009, and $16,708 for the first quarter of 2009. The Company cautions that several factors other than those discussed above may impact the Company’s operating results and that a particular trend regarding the factors above may or may not be indicative of the Company’s current or future financial performance. About Bronco Drilling Bronco Drilling Company, Inc. is a publicly held company headquartered in Edmond, Oklahoma, and is a provider of contract land drilling and workover services to oil and natural gas exploration and production companies. Bronco's common stock is quoted on The NASDAQ Global Select Market under the symbol “BRNC”. For more information about Bronco Drilling Company, Inc., visit http://www.broncodrill.com. -1- Bronco Drilling Company, Inc. Rig Status Report as of June 30, 2009 Est. Duration (2) Rig No. Horsepower Rig Type Basin Status (1) Contract Days Date 1 2 400 hp M I 2 4 950 hp M I 3 5 650 hp M I 4 6 650 hp M I 5 7 650 hp M I 6 8 1000 hp E I 7 9 650 hp M I 8 10 1000 hp E I 9 11 1000 hp E I 10 12 1500 hp E I 11 14 1200 hp E Woodford O Term 59 8/28/2009 12 15 1200 hp E Haynesville O Term 482 10/25/2010 13 16 1400 hp E I 14 17 1700 hp E Anadarko O Term 199 1/15/2010 15 20 1400 hp E Bakken O Term 345 6/10/2010 16 21 2000 hp E I 17 22 1000 hp E I 18 23 1000 hp E I 19 25 1500 hp E I 20 26 1200 hp E I 21 27 1500 hp E Piceance O Term 94 10/2/2009 22 28 1200 hp E I 23 29 1500 hp E I 24 37 1000 hp E Marcellus O well to well 25 41 950 hp M I 26 42 650 hp M Anadarko O well to well 27 43 1000 hp M I 28 51 850 hp M I 29 52 850 hp M I 30 54 850 hp M I 31 55 950 hp M Chicontepec O Term 184 12/31/2009 32 56 1100 hp M I 33 57 1100 hp M Woodford O Term 34 58 800 hp M I 35 59 850 hp M I 36 60 850 hp M I 37 62 1000 hp M Anadarko O well to well 38 70 450 hp M I 39 72 750 hp M I 40 75 750 hp M Woodford O Term 40 8/9/2009 41 76 900 hp M Chicontepec O Term 184 12/31/2009 42 77 1200 hp M I 43 78 1000 hp M Chicontepec O Term 184 12/31/2009 44 94 1000 hp M I 45 97 850 hp M I M - Mechanical I- Idle E - Electric O - Operating 1 Rigs classified as "operating" are under contract while rigs described as "idle" are not under contract but are being actively marketed and generally ready for service. 2 The estimated contract duration is derived from discussions with our customer regarding their current projection of the days remaining to complete the project. Changes from the prior month are highlighted. -2- Cautionary Note Regarding Forward-Looking Statements The information in this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.These forward-looking statements include, but are not limited to, comments pertaining to estimated contract duration.Such statements are subject to risks, uncertainties and assumptions, including, but not limited to, early termination by the customer pursuant to the contract or otherwise, cancellation or completion of certain contracts or projects earlier than expected, operating hazards and other factors described in Bronco Drilling Company, Inc’s. Annual Report on Form 10-K filed with the SEC on March 16, 2009, as amended on April 29, 2009 andJune 30, 2009 and other filings with the SEC, which are available free of charge on the SEC’s website at www.sec.gov.Bronco cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements. Contact: Bob Jarvis Investor Relations Bronco

Value Line New York Tax Exempt Trust (Ticker Symbol: VLNYX) S U M M A R YP R O S P E C T U S J U N E1 ,2 0 1 1 Before you invest, you may want to review the Trust’s Prospectus and Statement of Additional Information, which contain more information about theTrust and its risks. You can find the Trust’s Prospectus, Statement of Additional Information and other information about the Trust at www.vlfunds.com/home. You can also get this information at no cost by calling 800-243-2729 or by sending an email request to info@vlfunds.com.The current Prospectus and Statement of Additional Information dated June 1, 2011, are incorporated by reference into this Summary Prospectus. #00080357 T R U S TS U M M A R Y Investment objective The investment objective of the Value Line New York Tax Exempt Trust (the “Trust”) is to provide New York taxpayers with the maximum income exempt from New York State, New York City and federal income taxes while avoiding undue risk to principal. Fees and expenses This table describes the fees and expenses that you may pay if you buy and hold shares of the Trust. There are no shareholder fees (fees paid directly from your investment). Annual Trust Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Management Fees % Distribution and Service (12b-1) Fees % Other Expenses % Total Annual Trust Operating Expenses % Less Management Fee and 12b-1 Fee Waiver* –0.47 % Net Expenses % * Effective June 1, 2011 through May 31, 2012, EULAV Asset Management (the “Adviser”) has contractually agreed to waive the portion of the management fee in an amount equal to 0.225% of the Trust’s average daily net assets and EULAV Securities LLC (the “Distributor”) has contractually agreed to waive the Trust’s 12b-1 fee, in an amount equal to 0.25% of the Trust’s average daily net assets. The waivers cannot be terminated without the approval of the Trust’s Board of Trustees. 2 Example This example is intended to help you compare the cost of investing in the Trust to the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Trust for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Trust’s operating expenses remain the same except in year one. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 year 3 years 5 years 10 years New York Tax Exempt Trust $ 90 $ $ $ Portfolio turnover The Trust pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Trust shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Trust’s performance. During the most recent fiscal year the Trust’s portfolio turnover rate was 43% of the average value of its portfolio. Principal investment strategies of the Trust To achieve the Trust’s investment objective, the Adviser invests the Trust’s assets so that, under normal conditions, at least 80% of the annual interest income of the Trust will be exempt from both regular federal income tax and New York State and City personal income taxes and will not subject non-corporate shareholders to the alternative minimum tax. The Trust invests primarily in investment grade New York municipal securities having a maturity of more than one year. At least 80% of the Trust’s assets are invested in securities the interest income of which is exempt from both regular federal income tax and New York State and City personal income taxes. The Trust buys and sells New York municipal securities with a view towards seeking a high level of current income exempt from federal and New York State and City income taxes. 3 Principal risks of investing in the Trust Investing in any mutual fund, including the Trust, involves risk, including the risk that you may receive little or no return on your investment, and the risk that you may lose part or all of your investment. When you invest in the Trust, you assume a number of risks. Among them, is interest rate risk, the risk that as interest rates rise the value of some fixed income securities such as municipal securities may decrease, market risk, the risk that securities in a certain market will decline in value because of factors such as economic conditions or government actions, credit risk, the risk that any of the Trust’s holdings will have its credit downgraded or will default, income risk, the risk that the Trust’s income may decline because of falling interest rates and other market conditions, liquidity risk, the risk that at times it may be difficult to value a security or sell it at a fair price and risks associated with credit ratings. Because the Trust invests primarily in the securities issued by New York State and its municipalities, its performance may be affected by local, state, and regional factors. These may include tax, legislation or policy changes, political and economic factors, natural disasters, and the possibility of credit problems. Although New York State has enacted plans to reduce its multi-year budget deficits, gaps between actual revenues and expenditures may arise in the current and future fiscal years. New York State, New York City and certain localities outside New York City have experienced financial problems in the past, and particularly over the past 14 months, as a result of the credit market crisis and global recession. These problems have affected and most likely will continue to affect the fiscal health of the State and the U.S. economy for the forseeable future. New federal or state legislation may adversely affect the tax-exempt status of securities held by the Trust or the financial ability of municipalities to repay their obligations. Although distributions of interest income from the Trust’s tax-exempt securities are generally exempt from regular federal income tax, distributions from other sources, including capital gain distributions and any gains on the sale of your shares, are not. You should consult a tax adviser about whether an alternative minimum tax applies to you and about state and local taxes on your Trust distributions. The price of Trust shares will increase and decrease according to changes in the value of the Trust’s investments. The market values of municipal securities will vary inversely in relation to their yields. The Trust’s ability to achieve its investment objective is dependent upon the ability of the issuers of New York municipal securities to meet their continuing obligations for the payment of principal and interest. 4 The Trust is non-diversified which means that it may invest a greater portion of its assets in a single issuer than a diversified fund. Thus, it may be exposed to greater risk. An investment in the Trust is not a complete investment program and you should consider it just one part of your total investment program. An investment in the Trust is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Trust is not appropriate for Individual Retirement Accounts (“IRAs”) or other tax-advantaged retirement plans. For a more complete discussion of risk, please turn to page 9 and refer to the Statement of Additional Information. Trust performance This bar chart and table can help you evaluate the potential risks of investing in the Trust. The bar chart below shows how returns for the Trust’s shares have varied over the past ten calendar years, and the table below shows the average annual total returns (before and after taxes) of these shares for one, five, and ten years compared to the performance of the Barclays Capital Municipal Bond Index, which is a broad based market index. The Trust’s past performance (before and after taxes) is not necessarily an indication of how it will perform in the future. Updated performance information is available at: www.vlfunds.com. Total Returns (before taxes) as of 12/31 each year Best Quarter: Q3 2009 +7.60% WorstQuarter: Q3 2008 -5.39% The Trust’s year-to-date return for the three months ended March 31, 2011, was 0.10%. 5 After-tax returns in the table below are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Trust shares through tax-deferred arrangements, such as 401(k) plans or IRAs. Average annual total returns for periods ended December 31, 2010 1 year 5 years 10 years Value Line New York Tax Exempt Trust Return before taxes % % % Return after taxes on distributions % % % Return after taxes on distributions and sale ofTrust shares % % % Barclays Capital Municipal Bond Index (reflects no deduction for fees, expenses or taxes) % % % Management Investment Adviser. The Trust’s investment adviser is EULAV Asset Management. Portfolio Manager. Liane Rosenberg is primarily responsible for the day-to-day management of the Trust’s portfolio. Ms. Rosenberg has been a portfolio manager with the Adviser since November 2009 and has been the Trust’s portfolio manager since February 2010. Purchase and sale of Trust shares Minimum initial investment in the Trust: $1,000. Minimum additional investment in the Trust: $250. The Trust’s shares are redeemable and you may redeem your shares (sell them back to the Trust) through your broker-dealer, financial advisor or financial intermediary, by telephone or by mail by writing to: Value Line Funds, c/o Boston Financial Data Services, Inc., P.O. Box 219729, Kansas City, MO 64121-9729. See “How to sell shares” on page 16. 6 Tax information The Trust seeks to earn income and pay dividends exempt from federal income tax and New York State and City personal income tax. A portion of the dividends you receive may be subject to federal, New York State or New York City personal income tax or may be subject to the federal alternative minimum tax. You may also receive taxable distributions attributable to the Trust’s sale of municipal bonds. All dividends and distributions may be subject to state and local income taxes other than New York State and New York City personal income taxes. Payments to broker-dealers and other financial intermediaries If you purchase the Trust through a broker-dealer or other financial intermediary (such as a bank), the Trust and its related companies may pay the intermediary for the sale of Trust shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Trust over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information. 7

Third Amendment to Credit Agreement June 18, 2010 by and among Alliance Data Systems Corporation (the “Borrower”), September 29, 2006 (as amended, the “Credit Agreement”; terms defined therein being used herein as so defined unless otherwise defined herein); and Whereas, the Borrower, the Guarantors, the Banks and the Administrative Agent desire to amend certain of the covenants as set forth herein; Article I Amendments 1.1. Section 1.1 of the Credit Agreement is hereby amended by (a) deleting the defined terms “Deferred Revenue Account”, “Restricted Cash” and “Restricted Cash Account”, (b) amending in their entirety the defined terms “Base Rate,” “Consolidated Operating EBITDA,” “Convertible Debt,” “Insured Subsidiary,” “Loyalty Management,” “Qualifying Deposits,” and “Restricted Payment” to read as set forth below and (c) inserting the new defined term “Asset Backed Securities Debt” in proper alphabetical order as follows: goodwill and other intangible assets and (b) interest expense paid on Qualifying Deposits and Qualified Securitization Transactions for such period. If, during the period for which Consolidated Operating EBITDA is being calculated, the Borrower or any Subsidiary has (i) acquired sufficient Capital Stock of a Person to cause such Person to become a Subsidiary; (ii) acquired all or substantially Subsidiary to cease to be a Subsidiary; or (iv) disposed of all or substantially all of the assets or operations of a Subsidiary, Consolidated Operating EBITDA “Loyalty Management” means LoyaltyOne, Inc., an Ontario corporation. 1.2 Section 1.2 of the Credit Agreement is hereby amended by inserting in clause (i)(y) thereof immediately following the word “entities” the phrase “or assets”. 1.3 Section 4.9 of the Credit Agreement is hereby amended in its entirety and as Material Adverse Effect. 1.4 Section 5.7 of the Credit Agreement is hereby amended by: (i) deleting the word “corporation” appearing in clause (a)(ii) thereof and inserting in its place the word “entity”, (ii) deleting the word “and” appearing at the end of clause (d) thereof and inserting in its place “,” and (iii) inserting new clause (e) immediately prior to the period at the end of clause (d) thereof as follows: “, and (e) transfers constituting Investments permitted under Section 5.21(a)”. 1.5 Sections 5.9(b) and (j) of the Credit Agreement are each hereby amended in their entirety and as so amended shall read as follows: Section 5.16 or any similar provision or agreement; and 1.6 Section 5.15 of the Credit Agreement is hereby amended in its entirety and as so amended shall read as follows: refinancings, refundings and replacements thereof, provided that, except to the extent otherwise permitted under another clause of this Section 5.15, the amount of such Debt is not increased at the time of such extension, renewal, refinancing, refunding or replacement other than by an amount equal to the sum of accrued interest on the Debt being extended, renewed, refinanced, refunded or replaced, any prepayment premiums thereon and all fees, costs, expenses and original issue discount associated with such transaction, (ii) any Debt owed to the Borrower or a Subsidiary by the Borrower or a Subsidiary, provided that (A) all such loans shall be made in compliance with Section 5.21(a), and (B) all such loans from the Borrower to a Subsidiary shall be made pursuant to and evidenced by an Intercompany Note, (iii) issuances by Insured Subsidiaries of certificates of deposit and other items to the extent no Default results therefrom pursuant to the other covenants contained in this Article 5, the balance sheet of the Borrower and its Subsidiaries, (v) loans and letter of credit reimbursement obligations outstanding from time to time under this Agreement, (vi) Debt incurred by the Borrower and its Subsidiaries in the nature of a purchase price adjustment in connection with a permitted Restricted Acquisition, (vii) Debt of any Person that is acquired by the Borrower or any Subsidiary and becomes a Subsidiary or is merged with or into the Borrower or any Subsidiary after the Effective Date and Debt secured by an asset acquired by the Borrower or any Subsidiary after the Effective Date, and, in each case, refinancings, renewals, extensions, refundings and replacements thereof, if (A) such original Debt was in existence on the date such Person became a Subsidiary or merged with or into the Borrower or any Subsidiary or on the date that such asset was acquired, as the case may be, (B) such original Debt was not created in contemplation of such Person becoming a Subsidiary or merging with or into the Borrower or any Subsidiary or such asset being acquired, as the case may be, and (C) immediately after giving effect to the acquisition of such Person or asset by the Borrower or any Subsidiary, as the case may be, no Default or Event of Default shall have occurred and be continuing, including, without limitation, under Section 5.21(b) of this Agreement, and (viii) Debt of the Borrower and its Subsidiaries in an amount such that, after giving pro forma effect thereto and to the use of proceeds thereof as contemplated by Section 5.21(b)(i), the Borrower shall be in compliance with the covenants set forth in Sections 5.11, 5.12 and 5.13 of this Agreement. 1.7 Sections 5.21(a)(i), (v), (viii), and (x) of the Credit Agreement are each hereby amended in their entirety and as so amended shall read as follows: (i) Investments by the Borrower or its Subsidiaries in the Borrower and the Guarantors; provisions of The Community Reinvestment Act and other laws, rules and regulations relating to Insured Subsidiaries or any request or directive from any regulatory authority having jurisdiction over such Insured Subsidiary; maintain compliance with Section 5.16 and other laws, rules and regulations relating to Insured Subsidiaries or any request or directive from any regulatory time each such Investment is made) does not exceed $75,000,000, and subsequent Investments by the recipients of such Investments (such $75,000,000 to be determined without duplication of amounts subsequently invested by the recipients thereof). 1.8 Section 5.21(a)(ii) and Section 5.21(a)(iii) of the Credit Agreement are each hereby amended by deleting the words “on the Effective Date”. 1.9 Section 6.1(g) of the Credit Agreement is hereby amended by: (a) inserting immediately following the phrase “federally insured depositary institution” appearing therein the phrase “(or the Canadian equivalent thereof)” and (b) deleting the phrase “federal or state” appearing therein and inserting in its place the phrase “federal, state or other”. 1.10 Section 9.1 of the Credit Agreement is hereby amended by inserting new subsection (c) at the end thereof as follows: 1.11 Schedule 5.21 to the Credit Agreement is hereby amended as set forth in Article II Consent 2.1 The Financial Accounting Standards Board issued guidance codified in Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing,” related to accounting for transfers of financial assets and ASC 810, “Consolidation,” related to the consolidation of variable interest entities, with ASC 860 removing the concept of a qualifying special purpose entity (“QSPE”) and eliminating the consolidation exception currently available for QSPEs effective January 1, 2010 (the “New Standards”). The assessment of the various securitization trusts utilized by WFNNB and World Financial Capital Bank (“WFCB”) under ASC 860 and ASC 810 resulted in the consolidation of those securitization trusts on the balance sheet of WFNNB, WFCB or their affiliates, including the Borrower, beginning January 1, 2010.  The parties hereto hereby agree that the Borrower shall calculate compliance with the covenants contained in Article 5 of the Credit Agreement applying (i) the New Standards only for each fiscal quarter of the Borrower that ends on and after January 1, 2010 and (ii) the relevant accounting standards in effect immediately prior to the effectiveness of the New Standards for each fiscal quarter of the Borrower that ends prior to January 1, 2010. Article III Conditions Precedent 3.1 Articles I and II of this Amendment shall become effective as of the opening of business on June 18, 2010 (the “Effective Time”) subject to the conditions the Borrower, the Guarantors and the Required Banks; this Amendment and the specimen signatures of such signers; and Article IV Miscellaneous proceedings and duly executed and delivered by the Borrower and each other enforceable against the Borrower and each other Credit Party in accordance with qualification with any governmental authority is required for, and the absence of which would adversely affect, the legal and valid execution and delivery or 4.3. Except as specifically provided above, the Credit Agreement shall remain in New York. first above written. Title Vice President Title Vice President Title Vice President ADS Foreign Holdings, Inc., as a Guarantor Title Vice President Lender By /s/ Pauline Christopher Name Pauline Christopher Title Vice President Name Pauline Christopher Title Vice President SunTrust Bank By /s/ Timothy M. O’Leary Name Timothy M. O’Leary Title Managing Director By /s/ Steven A. Mackenzie Name Steven A. Mackenzie Title Senior Vice President Barclays Bank PLC By /s/ Ritam Bhalla Name Ritam Bhalla Title Vice President By Name Title By Name Title By /s/ Paul F. Noel Name Paul F. Noel Title Managing Director Name Shaheen Malik Title Vice President Name Kevin Buddhdew Title Associate By /s/ Michael J. Schaltz Name Michael J. Schaltz, Jr. Title Vice President The Huntington National Bank By /s/ Jeff D. Blendick Name Jeff D. Blendick Title Vice President By: RBS Securities, Inc., as Agent for The Royal Bank of Scotland Name Diane Ferguson Title Managing Director US Bank National Association By /s/ John Prigge Name John Prigge Title Vice President Title Director Bank Hapoalim B.M. By Name Title By Name Title Royal Bank of Canada Name Scott Umbs Title Authorized Signatory

RESTRICTED STOCK UNIT AWARD NO. AGL RESOURCES INC. AMENDED AND RESTATED OMNIBUS PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT This Agreement between AGL Resources Inc. (the “Company”) and the Recipient sets forth the terms of the Restricted Stock Units awarded under the above-named Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. Name of Recipient: Grant Date:Number of Restricted Stock Units (RSUs): Performance Measurement Period: [insert] through [insert] Performance Measure: The performance measure for this Award relates to [insert], one of the performance measures enumerated in Section 5.3 of the Plan. Conversion of RSUs to Restricted Shares: The RSUs shall be eligible to convert to an equal number of Restricted Shares if the Company's [insert performance measure] [meets or exceeds] [insert] (the “Performance Condition”).No later than sixty (60) days after the end of the Performance Measurement Period (the “Certification Date”), the Committee shall determine whether the Company attained the Performance Condition, and, if so, certify such attainment.The RSUs shall automatically convert to an equal number of Restricted Shares on the Certification Date provided that (i) the Performance Condition has been attained[, and (ii) that you have remained continuously employed through the Certification Date (unless and to the extent the employment condition has been waived as provided below)]. Forfeiture of RSUs; Termination of employment:If the Performance Condition is not attained, then the RSUs shall be forfeited on the Certification Date.In addition, if you terminate employment prior to the Certification Date for any reason other than death, Disability or Retirement, then all RSUs will be forfeited as of the date of your termination of employment.If you terminate employment prior to the Certification Date by reason of death, Disability or Retirement, then, provided that the Performance Condition is attained, the RSUs shall convert to vested and non-forfeitable shares of Common Stock on the Certification Date on a pro rata basis, determined by dividing (i) the number of full months that have elapsed between the Grant Date and the date of your termination of employment, by (ii) the sum of the number of months in the Performance Period and the number of months in the vesting period that would have otherwise applied to Restricted Shares, as set forth below.Any RSUs that do not become vested and nonforfeitable by reason of the preceding sentence shall be forfeited as of the Certification Date. Restricted Shares:Unless the RSUs have been forfeited as provided above, Restricted Shares shall be issued to you within a reasonable period of time following the Certification Date.“Restricted Shares” means those shares of Common Stock that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated.Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered.These restrictions shall apply to all shares of Common Stock or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Common Stock of the Company. Vesting of Restricted Shares: The Restricted Shares shall become vested and non-forfeitable as follows: [insert] Forfeiture of Restricted Shares; Termination of employment:If you terminate employment for any reason other than death or Disability, then all Restricted Shares will be forfeited as of the date of your termination of employment.If you terminate employment by reason of death or Disability, then the Restricted Shares shall vest and become non-forfeitable on a pro rata basis, determined with respect to the number of full months that have elapsed during the vesting period prior to the date of such termination of employment.Any Restricted Shares that do not become vested and non-forfeitable by reason of the preceding sentence shall be forfeited as of the date of termination. Change in Control: RSUs.Notwithstanding the vesting provision above, in the event of a Change in Control of the Company, the RSUs shall convert to vested and non-forfeitable shares of Common Stock pursuant to Section 12.2 of the Plan: (a) on the effective date of a Change in Control, if the RSUs are not assumed or substituted by the Surviving Entity, or (b) on the date of your termination of employment by the Company without Cause or your resignation for Good Reason within two years following the Change in Control, if the RSUs are assumed or substituted by the Surviving Entity.Such conversion and vesting will be based upon (i) an assumed attainment of the Performance Condition if the Change in Control or termination of employment, as applicable, occurs during the first half of the Performance Measurement Period, or (ii) the actual attainment of the Performance Condition measured as of the date of the Change in Control or as of the end of the calendar quarter immediately preceding the date of termination of employment, as applicable, if the Change in Control or termination of employment, as applicable, occurs during the second half of the Performance Measurement Period.In either case, the payout shall be prorated based upon the length of time within the Performance Measurement Period that has elapsed prior to the date of the Change in Control or your termination of employment, as applicable. Restricted Shares.Notwithstanding the vesting provision above, in the event of a Change in Control of the Company, the Restricted Shares shall become vested and non-forfeitable pursuant to Section 12.2 of the Plan: (a) on the effective date of a Change in Control, if the Restricted Shares are not assumed or substituted by the Surviving Entity, or (b) on the date of your termination of employment by the Company without Cause or your resignation for Good Reason within two years following the Change in Control, if the Restricted Shares are assumed or substituted by the Surviving Entity. Shareholder rights: You will have none of the rights of a shareholder with respect to the RSUs.Upon conversion of the RSUs into Restricted Shares, you will have all of the rights of a shareholder, other than dividend rights. Transferability: You may transfer the RSUs and Restricted Shares only by will or by the laws of descent and distribution. Personnel Non-Solicitation.In consideration of the benefits and promises set forth in this Agreement, Recipient agrees that, for a period of 12 months after termination of Recipient’s employment for any reason (whether voluntary or involuntary), Recipient will not, directly or indirectly, solicit, divert, or hire, or attempt to solicit, divert, or hire, any person who is at the time, or was within the 12 months preceding the solicitation or other action, employed or retained by the Company. This Agreement is subject to the terms and conditions of the Plan.You have received a copy of the Plan’s prospectus that includes a copy of the Plan.By signing this agreement, you agree to the terms of the Plan and this Agreement, which may be amended only upon a written agreement signed by the Company and you. This day of , 2 AGL RESOURCES INC.RECIPIENT: Melanie M. Platt, Executive Vice President

  This 10.0% Convertible Debenture (the “Debenture”) and the securities underlying this Debenture have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be offered, sold or otherwise     10.0% Convertible Debenture Due July 17, 2012     $400,000.00   April 18, 2012       PROTEA BIOSCIENCES GROUP, INC., a Delaware corporation (the “Company”, which term includes any successor corporation), for value received, hereby promises to pay to West Virginia Jobs Investment Trust Board (the “Holder”), or registered assigns, on July 17, 2012 (the “Maturity Date”), the sum of Four Hundred Thousand Dollars ($400,000.00) (the “Principal Amount”), with accrued and unpaid interest thereon to the registered Holder hereof from the date hereof as provided herein. Payment of the principal hereof and interest on this Debenture will be made at the office or residence of the Holder maintained for that purpose at Fifth Floor, 1012 Kanawha Boulevard, East Charleston, WV 25301 in is legal tender for payment of public and private debts. In the event of failure to pay interest on this Debenture as the same shall be due and payable, and subject to the cure provisions of Article Six, the principal hereof, together with accrued and unpaid interest, shall, at the option of the Holder hereof,   ARTICLE ONE SUBORDINATION   1.1 Senior Indebtedness. As used in this Debenture, the term “Senior Indebtedness” shall mean the principal of and interest on all indebtedness of the Company regardless of whether incurred on, before or after the date of this Debenture (a) for money borrowed from any bank or financial institution, including from Centra Bank, a West Virginia banking corporation, as evidenced by that certain Commercial Loan Agreement, dated August 27, 2009, and any amendments and related documents thereto (the “Centra Loan”), (b) in connection with any renewals or extensions of any indebtedness described in (a) above; and (c) any indebtedness secured by assets of the Company, to the extent of and with respect to such assets; provided, however, that the term shall not include subordinated to or on a parity with this Debenture.         1.2. Subordination. The Company covenants and agrees and the Holder, by acceptance hereof, covenants, expressly for the benefit of holders of Senior Indebtedness, that the payment of the principal and interest on this Debenture is expressly subordinated in right of payment to the payment of all principal and interest under the Senior Indebtedness in case of any event of default under the Centra Loan resulting in acceleration of all or any portion of the indebtedness under the Centra Loan, bankruptcy, insolvency, receivership, or other similar proceeding, whether voluntary or otherwise, of or with respect to the Company.     ARTICLE TWO PAYMENT   2.1 Rate and Payment of Interest. Interest will accrue on the Principal Amount of this Debenture (or any portion thereof that remains unpaid) from the date hereof until the entire Principal Amount is paid, at the rate of 10.0% per annum (computed on the basis of a year of 360 days). The Company shall be required to pay such interest to the Holder, in cash, monthly and in arrears, on or before the 17th day of May, 2012 and each month thereafter to and including the Maturity Date and daily thereafter until the Principal Amount has been paid in full.   2.2 Principal Payment. The Principal Amount shall be due and payable on the Maturity Date. No payments on the Principal Amount shall be due until the Maturity Date.   2.3   Prepayment. Prepayments of the Principal Amount, in whole or in part, and any interest thereon shall be permitted without penalty to the Maker.   2.4   Conversion of Interest into Principal. At the option of the Holder, at any time prior to the payment of interest by the Maker, Holder may elect to convert outstanding interest into principal under this Debenture, such that the Principal Amount shall then include the amount of interest so converted. The election may be made by Holder by written notice to Maker not less than ten (10) days prior to an interest payment date as provided in Section 2.1 above.     ARTICLE THREE CONVERSION   3.1 Definitions. For purposes of this Debenture the following terms shall have the meaning as set forth below:   “Common Stock” shall mean the Company’s Common Stock, par value $0.0001 per share.   “Conversion” shall mean the conversion of this Debenture into shares of Common Stock of the Company or into shares of Preferred Stock of the Company as herein provided.       “Preferred Stock” shall mean any Company capital stock which is hereafter offered and issued by Company (other than Common Stock).   “Sale of the Company” shall mean (i) the sale of all or substantially all the assets of the Company, or (ii) the transfer, assignment or sale of all of the outstanding capital stock of the Company to one or more persons who collectively own less than twenty percent (20%) of the outstanding capital stock of the Company, by merger, stock sale or otherwise.   “Transaction Documents” shall mean this Debenture, the Warrant, the Information Rights Letter and any documents related to any of the foregoing or the consummation of the transactions contemplated by this Debenture.   3.2 [Intentionally omitted]   3.3 Holder’s Optional Conversion.   (a) At any time after the date hereof, Holder shall have the right, but not the obligation, to convert any or all of the outstanding principal and accrued but unpaid interest under this Debenture into shares of the Common Stock, provided that any incremental amount converted in accordance with this Section 3.3 shall be at at least $15,000 or greater. The number of shares of Common Stock into which this Debenture may be converted shall be determined by dividing (x) the amount of interest and principal being converted by (y) $2.00, subject to adjustment in the manner set forth in Section 3.5, below. Based solely on a conversion of the Principal Amount at an initial conversion rate of $2.00 per share, the Debenture would be convertible for 200,000 shares of Common Stock.   (b) At any time after the date hereof, Holder shall have the right, but not the unpaid interest under this Debenture into shares of Preferred Stock, provided be at at least $15,000 or greater. The per share conversion price for the shares of Preferred Stock issued pursuant to such an election by Holder shall be the lowest price paid for such Preferred Stock by other purchasers or purchaser.   3.4 Effect, Mechanics of Conversion.   (a) Upon Conversion, the portions of this Debenture related to the Company’s indebtedness and the Company’s obligations thereunder so converted shall be canceled and Holder shall cease to have any rights except as otherwise provided   (b) The Maker agrees to take all necessary steps to facilitate the Conversion of this Debenture as set forth herein.         (c) As promptly as practicable, and in any event within ten (10) business days after a surrender of this Debenture for Conversion, the Maker shall deliver or cause to be delivered to Holder, certificates representing the Common Stock or Preferred Stock into which the Debenture shall have been converted. Notwithstanding the foregoing, Maker shall not be required to issue capital stock upon surrender of this Debenture for Conversion, and no surrender of this Debenture shall be effective for that purpose, if additional time is necessary to comply with applicable laws in Maker’s reasonable discretion based upon the opinion of its legal counsel; provided, however, that the Company will continue to make any payments to Holder contemplated in this Debenture until the Company issues to Holder the requisite capital stock in consummation of the Conversion. For purposes of this paragraph, surrender of this Debenture shall be made by sending it to the Maker by overnight mail with written notice of Holder’s intent to convert the Debenture into such Common Stock or such Preferred Stock, and the date of surrender shall be deemed to be the day following the day on which this Debenture is placed in overnight mail by Holder.   (d) No fractional shares of capital stock shall be issued upon Conversion of this Debenture. If the Conversion would result in the issuance of any fractional share, the number of shares of capital stock shall be rounded up or down to the nearest whole number, and no cash shall be paid to Holder in lieu of the deficiency, if any.   (e) Holder hereby confirms and acknowledges that (i) the shares of the capital stock to be issued upon Conversion of this Debenture and the exercise of the Warrant (defined below) are being acquired solely for investment and solely for the account of the Holder; (ii) the Holder will not offer, sell or otherwise dispose of any such shares of Common Stock or any such shares of Preferred Stock Act of 1933, as amended, or any applicable state securities laws and (iii) the “Act”). The Holder further acknowledges that the certificate[s] evidencing the shares of Common Stock and/or the share of Preferred Stock shall bear a legend to the effect of clause (ii) above.   (f) Holder hereby acknowledges receipt and careful review of this Debenture, the Certificate of Incorporation of the Company and the form of Warrant, and hereby acknowledges its careful review of the Company’s Form 8-K, as filed with the U.S. Securities and Exchange Commission (“SEC”) on September 9, 2011, Form 8-K/A, as filed with the SEC on November 14, 2011, Form 10-Q for the period ended September 30, 2011, as filed with the SEC on November 14, 2011, Form 8-K as filed on December 28, 2011, Form 8-K as filed with the SEC on January 25, 2012, and Form 8-K as filed with the SEC on March 6, 2012 (the “1934 Act Filings”). Holder also hereby represents that Holder has been furnished by the Company, this Debenture, the Warrant and the Common Stock issuable upon Conversion or exercise thereof (the “Protea Securities”) which Holder has requested or desired to know, has been afforded the opportunity to ask questions of, and to receive answers from, duly authorized officers or other representatives of the Company concerning the terms and conditions of the Protea Securities and the affairs of the Company and has received any additional information which Holder has requested. In evaluating the suitability of this investment in the Company, Holder has not relied upon any representations or other information (whether oral or written) other than as set forth in this Debenture, the form of Warrant, the Certificate of Incorporation of the Company, the 1934 Act Filings, and any documents or answers to questions so furnished by the Company.         (g) Holder agrees that, if Holder is requested by the Company or an underwriter (an “Underwriter”) of shares of the Company’s Common Stock or other securities of the Company, Holder will not sell, assign or otherwise transfer or dispose of any Protea Securities or other securities of the Company held by it or under its control for a specified period of time to be specified by the Company or the Underwriter (not to exceed 180 days) following the effective date of a registration statement filed by the Company under the Securities Act. Although the obligations set forth in this provision shall be binding upon Holder and its successors and assigns without the execution of any further agreements or documents memorializing this obligation, if the Company or an Underwriter so requests Holder will execute such further agreements and documents as are requested to further memorialize this obligation. Any such further agreements or documents shall be in a form satisfactory to the Company and the Underwriter. end of the specified period.   3.5 Adjustments. The number of shares of Common Stock into which this Debenture may be converted shall be subject to adjustments as follows:   its outstanding shares of Common Stock, as the case may be, into a larger or smaller number of shares, the number of shares of Common Stock into which this Debenture may be converted shall be increased or reduced, as of the record date for such recapitalization, in the same proportion as the increase or decrease in   (b) If the Company declares a dividend on Common Stock payable in capital stock (a “Stock Dividend”), the number of shares of Common Stock for which this Debenture may be converted shall be increased as of the record date for determining which holders shall be entitled to receive such Stock Dividend, in as a result of such Stock Dividend.   issues or sells, or is deemed by the express provisions of this subsection (c) to have issued or sold, Additional Shares of Common Stock (as defined in Section 3.5(f) below)), other than as a Stock Dividend as provided in Section 3.5(b) above, and other than a subdivision or combination of shares of Common Stock as provided in Section 3.5(a) above, for an Effective Price (as defined in Section 3.5(f) below) less than the then effective conversion price (initially, $2.00 as provided in Section 3.2 and 3.3 above, the “Conversion Price”), then and in each such case the then existing Conversion Price shall be reduced to be equal to said Effective Price.   (d) For the purpose of making any adjustment required under Section 3.5(c), the received by the Company after deduction of any underwriting or similar by the Company, (B) to the extent that it consists of property other than cash, be computed at the fair value of that property as deemed in good faith by the Board of Directors, and (C) if Additional Shares of Common Stock, Convertible Securities (as defined in Section 3.5(e) below) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or Securities or rights or options.         (e) For the purpose of the adjustment required under Section 3.5(c), if the Company issues or sells any (i) stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being herein referred to as “Convertible Securities”) or (ii) rights or options for the Conversion Price, in each case the Company shall be deemed to have issued at maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for such shares the plus in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company (other than by the cancellation of conversion thereof; provided that if in the case of Convertible Securities the clauses; provided further that if the minimum amount of consideration payable to specified events other than by reason of antidilution adjustments, the Effective consideration is reduced; provided further that if the minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities is subsequently increased, the Effective Price shall be again recalculated using the increased minimum amount of consideration payable to the Company upon exercise or conversion of such rights, options or Convertible Securities. No further adjustment of the Conversion Price, as adjusted upon the issuance of such rights, options or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price as adjusted based upon the issuance of such rights, options or Convertible or options of conversion of such Convertible Securities, and such Additional or selling the Convertible Securities actually converted, plus the consideration obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities.         (f) “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company or deemed to be issued pursuant to Section 3.5(e), other than (A) shares of Common Stock issuable or issued upon conversion of this Debenture; (B) shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights (as adjusted for any stock dividends, splits, recapitalizations and the like) after the date hereof to employees, officers, directors, consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board; (C) shares of Common Stock issued pursuant to the exercise of options, warrants or convertible securities outstanding as of the date hereof; (D) shares of Common Stock issued and/or options, warrants, or other rights for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board; (E) shares of Common Stock issued and/or options, warrants or other purchase rights pursuant to any equipment leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board; (F) shares of Common Stock issued or issuable by the Board by reason of a dividend, stock split, or other distribution on shares of Common Stock, that is covered by Sections 3.5(a) and (b). . References to Common Stock in the subsections of this Section 3.5(f) be issued pursuant to this Section 3.5(e). The “Effective Price” of Additional been issued or sold by the Company under Section 3.5(e), into the aggregate issue under this Section 3.5(e), for such Additional Shares of Common Stock.   (g) In each case of an adjustment or readjustment of the Conversion Price, if this Debenture is then convertible pursuant to this Article Three, the Company, the provisions hereof and prepare a certificate showing such adjustment or prepaid, to the Holder in accordance with Section 8.4 herein. The certificate (i) the consideration received or deemed to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold, (ii) the Conversion Price at the time in effect, (iii) the number of Additional Shares of Common Stock and (iv) the type and amount, if any, of other property which at the time would be received upon Conversion of this Debenture,   (h) Upon (i) any taking by the Company of a record of the holders of any class entitled to receive any dividend or other distribution or (ii) any Sale of the Company or other capital reorganization of the Company, any reclassification or consolidation of the Company, with or into any other corporation, or any the Company shall mail to the Holder of this Debenture at least ten (10) days distribution, (B) the date on which any such Sale of the Company, other securities) for securities or other property deliverable upon such Sale of the Company, reorganization, reclassification, transfer, consolidation, merger,         ARTICLE FOUR WARRANTS   4.1 In addition to this Debenture, the Company has issued to the Holder warrants to purchase up to Eighty-Eight Thousand Eight Hundred Eighty Nine (88,889) shares of Common Stock of the Company, at the exercise price of $2.25 per share (the “Warrant”). The Warrant is non-detachable from the Debenture and cannot be assigned or transferred separately from the Debenture.   ARTICLE FIVE COVENANTS AND REPRESENTATIONS OF THE COMPANY   5.1 Financial Statements. The Company shall maintain a standard system of accounting in accordance with generally accepted accounting principles applied on a consistent basis and shall make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect its transactions. For so long as the Holder holds the Debentures, the Company shall file the periodic reports that it is required to file pursuant to the Securities Exchange Act of 1934, as amended or otherwise shall deliver to the Holder:   after the end of each fiscal year of the Company, a consolidated profit or loss statement for such fiscal year, a consolidated balance sheet of the Company as of the end of such year, and a consolidated statement of cash flows for such year, certified, without qualification as to scope of the examination, by Company; and   end of each of the first three (3) quarters of the fiscal year an unaudited consolidated profit or loss statement for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, setting forth in comparative form the figures for the corresponding periods of the previous fiscal year. Such financial statements shall be accompanied by a certificate of the Chief Financial Officer of the Company certifying that the financial statements are true and complete in all material respects and stating whether or not the Company is in violation of this Debenture or any material agreements to which         5.2 Use of Proceeds. The Company shall use the Principal Amount for its current working capital needs.   5.3 Securities Laws. The Company represents that it is not in violation of any applicable securities laws, rules or regulations (together “Securities Laws”), the consequence of which would have a material adverse effect on the consummation of the transactions contemplated by this Debenture in accordance with its terms or a material adverse effect on the Company’s business or financial condition; and, Company agrees to and shall at all times hereafter comply with all applicable Securities Laws.   ARTICLE SIX EVENTS OF DEFAULT   The occurrence of any of the following events of default shall, at the option of the Holder hereof, make all sums of Principal Amount and interest then remaining expressly waived:   6.1 Failure to Pay Principal Amount or Interest. Failure to pay an installment of interest hereon when due and continuance thereof for a period of thirty (30) days after written notice to the Company from the Holder, provided, however, that failure to pay interest on the date that the Principal Amount payment is due and failure to pay the Principal Amount when due shall constitute an immediate default.   6.2 Breach of Covenant. The breach of any covenant or other term or condition of this Debenture and continuance thereof for a period of thirty (30) days after written notice to the Company from the Holder.   6.3 Insolvency; Receiver or Trustee. The Company shall become insolvent or admit in writing its inability to pay its debts as they mature; or make an assignment for the benefit of creditors; or apply for or consent to the appointment of a business; or such a receiver or trustee otherwise shall be appointed.   6.5 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceeding relief of debtors shall be instituted by or against the Company.   6.6 Default on Other Loan Agreements. Failure to pay when due any other material obligation for money borrowed or dividend or redemption payments or any default under any other agreement or obligation involving the borrowing of money or the advance of credit, and continuance thereof for a period of one hundred twenty         ARTICLE SEVEN REGISTRATION OF TRANSFER   7.1 Register. The Company shall maintain a register for the recordation of transfers of this Debenture, which shall be transferable in whole or in part. Upon presentation by the Holder and surrender of this Debenture, the Company shall register such transfer and issue a new Debenture or Debentures of like aggregate principal amount and bearing the same date.   7.2 Lost or Destroyed Debentures. Upon receipt by the Company at its principal office of evidence satisfactory to the company of the loss, theft, destruction or mutilation of this Debenture, and in the case of any such loss, theft, or destruction, upon delivery of indemnity satisfactory to the Company or, in case Company will issue a new Debenture of like tenor in lieu of this Debenture with a notification thereof of the date from which interest has accrued.   ARTICLE EIGHT MISCELLANEOUS   8.1 Entire Debenture. This Debenture and the documents referred to herein conditions of this Debenture shall inure to the benefit of and be binding upon the respective heirs, personal representatives, successors and assigns of the parties, except to the extent assignability is limited herein.   8.2 Governing Law. This Debenture shall be governed by and construed under the   8.3 Titles and Subtitles. The titles and subtitles used in this Debenture are interpreting this Debenture.   8.4 Notices. Any notice required or permitted under this Debenture shall be mail, postage prepaid, or by reputable overnight courier such as FedEx and addressed in the following manner:   (a) If to the Holder:   West Virginia Job Investment Trust Board Fifth Floor 1012 Kanawha Boulevard, East Charleston, WV 25301 Attention: Executive Director Telephone No. 304-345-6200 Fax:           955 Hartman Run Road Morgantown, WV 26507 Attention: Stephen Turner Telephone: 304-292-2226   8.5 Finders’ Fees. Each party represents that it neither is, nor will be, transaction.   8.6 Indemnification.   (a) The Holder agrees to indemnify and to hold harmless the Company from any liability) for which such Holder or any of its partners, employees or representatives is responsible.   (b) The Company agrees to indemnify and hold harmless the Holder from any liability) for which the company or any of its officers, employees or representatives is responsible.   (c) Holder advises Company that limitations are put on Holder by the Constitution of the State of West Virginia which precludes Holder from becoming responsible for any corporation’s or any other person’s debts or liabilities through indemnification provisions or otherwise, and Company acknowledges it is aware of Holder’s said limitations.   8.7 Amendments and Waivers. Any term of this Debenture may be amended and the particular instance and either retroactively or prospectively), pursuant to a written agreement of the Company and Holder, and not otherwise.   Debenture is registered as the absolute owner hereof for all purposes whether or                         name by the manual signature of its President.   a Delaware corporation            Stephen Turner, President     Acknowledged and accepted,   WEST VIRGINIA JOBS INVESTMENT TRUST BOARD         By: /s/ C. Andrew Zulauf_____________________        C. Andrew Zulauf, Executive Director      

Exhibit 10.5   FOREST OIL CORPORATION 2007 STOCK INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENT                          , 20     To:                                      , 20     through                        , 20     (the Performance Unit Award Agreement (this “Agreement”) and the Forest Oil Corporation 2007 Stock Incentive Plan (as it may be amended from time to time, any provision of this Agreement conflicts with the expressly applicable terms of “Common Stock”) that are set forth in Paragraph V(a) of the Plan.       Stock, subject to the terms and conditions of this Agreement; provided that, based on the relative achievement against the performance objective outlined in Section 2 below (the “Performance Objective”), the number of shares of Common Stock that may be deliverable hereunder in respect of the Performance Units may range from 0% to 200% of the number of Performance Units stated in the preamble to this Agreement (such stated number of Performance Units hereafter called the “Initial Performance Units”). Your right to receive Common Stock in respect of Section 4 or Section 5, your continued employment with the Company through the date of the Committee’s certification as set forth in Section 2.       2.                                      Total Shareholder Return Objective.  The Performance Objective with respect to the Initial Performance Units is based on of return shareholders receive through stock price changes and the assumed Section 12(b) of the Exchange Act during each day of the Performance Period. As soon as administratively practicable following the end of the Performance Period preceding provisions of this Section 2 shall be referred to as the “Earned Performance Units.”   freely transferable shares of   2                   Termination.       3     the meaning given such term in the Severance Agreement between you and the Company in effect as of the grant date specified above, as the same may be amended or superseded from time to time (the “Severance Agreement”), or (ii) if definition, shall mean that as a result of your incapacity due to physical or (x) shall have the meaning given such term in the Severance Agreement, or (y) if definition, shall mean any termination of your employment with the Company which   administrative guidance thereunder.     (a)                                 Continuous Employment.  Notwithstanding the provisions of Section 1 through Section 4 hereof, if you have been continuously (x) in connection with the Change of Control, the Successor Corporation (as defined below) does not assume, convert or replace this Agreement with an agreement substantially the same in all material economic respects, or (y) this Agreement is assumed, converted or replaced by the Successor Corporation in connection with a Change of Control but you are Involuntarily Terminated at any time following such Change of Control but before the 15th day of the third ends, then, you will be issued a number of shares of Common Stock equal to the number of Performance Units that would have become Earned Performance Units in accordance with the provisions of Section 2 and determined as follows:   determined assuming that:   4   Control Date; and         Termination.   following (and not later than five business days after) (i) if issued pursuant to Section 5(a)(i) above, the Change of Control Date, or (ii) if issued pursuant to Section 5(a)(ii) above, the date of your Involuntary Termination.  All such shares shalll be fully earned and freely transferable as of the date of issuance. Notwithstanding anything else contained in this Section 5 to the   (c)                                  Definition of Change of Control.  As used in this Agreement, the term “Change of Control” (i) shall have the meaning given   Company);   5     liquidated;   power); or       to you within five business days of the Change of Control Date in respect of all such Performance Units or such portion of such Performance Units as the Committee shall determine. Any cash payment for any Performance Unit shall be equal to the Fair Market Value of the number of shares of Common Stock into which it would convert, determined on the Change of Control Date.   6.                                      Forfeiture under Certain Circumstances.  Notwithstanding any provision herein to the contrary, the Committee may terminate your Award if it determines that you have engaged in material misconduct. Material misconduct includes conduct adversely affecting the Company’s reputation, financial condition, results of operations or prospects, necessary to adjust such amount.   the terms and conditions hereof and of the Plan.   6   8.                                      Beneficiary Designation.  You may from   Agreement. The Committee’s determination with respect to any such adjustment shall be conclusive.     11.                               Furnish Information.  You agree to furnish to   12.                               Remedies.  The parties to this Agreement shall connection with the enforcement of the terms and provisions of this Agreement breach or otherwise.     7   14.                               Payment of Taxes.  The Company may from time to time require you to pay to the Company (or an Affiliate if you are an employee of an Affiliate) the amount that the Company deems necessary to satisfy the Company’s or its Affiliate’s current or future obligation to withhold Award. With respect to any required tax withholding, unless another arrangement is permitted by the Company in its discretion, the Company shall withhold from satisfy the Company’s obligation to withhold taxes, that determination to be   15.                               Right of the Company and Affiliates to   16.                               No Liability for Good Faith Determinations.  respect to this Agreement or the Performance Units granted hereunder.   17.                               No Guarantee of Interests.  The Board, the loss or depreciation.   18.                               Company Records.  Records of the Company or its Affiliates regarding your period of employment, termination of employment to be incorrect.     20.                               Notices.  Whenever any notice is required or receiving notices.   8     Company:   Forest Oil Corporation     Attn: Corporate Secretary         Denver, Colorado 80202       Holder:     21.                               Waiver of Notice.  Any person entitled to   22.                               Successor.  This Agreement shall be binding   23.                               Headings.  The titles and headings of Sections   24.                               Governing Law.  All questions arising with   25.                               Execution of Receipts and Releases.  Any   26.                               Amendment.  This Agreement may be amended at any time unilaterally by the Company provided that such amendment is consistent   27.                               The Plan.  This Agreement is subject to all   28.                               Agreement Respecting Securities Act.  You to you pursuant to your Performance Units except   9   Rule 144).   29.                               No Shareholder Rights.  The Performance Units   30.                               Parachute Payment.  If, in connection with a accelerated vesting would otherwise apply may be reduced in accordance with the terms of the Severance Agreement, to the extent applicable.         Very Truly Yours,           FOREST OIL CORPORATION                 By:       Name:     Title:     Date:             ACKNOWLEDGED AND AGREED:                 By:       Name:       10   Appendix A     Peer Companies:   SM Energy Company         Ultra Petroleum Corporation     Cimarex Energy Company     Range Resources Corporation                 Bill Barrett Corporation     Rosetta Resources     Swift Energy Company           The                           Company’s                           Rank Among     Peers   12   11   10   9   8   7                               1   200 % 200 % 200 % 200 % 200 % 200 % 2   183 % 182 % 180 % 178 % 175 % 171 % 3   167 % 164 % 160 % 156 % 150 % 143 % 4   150 % 145 % 140 % 133 % 125 % 114 % 5   133 % 127 % 120 % 111 % 100 % 86 % 6   117 % 109 % 100 % 89 % 75 % 57 % 7   100 % 91 % 80 % 67 % 50 % 28 % 8   83 % 73 % 60 % 45 % 25 % 0 % 9   67 % 55 % 40 % 22 % 0 %     10   50 % 36 % 20 % 0 %         11   33 % 18 % 0 %             12   17 % 0 %                 13   0 %                       11   Adjustment Rules:   applicable table:       12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-32502 Warner Music Group Corp. (Exact name of Registrant as specified in its charter) Delaware 13-4271875 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer

Title: [MA] Neighborhood activism -- squatting an abandoned property Question:Hi legaladvice, I have a question regarding a historic property in my city. This is a large storefront, and it used to be home to a thriving business that brought lots of foot traffic to the surrounding area. But changing market conditions caused the business to close up shop 5-10 years ago and the neighborhood has languished ever since. The property in question was purchused by a wealthy mogul in a distant country. He is engaging in [land banking](https://en.wikipedia.org/wiki/Land_banking), the practice of purchasing property and holding it, undeveloped, solely for the land value. Because this property has been inactive for years now, commerce nearby has all but vanished and the area has become somewhat dangerous. The city and neighborhood activists are _pissed_. Every single city councillor is unhappy with the vacant property and some have even floated the idea of seizing it by eminent domain. I would like to move in to this property. The plan is to establish tenancy, and then start using the property to host neighborhood events and reactivate the corner. The property managers most likely will not discover my presence for months. At that point, they will want me to leave voluntarily, so as to avoid going through Massachusetts’ extremely tenant-friendly eviction process. In return I would like to ask them to be better stewards of the property in certain ways — promptly removing graffiti, making it available for community meetings, etc. The property does not have a posted No Trespassing sign. Further, when I walked around it yesterday, one of the doors appeared to be unlocked (although I can’t be sure since I didn’t try to open it). I have no prior criminal record. I’m a known activist in the city (by a few people, not by everyone), and I believe the city government will not take any action against me unless they are forced to do so. I will definitely get a lawyer if I move forward with this, but first I want to ask y’all for a sanity check to determine whether this plan is even worth taking up a lawyer's billable hours. So these are the pressing questions: * What do I have to do to establish tenancy? Does my occupancy have to be ‘open and notorious’, and what would be the minimum needed to meet that requirement? * When negotiating a voluntary move-out, are there any demands that would be illegal? What agreements would be enforceable? * What would be my criminal exposure if I broke and entered? What if I entered without breaking? * This is zoned as commercial property but I plan to live there. Will that affect my tenancy? * Anything I missed? Answer #1: To establish any kind of stable tenancy, you'd have to have the owner's permission, which defeats your purpose. Establishing tenancy sufficient to avoid being removed by the police only requires living there; if it looks plausible that you _could_ have the owner's permission, the police will often treat your unlawful presence as a civil matter rather than pressing breaking and entering or trespassing charges against you. However, there's no guarantee. If the cops decide to pursue charges, there's nothing you can do to prevent it. Code enforcement may order you out if you're residing in a unit not zoned for residential use. This order is enforceable and relatively immediate - often 72 hours or less. Code enforcement can call upon law enforcement to remove you, if necessary, even if the landlord hasn't even started an eviction proceeding against you. Massachusetts' breaking and entering law is a bit unique in that it requires that you break in at night, and that you have the intention to commit a felony once inside. Instead, you're more likely to be charged with simple trespassing. Since you are planning on entering the property when you are fully aware you have no permission to do so, the charges would stick; the only practical defence would be to abandon this plan and work through city hall, instead. The "open and notorious" standard is part of Massachusetts' adverse possession laws, not its tenancy laws. There is no reasonable chance of you gaining title to this property by adversely possessing it, given the facts as you present them. In short, this is a dumb plan. Your risks include being evicted, being sued (for any damage you do to the property, or the cost of removing your stuff, or the nominal rent for the time you occupy it without the permission of the owner, or the cost of restoring any changes you make to the property in the process of occupying it - note that "removing graffiti" is a change, and they could require that you pay for putting it back), and fines or a brief stint in jail for trespassing.

STERLING BANCORP 400 Rella Boulevard   2019 CHRO Supplemental Performance Award Notice and Award Agreement Javier Evans                        Award Number:                  Company.             Address                        City            State            Zip _________________________________________________________________________________________ $1,125,000. conditions of the Plan and this 2019 CHRO Supplemental Performance Award Notice STERLING BANCORP   February 6, 2019   Date       AWARD HOLDER /s/ Javier Evans   February 6, 2019 Print Name: Javier Evans   Date   1 EXHIBIT A Sterling Bancorp 2019 CHRO Supplemental Performance Award Notice And Award Agreement General Terms and Conditions Performance Award (the “Performance Award Shares”) are listed on the 2019 CHRO Shares. forfeiture. 2 termination). their subsidiaries. transferred to you. 3 Sterling Bancorp 21 Scarsdale Road Yonkers, NY 10707 Company. date. 4 Appendix A to 2019 CHRO Supplemental Performance Award Notice and Award Agreement Beneficiary Designation Form GENERAL INFORMATION Name of Person Making Designation   BENEFICIARY DESIGNATION proportionately. Name Address Relationship Birthdate Share         %         %         % Total=100% Awards: Name Address Relationship Birthdate Share         %         %         % Total=100% S I G N H E R E Your Signature            Date   By Authorized Signature Date        Comments 5 EXHIBIT B STERLING BANCORP 2019 CHRO Supplemental Performance Stock Award Notice Performance Goals 6

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTEREDMANAGEMENT INVESTMENT COMPANY Investment Company Act file number: (811-07513) Exact name of registrant as specified in charter: Putnam Funds Trust Address of principal executive offices: One Post Office Square, Boston, Massachusetts 02109 Name and address of agent for service: Robert T. Burns, Vice PresidentOne Post Office SquareBoston, Massachusetts 02109 Copy to: Bryan Chegwidden, Esq.Ropes & Gray LLP1211 Avenue of the AmericasNew York, New York 10036 Registrant's telephone number, including area code: (617) 292-1000 Date of fiscal year end: October 31, 2016 Date of reporting period: January 31, 2016 Item 1. Schedule of Investments: Putnam Absolute Return 100 Fund The fund's portfolio 1/31/16 (Unaudited) CORPORATE BONDS AND NOTES (31.3%) (a) Principal amount Value Banking (9.6%) Abbey National Treasury Services PLC/United Kingdom company guaranty sr. unsec. unsub. notes 1 3/8s, 2017 (United Kingdom) $462,000 $461,853 Bank of America Corp. sr. unsec. unsub. notes 2s, 2018 1,159,000 1,155,014 Bank of Montreal sr. unsec. unsub. notes Ser. MTN, 2 1/2s, 2017 (Canada) 423,000 428,465 Bank of Nova Scotia (The) sr. unsec. unsub. notes 1 3/8s, 2017 (Canada) 430,000 429,616 Bank of Tokyo-Mitsubishi UFJ, Ltd. (The) 144A sr. unsec. unsub. FRN 0.857s, 2016 (Japan) 1,000,000 999,926 Bank of Tokyo-Mitsubishi UFJ, Ltd. (The) 144A sr. unsec. unsub. notes 1.2s, 2017 (Japan) 430,000 429,184 BNP Paribas SA company guaranty sr. unsec. unsub. bonds Ser. MTN, 1 3/8s, 2017 (France) 490,000 490,441 BNP Paribas SA company guaranty sr. unsec. unsub. notes Ser. BKNT, 5s, 2021 (France) 600,000 667,271 Commonwealth Bank of Australia/New York, NY sr. unsec. unsub. bonds 1 1/8s, 2017 588,000 587,038 Cooperatieve Centrale Raiffeisen-Boerenleenbank BA/Netherlands (Rabobank Nederland) company guaranty sr. unsec. notes 3 3/8s, 2017 (Netherlands) 385,000 393,012 Deutsche Bank AG/London sr. unsec. notes 6s, 2017 (United Kingdom) 449,000 476,455 Dexia Credit Local SA/New York 144A company guaranty sr. unsec. unsub. notes 1 1/4s, 2016 (France) 2,000,000 1,999,748 Fifth Third Bancorp unsec. sub. FRB 0.99s, 2016 1,230,000 1,224,790 HBOS PLC unsec. sub. FRN Ser. EMTN, 1.152s, 2017 (United Kingdom) 1,000,000 992,263 HSBC Finance Corp. sr. unsec. unsub. FRN 0.844s, 2016 1,000,000 999,227 HSBC USA, Inc. sr. unsec. unsub. notes 2s, 2018 1,000,000 998,162 Intesa Sanpaolo SpA company guaranty sr. unsec. bonds 2 3/8s, 2017 (Italy) 1,500,000 1,505,741 JPMorgan Chase & Co. sr. unsec. unsub. notes 2s, 2017 428,000 430,616 JPMorgan Chase & Co. unsec. sub. notes 3 7/8s, 2024 135,000 134,196 KeyBank NA/Cleveland, OH unsec. sub. notes Ser. MTN, 5.45s, 2016 1,115,000 1,120,176 KeyCorp sr. unsec. unsub. notes Ser. MTN, 2.3s, 2018 447,000 448,765 Nordea Bank AB 144A sr. unsec. FRN 0.819s, 2016 (Sweden) 1,525,000 1,525,706 PNC Bank NA sr. unsec. unsub. notes Ser. BKNT, 1 1/8s, 2017 430,000 429,961 Royal Bank of Canada sr. unsec. unsub. FRN Ser. GMTN, 0.937s, 2016 (Canada) 1,000,000 1,000,825 Royal Bank of Canada sr. unsec. unsub. notes Ser. GMTN, 2.2s, 2018 (Canada) 435,000 440,152 Royal Bank of Scotland Group PLC jr. unsec. sub. FRB 7 1/2s, perpetual maturity (United Kingdom) 500,000 508,750 Royal Bank of Scotland Group PLC unsec. sub. notes 4.7s, 2018 (United Kingdom) 1,535,000 1,590,289 Santander Issuances SAU company guaranty unsec. sub. notes 5.179s, 2025 (Spain) 200,000 189,661 Svenska Handelsbanken AB company guaranty sr. unsec. notes 2 7/8s, 2017 (Sweden) 250,000 254,607 Svenska Handelsbanken AB sr. unsec. FRN 1.02s, 2016 (Sweden) 1,000,000 1,000,595 Wells Fargo & Co. sr. unsec. notes 2.1s, 2017 423,000 427,065 Basic materials (0.7%) Archer-Daniels-Midland Co. sr. unsec. notes 5.45s, 2018 338,000 365,154 Corp Nacional del Cobre de Chile (CODELCO) 144A sr. unsec. unsub. notes 3 7/8s, 2021 (Chile) 500,000 489,178 Rio Tinto Finance USA PLC company guaranty sr. unsec. unsub. notes 1 5/8s, 2017 (United Kingdom) 430,000 421,400 Rio Tinto Finance USA, Ltd. company guaranty sr. unsec. unsub. notes 9s, 2019 (Australia) 245,000 284,167 Southern Copper Corp. sr. unsec. unsub. notes 5 7/8s, 2045 (Peru) 200,000 153,500 Capital goods (0.7%) Boeing Co. (The) sr. unsec. bonds 8 3/4s, 2021 865,000 1,158,285 Covidien International Finance SA company guaranty sr. unsec. unsub. notes 6s, 2017 (Luxembourg) 430,000 461,587 Communication services (2.3%) AT&T, Inc. sr. unsec. unsub. FRN 0.741s, 2016 1,000,000 999,947 AT&T, Inc. sr. unsec. unsub. notes 3s, 2022 1,000,000 980,800 AT&T, Inc. sr. unsec. unsub. notes 1.7s, 2017 430,000 430,918 Comcast Corp. company guaranty sr. unsec. unsub. bonds 6 1/2s, 2017 430,000 452,038 Verizon Communications, Inc. sr. unsec. notes 6.35s, 2019 313,000 353,522 Verizon Communications, Inc. sr. unsec. notes 2 5/8s, 2020 815,000 819,692 Verizon Communications, Inc. sr. unsec. unsub. FRN 2.042s, 2016 1,000,000 1,006,352 Vodafone Group PLC sr. unsec. unsub. notes 1 1/4s, 2017 (United Kingdom) 744,000 738,637 Consumer cyclicals (4.0%) Amazon.com, Inc. sr. unsec. notes 1.2s, 2017 423,000 422,747 Autonation, Inc. company guaranty sr. unsec. unsub. notes 6 3/4s, 2018 365,000 396,299 Autonation, Inc. company guaranty sr. unsec. unsub. notes 5 1/2s, 2020 100,000 109,170 Dollar General Corp. sr. unsec. sub. notes 1 7/8s, 2018 300,000 298,374 Ford Motor Credit Co., LLC sr. unsec. unsub. FRN 1.87s, 2016 1,000,000 1,001,084 Ford Motor Credit Co., LLC sr. unsec. unsub. notes 5 7/8s, 2021 1,475,000 1,628,276 Ford Motor Credit Co., LLC sr. unsec. unsub. notes 3.157s, 2020 2,000,000 1,988,578 General Motors Financial Co., Inc. company guaranty sr. unsec. unsub. notes 3.1s, 2019 2,000,000 1,983,102 McGraw Hill Financial, Inc. company guaranty sr. unsec. unsub. notes 3.3s, 2020 1,010,000 1,034,984 Volkswagen International Finance NV 144A company guaranty sr. unsec. FRN 0.804s, 2016 (Germany) 1,000,000 986,726 Consumer finance (0.9%) Air Lease Corp. sr. unsec. notes 2 5/8s, 2018 1,385,000 1,362,877 American Express Co. jr. unsec. sub. FRN Ser. C, 4.9s, perpetual maturity 370,000 346,171 American Express Co. sr. unsec. notes 7s, 2018 286,000 317,116 American Express Co. sr. unsec. notes 6.15s, 2017 174,000 185,434 Consumer staples (2.8%) Anheuser-Busch InBev Finance, Inc. company guaranty sr. unsec. unsub. bonds 4.9s, 2046 577,000 597,526 Anheuser-Busch InBev Finance, Inc. company guaranty sr. unsec. unsub. bonds 3.65s, 2026 578,000 585,795 Anheuser-Busch InBev Finance, Inc. company guaranty sr. unsec. unsub. FRN 0.811s, 2017 700,000 697,419 Anheuser-Busch InBev Finance, Inc. company guaranty sr. unsec. unsub. notes 1.9s, 2019 1,255,000 1,257,312 Anheuser-Busch InBev Finance, Inc. company guaranty sr. unsec. unsub. notes 1 1/4s, 2018 156,000 154,899 ConAgra Foods, Inc. sr. unsec. notes 7s, 2019 958,000 1,085,894 Constellation Brands, Inc. company guaranty sr. unsec. unsub. notes 7 1/4s, 2016 283,000 291,490 CVS Health Corp. sr. unsec. unsub. notes 2 1/4s, 2018 430,000 433,143 CVS Health Corp. 144A sr. unsec. sub. notes 4 3/4s, 2022 1,030,000 1,124,685 Diageo Capital PLC company guaranty sr. unsec. unsub. notes 1 1/2s, 2017 (United Kingdom) 202,000 202,390 PepsiCo, Inc. sr. unsec. unsub. notes 1 1/4s, 2017 427,000 428,360 Energy (2.0%) BP Capital Markets PLC company guaranty sr. unsec. unsub. notes 1.846s, 2017 (United Kingdom) 430,000 430,986 Canadian Natural Resources, Ltd. sr. unsec. unsub. notes 5.7s, 2017 (Canada) 430,000 426,285 Chevron Corp. sr. unsec. unsub. notes 1.104s, 2017 423,000 419,863 ConocoPhillips Co. company guaranty sr. unsec. unsub. notes 1.05s, 2017 430,000 414,898 Hess Corp. sr. unsec. unsub. notes 7.3s, 2031 25,000 22,416 Petrobras Global Finance BV company guaranty sr. unsec. unsub. notes 6 1/4s, 2024 (Brazil) 490,000 352,188 Petroleos Mexicanos company guaranty sr. unsec. unsub. notes 5 1/2s, 2021 (Mexico) 1,500,000 1,475,538 Petroleos Mexicanos 144A company guaranty sr. unsec. unsub. notes 4 1/2s, 2026 (Mexico) 185,000 159,260 Phillips 66 company guaranty sr. unsec. unsub. notes 2.95s, 2017 430,000 436,116 Shell International Finance BV company guaranty sr. unsec. unsub. notes 5.2s, 2017 (Netherlands) 462,000 482,426 Total Capital International SA company guaranty sr. unsec. unsub. notes 1.55s, 2017 (France) 423,000 422,796 Financial (2.0%) GE Capital International Funding Co. 144A company guaranty sr. unsec. notes 0.964s, 2016 (Ireland) 1,186,000 1,186,549 Goldman Sachs Group, Inc. (The) sr. unsec. unsub. notes Ser. GLOB, 2 3/8s, 2018 229,000 230,164 KKR Group Finance Co., LLC 144A company guaranty sr. unsec. unsub. notes 6 3/8s, 2020 1,977,000 2,299,401 Morgan Stanley sr. unsec. unsub. bonds 4 3/4s, 2017 1,204,000 1,247,004 Health care (2.3%) AbbVie, Inc. sr. unsec. notes 1 3/4s, 2017 385,000 384,506 Actavis Funding SCS company guaranty sr. unsec. notes 1.85s, 2017 (Luxembourg) 2,000,000 2,007,288 Amgen, Inc. sr. unsec. unsub. notes 2 1/8s, 2017 430,000 433,519 AstraZeneca PLC sr. unsec. unsub. notes 5.9s, 2017 (United Kingdom) 430,000 460,659 Biogen, Inc. sr. unsec. sub. notes 3 5/8s, 2022 730,000 749,755 Johnson & Johnson sr. unsec. notes 5.15s, 2018 269,000 295,073 Mylan NV company guaranty sr. unsec. sub. notes 1.8s, 2016 1,000,000 999,011 UnitedHealth Group, Inc. sr. unsec. notes 6s, 2018 192,000 208,438 Zoetis, Inc. sr. unsec. notes 1.15s, 2016 265,000 264,993 Insurance (1.1%) Hartford Financial Services Group, Inc. (The) jr. unsec. sub. FRB 8 1/8s, 2038 235,000 253,213 MetLife, Inc. sr. unsec. unsub. notes 6 3/4s, 2016 430,000 438,333 MetLife, Inc. sr. unsec. unsub. notes 4 3/4s, 2021 1,180,000 1,302,883 Metropolitan Life Global Funding I 144A sr. notes 3s, 2023 790,000 790,121 Investment banking/Brokerage (0.2%) Deutsche Bank AG unsec. sub. notes 4 1/2s, 2025 (Germany) 324,000 287,382 Macquarie Bank, Ltd. 144A sr. unsec. notes 4s, 2025 (Australia) 310,000 320,576 Real estate (0.5%) Liberty Property LP sr. unsec. unsub. notes 3 3/8s, 2023 (R) 550,000 529,367 Select Income REIT sr. unsec. unsub. notes 3.6s, 2020 (R) 130,000 131,262 Select Income REIT sr. unsec. unsub. notes 2.85s, 2018 (R) 130,000 130,041 Simon Property Group LP 144A sr. unsec. unsub. notes 1 1/2s, 2018 (R) 389,000 388,053 Technology (0.3%) eBay, Inc. sr. unsec. unsub. notes 1.35s, 2017 430,000 428,352 Intel Corp. sr. unsec. unsub. notes 1.35s, 2017 430,000 431,914 Transportation (0.2%) Continental Airlines, Inc. pass-through certificates Ser. 97-4A, 6.9s, 2018 296,742 303,211 Continental Airlines, Inc. pass-through certificates Ser. 98-1A, 6.648s, 2017 42,519 43,316 Federal Express Corp. 2012 Pass Through Trust 144A notes 2 5/8s, 2018 142,283 143,443 Utilities and power (1.7%) Consolidated Edison Co. of New York, Inc. sr. unsec. notes 7 1/8s, 2018 289,000 330,757 Dayton Power & Light Co. (The) sr. bonds 1 7/8s, 2016 1,500,000 1,502,277 Electricite de France (EDF) 144A jr. unsec. sub. FRN 5 1/4s, perpetual maturity (France) 260,000 231,400 IPALCO Enterprises, Inc. sr. notes 5s, 2018 277,000 289,465 PPL WEM, Ltd./Western Power Distribution, Ltd. 144A sr. unsec. unsub. notes 3.9s, 2016 (United Kingdom) 980,000 984,544 Texas-New Mexico Power Co. 144A 1st sr. bonds Ser. A, 9 1/2s, 2019 654,000 787,302 Total corporate bonds and notes (cost $77,954,015) MORTGAGE-BACKED SECURITIES (28.7%) (a) Principal amount Value Agency collateralized mortgage obligations (3.0%) Bellemeade Re Ltd. 144A FRB Ser. 15-1A, Class M1, 2.927s, 2025 (Bermuda) $454,798 $449,540 Federal Home Loan Mortgage Corporation IFB Ser. 2976, Class LC, 22.86s, 2035 27,053 42,848 Ser. 2430, Class UD, 6s, 2017 11,789 12,037 Ser. 3724, Class CM, 5 1/2s, 2037 65,762 73,902 Ser. 2533, Class HB, 5 1/2s, 2017 28,497 29,290 Ser. 3331, Class NV, 5s, 2029 148,194 150,047 Ser. 2513, Class DB, 5s, 2017 17,495 17,887 Ser. 3539, Class PM, 4 1/2s, 2037 57,145 60,391 Ser. 3805, Class AK, 3 1/2s, 2024 62,738 64,124 Ser. 3876, Class CA, 2 3/4s, 2026 64,298 65,358 Ser. 3683, Class JH, 2 1/2s, 2023 10,000 10,039 Ser. 3609, Class LK, 2s, 2024 361,356 364,790 FRB Ser. 8, Class A9, IO, 0.469s, 2028 128,167 1,762 FRB Ser. 59, Class 1AX, IO, 0.273s, 2043 (F) 312,790 3,748 Ser. 48, Class A2, IO, 0.212s, 2033 (F) 464,235 4,435 Ser. 3835, Class FO, PO, zero %, 2041 1,908,368 1,673,112 Federal National Mortgage Association IFB Ser. 04-10, Class QC, 26.894s, 2031 62,325 70,561 IFB Ser. 05-75, Class GS, 18.971s, 2035 189,607 269,050 IFB Ser. 11-4, Class CS, 12.047s, 2040 270,453 334,244 Ser. 06-124, Class A, 5 5/8s, 2036 23,112 23,558 Ser. 05-68, Class PC, 5 1/2s, 2035 43,968 46,800 Ser. 02-65, Class HC, 5s, 2017 7,909 8,002 Ser. 09-100, Class PA, 4 1/2s, 2039 14,032 14,253 Ser. 11-60, Class PA, 4s, 2039 41,359 43,214 Ser. 03-43, Class YA, 4s, 2033 312,816 319,413 Ser. 11-89, Class VA, 4s, 2023 29,078 29,073 Ser. 04-2, Class QL, 4s, 2019 124,744 128,465 Ser. 10-155, Class A, 3 1/2s, 2025 40,450 41,428 Ser. 10-81, Class AP, 2 1/2s, 2040 125,541 127,222 FRB Ser. 03-W10, Class 1, IO, 0.753s, 2043 (F) 59,362 977 Ser. 98-W5, Class X, IO, 0.629s, 2028 236,923 11,550 Ser. 98-W2, Class X, IO, 0.058s, 2028 784,330 38,236 Government National Mortgage Association Ser. 14-163, Class NI, IO, 5s, 2044 1,067,280 199,709 Ser. 13-20, Class QI, IO, 4 1/2s, 2042 5,832,669 1,099,880 Ser. 09-32, Class AB, 4s, 2039 38,678 40,963 Ser. 13-23, Class IK, IO, 3s, 2037 13,061,907 1,419,986 Ser. 10-151, Class KO, PO, zero %, 2037 210,132 190,466 GSMPS Mortgage Loan Trust 144A FRB Ser. 98-4, IO, 1.147s, 2026 44,569 — FRB Ser. 98-2, IO, 1.043s, 2027 27,566 — FRB Ser. 99-2, IO, 0.84s, 2027 63,033 552 FRB Ser. 98-3, IO, zero %, 2027 (F) 31,192 — Commercial mortgage-backed securities (21.2%) Banc of America Commercial Mortgage Trust Ser. 06-4, Class AJ, 5.695s, 2046 300,000 298,763 FRB Ser. 07-1, Class XW, IO, 0.504s, 2049 777,509 3,702 Banc of America Merrill Lynch Commercial Mortgage, Inc. 144A FRB Ser. 04-4, Class XC, IO, 0.256s, 2042 47,353 50 Bear Stearns Commercial Mortgage Securities Trust FRB Ser. 07-PW16, Class AJ, 5.911s, 2040 1,000,000 1,010,150 FRB Ser. 07-T26, Class AJ, 5.566s, 2045 534,000 507,300 Ser. 05-PWR9, Class AJ, 4.985s, 2042 32,377 32,377 Bear Stearns Commercial Mortgage Securities Trust 144A FRB Ser. 06-PW11, Class B, 5.638s, 2039 976,000 976,000 Citigroup Commercial Mortgage Trust Ser. 14-GC21, Class AS, 4.026s, 2047 486,000 517,566 COBALT CMBS Commercial Mortgage Trust FRB Ser. 07-C3, Class AJ, 5.957s, 2046 256,000 259,550 COMM Mortgage Pass-Through Certificates FRB Ser. 14-CR14, Class XA, IO, 1.014s, 2047 11,142,345 445,025 COMM Mortgage Trust Ser. 07-C9, Class AJ, 5.65s, 2049 602,000 604,348 Ser. 06-C8, Class AJ, 5.377s, 2046 665,000 650,370 FRB Ser. 14-CR18, Class C, 4.896s, 2047 1,407,000 1,408,040 FRB Ser. 13-LC13, Class XA, IO, 1.567s, 2046 6,267,227 369,516 FRB Ser. 14-LC15, Class XA, IO, 1.557s, 2047 6,324,927 436,433 FRB Ser. 14-CR17, Class XA, IO, 1.349s, 2047 5,747,855 359,996 COMM Mortgage Trust 144A FRB Ser. 07-C9, Class AJFL, 1.114s, 2049 1,500,000 1,442,430 Credit Suisse Commercial Mortgage Trust 144A FRB Ser. 08-C1, Class AJ, 6.269s, 2041 500,000 506,290 Credit Suisse First Boston Mortgage Securities Corp. 144A Ser. 98-C1, Class F, 6s, 2040 130,055 140,785 FRB Ser. 03-C3, Class AX, IO, 2.188s, 2038 437,923 57 DBRR Trust 144A FRB Ser. 13-EZ3, Class A, 1.636s, 2049 259,993 259,993 DBUBS Mortgage Trust 144A FRB Ser. 11-LC2A, Class D, 5.643s, 2044 357,000 367,772 FRB Ser. 11-LC3A, Class D, 5 5/8s, 2044 1,073,000 1,129,762 First Union Commercial Mortgage Trust 144A Ser. 99-C1, Class F, 5.35s, 2035 96,237 94,986 GE Capital Commercial Mortgage Corp. FRB Ser. 05-C1, Class D, 4.68s, 2048 972,000 953,775 GE Capital Commercial Mortgage Corp. 144A FRB Ser. 05-C3, Class XC, IO, 0.072s, 2045 1,062,729 — GE Capital Commercial Mortgage Corp. Trust FRB Ser. 06-C1, Class AJ, 5.64s, 2044 1,128,000 1,105,440 GE Commercial Mortgage Corp. Trust Ser. 07-C1, Class A3, 5.481s, 2049 237,091 237,313 GS Mortgage Securities Corp. II FRB Ser. 13-GC10, Class XA, IO, 1.764s, 2046 3,567,907 293,068 GS Mortgage Securities Corp. II 144A FRB Ser. 13-GC10, Class D, 4.557s, 2046 1,219,000 1,108,571 GS Mortgage Securities Trust Ser. 06-GG8, Class AJ, 5.622s, 2039 283,000 280,822 FRB Ser. 13-GC12, Class XA, IO, 1.868s, 2046 8,312,727 641,564 FRB Ser. 14-GC22, Class XA, IO, 1.224s, 2047 (F) 6,977,696 424,963 FRB Ser. 14-GC24, Class XA, IO, 1.014s, 2047 (F) 8,684,507 446,709 GS Mortgage Securities Trust 144A FRB Ser. 11-GC3, Class D, 5.825s, 2044 258,000 258,643 FRB Ser. 12-GC6, Class D, 5.818s, 2045 389,000 390,148 FRB Ser. 14-GC18, Class D, 5.113s, 2047 520,000 430,760 FRB Ser. 14-GC26, Class D, 4.662s, 2047 389,000 315,598 FRB Ser. 13-GC12, Class D, 4.615s, 2046 1,190,000 1,071,321 JPMBB Commercial Mortgage Securities Trust Ser. 13-C17, Class AS, 4.458s, 2047 241,000 260,270 JPMorgan Chase Commercial Mortgage Securities Corp. 144A FRB Ser. 12-LC9, Class D, 4.567s, 2047 326,000 304,777 JPMorgan Chase Commercial Mortgage Securities Trust FRB Ser. 07-CB20, Class AJ, 6.284s, 2051 465,500 470,621 Ser. 08-C2, Class ASB, 6 1/8s, 2051 177,451 182,242 FRB Ser. 06-LDP6, Class B, 5.754s, 2043 475,000 471,565 FRB Ser. 05-LDP5, Class F, 5.723s, 2044 620,000 619,050 FRB Ser. 05-CB11, Class C, 5.668s, 2037 500,000 517,500 Ser. 06-LDP8, Class AJ, 5.48s, 2045 2,051,000 2,050,672 Ser. 04-LN2, Class A2, 5.115s, 2041 27,392 27,414 FRB Ser. 13-C10, Class C, 4.294s, 2047 300,000 288,030 FRB Ser. 12-C6, Class XA, IO, 2.017s, 2045 4,531,355 337,984 FRB Ser. 13-C10, Class XA, IO, 1.405s, 2047 9,386,709 546,006 JPMorgan Chase Commercial Mortgage Securities Trust 144A FRB Ser. 11-C3, Class E, 5.759s, 2046 1,293,000 1,290,931 FRB Ser. 12-C6, Class E, 5.365s, 2045 1,330,000 1,254,057 LB-UBS Commercial Mortgage Trust FRB Ser. 06-C3, Class C, 5.921s, 2039 447,000 442,530 FRB Ser. 06-C6, Class B, 5.472s, 2039 527,000 525,560 FRB Ser. 06-C6, Class AJ, 5.452s, 2039 350,000 351,304 Ser. 06-C7, Class A2, 5.3s, 2038 124,255 124,246 FRB Ser. 07-C2, Class XW, IO, 0.739s, 2040 889,975 5,084 LSTAR Commercial Mortgage Trust 144A FRB Ser. 15-3, Class B, 3.459s, 2048 1,713,000 1,526,591 FRB Ser. 15-3, Class C, 3.459s, 2048 338,000 288,679 Merrill Lynch Mortgage Trust FRB Ser. 07-C1, Class A3, 6.032s, 2050 122,622 122,608 Ser. 06-C2, Class AJ, 5.802s, 2043 (F) 1,142,000 1,131,541 Ser. 04-KEY2, Class D, 5.046s, 2039 416,000 412,724 Merrill Lynch Mortgage Trust 144A FRB Ser. 05-MCP1, Class XC, IO, 0.039s, 2043 2,628,328 18 ML-CFC Commercial Mortgage Trust FRB Ser. 06-2, Class AM, 6.082s, 2046 431,000 434,500 Ser. 06-3, Class AJ, 5.485s, 2046 887,000 887,364 Ser. 06-4, Class AJ, 5.239s, 2049 265,000 258,534 ML-CFC Commercial Mortgage Trust 144A FRB Ser. 06-4, Class XC, IO, 0.805s, 2049 43,813,751 47,319 Morgan Stanley Bank of America Merrill Lynch Trust FRB Ser. 13-C11, Class C, 4.561s, 2046 400,000 423,614 FRB Ser. 13-C7, Class XA, IO, 1.799s, 2046 13,388,245 971,987 FRB Ser. 14-C17, Class XA, IO, 1.427s, 2047 8,741,124 582,071 Morgan Stanley Bank of America Merrill Lynch Trust 144A FRB Ser. 13-C12, Class D, 4.925s, 2046 424,000 382,174 FRB Ser. 12-C6, Class XA, IO, 2.232s, 2045 10,340,590 771,408 FRB Ser. 13-C7, Class XB, IO, 0.458s, 2046 24,165,000 545,573 Morgan Stanley Capital I Trust FRB Ser. 07-T27, Class AJ, 5.821s, 2042 1,002,000 1,037,140 Ser. 07-IQ14, Class A2, 5.61s, 2049 130,479 130,625 Ser. 07-HQ11, Class AJ, 5.508s, 2044 279,000 278,685 Morgan Stanley Capital I Trust 144A FRB Ser. 11-C3, Class E, 5.351s, 2049 301,000 300,876 Morgan Stanley Re-REMIC Trust 144A FRB Ser. 10-C30A, Class A3B, 5.246s, 2043 419,098 419,936 UBS-Barclays Commercial Mortgage Trust 144A FRB Ser. 12-C3, Class C, 5.123s, 2049 300,000 313,968 FRB Ser. 13-C6, Class D, 4.493s, 2046 665,000 611,527 FRB Ser. 12-C2, Class XA, IO, 1.866s, 2063 14,520,749 918,866 FRB Ser. 12-C4, Class XA, IO, 1.809s, 2045 6,634,345 570,341 Wachovia Bank Commercial Mortgage Trust FRB Ser. 06-C25, Class AJ, 5.95s, 2043 351,000 350,930 FRB Ser. 06-C29, IO, 0.527s, 2048 33,703,264 69,429 Wachovia Bank Commercial Mortgage Trust 144A FRB Ser. 07-C31, IO, 0.385s, 2047 76,284,430 154,953 Wells Fargo Commercial Mortgage Trust FRB Ser. 13-LC12, Class C, 4.434s, 2046 500,000 493,410 Wells Fargo Commercial Mortgage Trust 144A FRB Ser. 13-LC12, Class D, 4.434s, 2046 1,250,000 1,057,661 WF-RBS Commercial Mortgage Trust Ser. 14-C19, Class C, 4.646s, 2047 (F) 212,000 214,482 Ser. 13-C18, Class AS, 4.387s, 2046 491,000 527,825 Ser. 13-UBS1, Class AS, 4.306s, 2046 305,000 326,143 Ser. 13-C12, Class AS, 3.56s, 2048 384,000 393,373 FRB Ser. 13-C17, Class XA, IO, 1.727s, 2046 4,843,042 331,748 FRB Ser. 13-C14, Class XA, IO, 1.024s, 2046 9,255,057 410,554 WF-RBS Commercial Mortgage Trust 144A FRB Ser. 11-C5, Class E, 5.822s, 2044 1,155,000 1,202,794 FRB Ser. 11-C2, Class D, 5.729s, 2044 985,000 1,035,521 Ser. 11-C4, Class D, 5.265s, 2044 1,045,000 1,073,372 Ser. 11-C4, Class E, 5.265s, 2044 285,000 288,734 FRB Ser. 13-C15, Class D, 4.629s, 2046 905,000 799,929 FRB Ser. 12-C10, Class XA, IO, 1.892s, 2045 4,952,177 405,484 FRB Ser. 13-C12, Class XA, IO, 1.578s, 2048 1,828,146 121,710 Residential mortgage-backed securities (non-agency) (4.5%) BCAP, LLC Trust 144A FRB Ser. 14-RR1, Class 2A2, 2.51s, 2036 500,000 398,778 FRB Ser. 15-RR5, Class 2A3, 1.326s, 2046 410,000 307,459 Countrywide Alternative Loan Trust FRB Ser. 06-OA7, Class 1A2, 1.225s, 2046 2,742,210 2,180,057 FRB Ser. 05-38, Class A3, 0.777s, 2035 252,393 201,931 FRB Ser. 05-59, Class 1A1, 0.756s, 2035 901,962 721,570 FRB Ser. 06-OC2, Class 2A3, 0.717s, 2036 (F) 134,903 120,738 FRB Ser. 06-OA2, Class A5, 0.656s, 2046 (F) 1,332,402 1,005,964 FRB Ser. 06-OA10, Class 4A1, 0.617s, 2046 3,056,549 2,277,129 FRB Ser. 06-OC8, Class 2A2A, 0.547s, 2036 (F) 270,247 258,086 CSMC Trust 144A FRB Ser. 11-6R, Class 3A7, 3.005s, 2036 490,000 245,000 FRB Ser. 09-13R, Class 3A2, 2.341s, 2036 (F) 372,199 204,710 GSAA Trust FRB Ser. 05-8, Class M1, 0.917s, 2035 (F) 350,000 245,000 Morgan Stanley Resecuritization Trust 144A Ser. 15-R4, Class CB1, 0.598s, 2047 (F) 1,265,000 958,238 Nomura Resecuritization Trust 144A FRB Ser. 15-4R, Class 1A14, 0.634s, 2047 1,000,000 500,000 WaMu Mortgage Pass-Through Certificates Trust FRB Ser. 04-AR13, Class A1B2, 1.407s, 2034 524,225 489,469 FRB Ser. 05-AR17, Class A1B2, 0.837s, 2045 1,293,778 1,060,898 Total mortgage-backed securities (cost $72,912,810) ASSET-BACKED SECURITIES (6.2%) (a) Principal amount Value Station Place Securitization Trust FRB Ser. 15-4, Class A, 1.402s, 2017 $3,166,000 $3,166,000 FRB Ser. 15-2, Class A, 1.235s, 2017 2,342,000 2,342,000 Station Place Securitization Trust 144A FRB Ser. 14-2, Class A, 1.055s, 2016 9,902,000 9,902,000 Total asset-backed securities (cost $15,410,000) U.S. GOVERNMENT AND AGENCY MORTGAGE OBLIGATIONS (4.6%) (a) Principal amount Value U.S. Government Agency Mortgage Obligations (4.6%) Federal Home Loan Mortgage Corporation 4 1/2s, October 1, 2018 $17,780 $18,288 Federal Home Loan Mortgage Corporation Pass-Through Certificates 6s, September 1, 2017 96,686 99,924 4 1/2s, August 1, 2018 14,251 14,736 Federal National Mortgage Association Pass-Through Certificates 6s, with due dates from September 1, 2018 to September 1, 2019 41,949 43,666 4 1/2s, November 1, 2044 1,000,000 1,088,281 4s, TBA, February 1, 2046 1,000,000 1,068,203 3s, TBA, March 1, 2046 4,000,000 4,072,969 3s, TBA, February 1, 2046 5,000,000 5,102,735 Total U.S. government and agency mortgage obligations (cost $11,386,862) U.S. TREASURY OBLIGATIONS (—%) (a) Principal amount Value U.S. Treasury Notes 2s, September 30, 2020 (SEGSF) $58,000 $59,783 Total U.S. treasury obligations (cost $57,975) FOREIGN GOVERNMENT AND AGENCY BONDS AND NOTES (1.9%) (a) Principal amount/units Value Argentina (Republic of) sr. unsec. unsub. notes Ser. 1, 8 3/4s, 2017 (Argentina) (In default) (NON) $500,000 $561,875 Buenos Aires (Province of) 144A sr. unsec. unsub. notes 10 7/8s, 2021 (Argentina) 600,000 630,750 Croatia (Republic of) 144A sr. unsec. unsub. notes 6 1/4s, 2017 (Croatia) 200,000 208,100 Indonesia (Republic of) 144A sr. unsec. notes 4 3/4s, 2026 (Indonesia) 300,000 305,250 Indonesia (Republic of) 144A sr. unsec. unsub. notes 5.95s, 2046 (Indonesia) 300,000 310,500 Russia (Federation of) 144A sr. unsec. unsub. bonds 5 5/8s, 2042 (Russia) 2,400,000 2,295,000 Venezuela (Bolivarian Republic of) sr. unsec. bonds 5 3/4s, 2016 (Venezuela) 350,000 322,836 Total foreign government and agency bonds and notes (cost $4,649,642) PURCHASED SWAP OPTIONS OUTSTANDING (0.1%) (a) Counterparty Fixed right % to receive or (pay)/ Expiration Contract Floating rate index/Maturity date date/strike amount Value Barclays Bank PLC 1.73875/3 month USD-LIBOR-BBA/Apr-26 Apr-16/1.73875 $5,831,400 $53,649 (2.15625)/3 month USD-LIBOR-BBA/Apr-26 Apr-16/2.15625 5,831,400 24,434 Citibank, N.A. 1.775/3 month USD-LIBOR-BBA/Feb-26 Feb-16/1.775 5,831,400 28,690 (2.041)/3 month USD-LIBOR-BBA/Feb-26 Feb-16/2.041 5,831,400 5,890 (2.087)/3 month USD-LIBOR-BBA/May-18 May-16/2.087 5,087,700 51 Credit Suisse International (2.915)/3 month USD-LIBOR-BBA/Apr-47 Apr-17/2.915 574,800 18,682 (3.315)/3 month USD-LIBOR-BBA/Apr-47 Apr-17/3.315 574,800 8,812 Goldman Sachs International 1.149/3 month USD-LIBOR-BBA/Apr-18 Apr-16/1.149 8,334,500 45,756 1.725/3 month USD-LIBOR-BBA/Mar-26 Mar-16/1.725 5,831,400 39,887 1.7785/3 month USD-LIBOR-BBA/Feb-26 Feb-16/1.7785 5,831,400 29,507 (2.095)/3 month USD-LIBOR-BBA/Mar-26 Mar-16/2.095 5,831,400 19,477 (2.0435)/3 month USD-LIBOR-BBA/Feb-26 Feb-16/2.0435 5,831,400 5,715 (2.18625)/3 month USD-LIBOR-BBA/Jun-18 Jun-16/2.18625 5,087,700 51 Total purchased swap options outstanding (cost $355,971) PURCHASED OPTIONS OUTSTANDING (—%) (a) Expiration Contract date/strike price amount Value Federal National Mortgage Association 30 yr 3.0s TBA commitments (Put) Apr-16/$101.27 $2,000,000 $13,524 Federal National Mortgage Association 30 yr 3.0s TBA commitments (Put) Apr-16/101.02 2,000,000 11,010 Federal National Mortgage Association 30 yr 3.0s TBA commitments (Put) Apr-16/100.25 2,000,000 6,614 Federal National Mortgage Association 30 yr 3.0s TBA commitments (Put) Apr-16/100.05 2,000,000 5,758 Federal National Mortgage Association 30 yr 3.0s TBA commitments (Put) Mar-16/99.63 2,000,000 1,392 Total purchased options outstanding (cost $92,188) SHORT-TERM INVESTMENTS (29.8%) (a) Principal amount/shares Value AbbVie, Inc. commercial paper 0.51%, February 16, 2016 $1,500,000 $1,499,663 Amphenol Corp. commercial paper 0.85%, February 4, 2016 1,500,000 1,499,891 AutoNation, Inc. commercial paper 0.95%, February 1, 2016 1,500,000 1,499,922 Bacardi Corp. commercial paper 0.70%, February 24, 2016 1,500,000 1,499,463 Banco Bilbao Vizcaya/NY FRN certificate of deposit 1.21%, May 16, 2016 1,000,000 998,740 BASF SE commercial paper 0.70%, June 21, 2016 1,500,000 1,496,304 Brookfield US Holdings, Inc. commercial paper 0.88%, February 4, 2016 1,500,000 1,499,874 Cabot Corp. commercial paper 0.69%, February 3, 2016 1,500,000 1,499,910 Church & Dwight Co., Inc. commercial paper 0.72%, February 16, 2016 1,500,000 1,499,640 Cox Enterprises, Inc. commercial paper 0.90%, February 17, 2016 1,000,000 999,745 Duke Energy Corp. 144A commercial paper 0.87%, February 24, 2016 1,500,000 1,499,463 ERP Operating, LP commercial paper 0.92%, February 1, 2016 1,500,000 1,499,947 Experian Finance PLC commercial paper 0.79%, February 24, 2016 1,500,000 1,499,463 Hawaiian Electric Industries, Inc. commercial paper 0.97%, February 2, 2016 1,600,000 1,599,892 Jupiter Securitization Co., LLC 144A FRN commercial paper 0.44%, July 25, 2016 1,500,000 1,499,858 Marriott International, Inc./MD commercial paper 0.86%, March 8, 2016 1,500,000 1,499,178 Mohawk Industries, Inc. commercial paper 0.71%, February 25, 2016 1,500,000 1,499,441 NiSource Finance Corp. commercial paper 0.87%, February 1, 2016 1,500,000 1,499,947 Nissan Motor Acceptance Corp. commercial paper 0.73%, February 29, 2016 1,500,000 1,499,353 Putnam Short Term Investment Fund 0.39% (AFF) Shares 33,037,888 33,037,888 Syngenta Wilmington Inc. commercial paper 1.00%, May 4, 2016 $1,500,000 1,496,720 Tyco International Finance SA commercial paper 0.85%, February 18, 2016 1,500,000 1,499,594 U.S. Treasury Bills 0.03%, February 4, 2016 (SEGSF) 5,000 5,000 U.S. Treasury Bills 0.06%, February 18, 2016 (SEGSF) 239,000 238,976 U.S. Treasury Bills 0.07%, April 7, 2016 (SEG)(SEGSF)(SEGCCS) 1,523,000 1,522,240 U.S. Treasury Bills 0.15%, February 11, 2016 (SEGSF) 313,000 312,982 U.S. Treasury Bills 0.16%, April 21, 2016 (SEG)(SEGSF)(SEGCCS) 452,000 451,705 U.S. Treasury Bills 0.20%, March 3, 2016 (SEGSF)(SEGCCS) 1,867,000 1,866,623 Viacom, Inc. commercial paper 1.22%, February 26, 2016 1,500,000 1,499,419 Whirlpool Corp. commercial paper 0.80%, March 30, 2016 1,500,000 1,498,648 Wyndham Worldwide Corp. 144A commercial paper 1.07%, February 2, 2016 1,500,000 1,499,895 Xerox Corp. commercial paper 0.87%, March 4, 2016 1,500,000 1,499,266 Total short-term investments (cost $74,016,184) TOTAL INVESTMENTS Total investments (cost $256,835,647) (b) FUTURES CONTRACTS OUTSTANDING at 1/31/16 (Unaudited) Unrealized Number of Expiration appreciation/ contracts Value date (depreciation) U.S. Treasury Bond 30 yr (Short) 9 $1,449,281 Mar-16 $(68,011) U.S. Treasury Bond Ultra 30 yr (Long) 1 166,188 Mar-16 8,428 U.S. Treasury Note 10 yr (Short) 1 129,578 Mar-16 (3,111) U.S. Treasury Note 5 yr (Short) 24 2,896,125 Mar-16 (52,056) U.S. Treasury Note 2 yr (Long) 14 3,060,750 Mar-16 17,035 U.S. Treasury Note Ultra 10yr (Long) 1 139,594 Mar-16 1,764 Total WRITTEN SWAP OPTIONS OUTSTANDING at 1/31/16 (premiums $3,293,486) (Unaudited) Counterparty Fixed Obligation % to receive or (pay)/ Expiration Contract Floating rate index/Maturity date date/strike amount Value Barclays Bank PLC 1.9475/3 month USD-LIBOR-BBA/Apr-26 Apr-16/1.9475 $2,915,700 $28,370 (1.9475)/3 month USD-LIBOR-BBA/Apr-26 Apr-16/1.9475 2,915,700 54,844 Citibank, N.A. 2.587/3 month USD-LIBOR-BBA/May-18 May-16/2.587 5,087,700 20 2.387/3 month USD-LIBOR-BBA/May-18 May-16/2.387 5,087,700 46 1.908/3 month USD-LIBOR-BBA/Feb-26 Feb-16/1.908 2,915,700 10,059 (1.908)/3 month USD-LIBOR-BBA/Feb-26 Feb-16/1.908 2,915,700 34,347 Credit Suisse International 2.515/3 month USD-LIBOR-BBA/Apr-47 Apr-17/2.515 574,800 36,155 Goldman Sachs International 2.58625/3 month USD-LIBOR-BBA/Jun-18 Jun-16/2.58625 10,175,400 102 1.399/3 month USD-LIBOR-BBA/Apr-18 Apr-16/1.399 8,334,500 583 1.911/3 month USD-LIBOR-BBA/Feb-26 Feb-16/1.911 2,915,700 9,797 1.91/3 month USD-LIBOR-BBA/Mar-26 Mar-16/1.91 2,915,700 24,142 (1.911)/3 month USD-LIBOR-BBA/Feb-26 Feb-16/1.911 2,915,700 34,930 (1.91)/3 month USD-LIBOR-BBA/Mar-26 Mar-16/1.91 2,915,700 43,736 JPMorgan Chase Bank N.A. (6.00 Floor)/3 month USD-LIBOR-BBA/Mar-18 Mar-18/6.00 16,499,000 1,941,091 Total WRITTEN OPTIONS OUTSTANDING at 1/31/16 (premiums $92,188) (Unaudited) Expiration Contract date/strike price amount Value Federal National Mortgage Association 30 yr 3.0s TBA commitments (Put) Apr-16/$100.54 $2,000,000 $7,250 Federal National Mortgage Association 30 yr 3.0s TBA commitments (Put) Apr-16/100.29 2,000,000 6,012 Federal National Mortgage Association 30 yr 3.0s TBA commitments (Put) Apr-16/99.81 2,000,000 4,126 Federal National Mortgage Association 30 yr 3.0s TBA commitments (Put) Apr-16/99.50 2,000,000 3,490 Federal National Mortgage Association 30 yr 3.0s TBA commitments (Put) Apr-16/99.56 2,000,000 3,354 Federal National Mortgage Association 30 yr 3.0s TBA commitments (Put) Apr-16/99.30 2,000,000 2,976 Federal National Mortgage Association 30 yr 3.0s TBA commitments (Put) Apr-16/98.75 2,000,000 1,902 Federal National Mortgage Association 30 yr 3.0s TBA commitments (Put) Apr-16/98.55 2,000,000 1,596 Federal National Mortgage Association 30 yr 3.0s TBA commitments (Put) Mar-16/98.84 2,000,000 600 Federal National Mortgage Association 30 yr 3.0s TBA commitments (Put) Mar-16/98.05 2,000,000 256 Total FORWARD PREMIUM SWAP OPTION CONTRACTS OUTSTANDING at 1/31/16 (Unaudited) Counterparty Premium Unrealized Fixed right or obligation % to receive or (pay)/ Expiration Contract receivable/ appreciation/ Floating rate index/Maturity date date/strike amount (payable) (depreciation) JPMorgan Chase Bank N.A. 2.117/3 month USD-LIBOR-BBA/Feb-27 (Purchased) Feb-17/2.117 $653,200 $(16,005) $7,637 2.035/3 month USD-LIBOR-BBA/Feb-27 (Purchased) Feb-17/2.035 653,200 (16,597) 4,474 1.1925/3 month USD-LIBOR-BBA/Mar-21 (Purchased) Mar-16/1.1925 8,333,000 (24,166) 1,257 1.00/3 month USD-LIBOR-BBA/Apr-27 (Purchased) Apr-17/1.00 1,265,300 (8,366) (1,650) (1.5075)/3 month USD-LIBOR-BBA/Mar-21 (Purchased) Mar-16/1.5075 8,333,000 (24,166) (1,882) 1.00/3 month USD-LIBOR-BBA/Apr-27 (Purchased) Apr-17/1.00 2,530,500 (17,777) (4,340) (3.035)/3 month USD-LIBOR-BBA/Feb-27 (Purchased) Feb-17/3.035 653,200 (17,380) (13,734) (3.117)/3 month USD-LIBOR-BBA/Feb-27 (Purchased) Feb-17/3.117 653,200 (18,290) (15,171) 2.655/3 month USD-LIBOR-BBA/Feb-19 (Written) Feb-17/2.655 2,861,000 18,954 17,710 2.56/3 month USD-LIBOR-BBA/Feb-19 (Written) Feb-17/2.56 2,861,000 18,290 16,808 1.35/3 month USD-LIBOR-BBA/Mar-21 (Written) Mar-16/1.35 4,166,500 24,166 1,451 (1.35)/3 month USD-LIBOR-BBA/Mar-21 (Written) Mar-16/1.35 4,166,500 24,166 (2,062) (1.00)/3 month USD-LIBOR-BBA/Apr-19 (Written) Apr-17/1.00 2,530,500 7,748 (3,087) (1.00)/3 month USD-LIBOR-BBA/Apr-19 (Written) Apr-17/1.00 5,061,000 16,195 (5,567) (1.56)/3 month USD-LIBOR-BBA/Feb-19 (Written) Feb-17/1.56 2,861,000 16,472 (13,447) (1.655)/3 month USD-LIBOR-BBA/Feb-19 (Written) Feb-17/1.655 2,861,000 16,308 (17,538) Total TBA SALE COMMITMENTS OUTSTANDING at 1/31/16 (proceeds receivable $5,082,461) (Unaudited) Principal Settlement Agency amount date Value Federal National Mortgage Association, 3s, February 1, 2046 $5,000,000 2/11/16 $5,102,735 Total CENTRALLY CLEARED INTEREST RATE SWAP CONTRACTS OUTSTANDING at 1/31/16 (Unaudited) Upfront Payments Payments Unrealized premium Termination made by received by appreciation/ Notional amount received (paid) date fund per annum fund per annum (depreciation) $1,134,000 $(5,905) 9/30/25 3 month USD-LIBOR-BBA 2.1575% $40,610 1,134,000 15,528 9/30/25 2.3975% 3 month USD-LIBOR-BBA (56,680) 1,134,000 (9,987) 9/30/25 3 month USD-LIBOR-BBA 2.2775% 49,369 5,188,000 (30,418) 10/9/25 3 month USD-LIBOR-BBA 2.155% 178,682 2,594,000 30,316 10/9/25 2.3225% 3 month USD-LIBOR-BBA (115,249) 2,594,000 (17,204) 10/28/25 3 month USD-LIBOR-BBA 2.055% 60,200 1,297,000 16,527 10/28/25 2.235% 3 month USD-LIBOR-BBA (44,191) 5,188,000 (37,422) 10/28/25 3 month USD-LIBOR-BBA 2.0775% 128,375 2,594,000 36,022 10/28/25 2.2625% 3 month USD-LIBOR-BBA (92,136) 2,594,000 (16,895) 10/29/25 3 month USD-LIBOR-BBA 2.12% 76,609 1,297,000 16,844 10/29/25 2.31% 3 month USD-LIBOR-BBA (53,158) 3,891,000 (24,565) 10/27/25 3 month USD-LIBOR-BBA 2.07125% 97,699 1,945,500 24,488 10/27/25 2.25% 3 month USD-LIBOR-BBA (69,439) 1,945,500 16,122 9/29/25 2.235% 3 month USD-LIBOR-BBA (78,010) 858,000 (12) 9/29/25 2.162% 3 month USD-LIBOR-BBA (35,616) 728,000 (10) 9/30/25 2.07% 3 month USD-LIBOR-BBA (23,855) 1,068,000 (14) 10/7/25 2.0085% 3 month USD-LIBOR-BBA (28,361) 1,171,400 (15) 10/28/25 2.013% 3 month USD-LIBOR-BBA (30,333) 389,100 (5) 10/28/25 2.044% 3 month USD-LIBOR-BBA (11,225) 2,453,700 19,597 12/2/25 2.119% 3 month USD-LIBOR-BBA (61,467) 1,040,300 (14) 12/7/25 2.1765% 3 month USD-LIBOR-BBA (39,640) 61,528,000 (E) (30,679) 3/16/21 1.70% 3 month USD-LIBOR-BBA (1,167,100) 7,133,000 (E) 6,526 3/16/26 2.20% 3 month USD-LIBOR-BBA (240,348) 2,080,500 15,576 12/7/25 3 month USD-LIBOR-BBA 2.14% 87,659 2,774,000 21,739 12/9/25 3 month USD-LIBOR-BBA 2.245% (101,336) 31,000 — 11/12/25 3 month USD-LIBOR-BBA 2.2195% 1,355 780,900 (10) 11/24/25 2.09% 3 month USD-LIBOR-BBA (24,076) 858,800 (11) 12/1/25 3 month USD-LIBOR-BBA 2.115% 28,090 1,040,300 (14) 12/7/25 2.169% 3 month USD-LIBOR-BBA (38,901) 226,000 (E) (1,718) 3/16/46 3 month USD-LIBOR-BBA 2.65% 16,638 30,349,000 (E) 31,218 3/16/18 1.20% 3 month USD-LIBOR-BBA (163,320) 8,332,000 (31) 1/20/18 3 month USD-LIBOR-BBA 0.984% 24,584 7,443,000 (70) 1/19/21 1.4525% 3 month USD-LIBOR-BBA (62,743) 520,600 (7) 12/23/25 3 month USD-LIBOR-BBA 2.1275% 16,791 1,472,200 (19) 12/30/25 3 month USD-LIBOR-BBA 2.195% 56,347 1,260,300 (5) 1/4/18 3 month USD-LIBOR-BBA 1.18997% 9,191 1,260,300 (5) 1/4/18 3 month USD-LIBOR-BBA 1.1895% 9,178 762,000 (26) 1/4/46 2.6555% 3 month USD-LIBOR-BBA (65,852) 665,000 (9) 1/4/26 3 month USD-LIBOR-BBA 2.223% 26,958 520,000 (18) 1/19/46 2.385% 3 month USD-LIBOR-BBA (12,212) 2,659,000 (35) 1/19/26 3 month USD-LIBOR-BBA 1.935% 33,658 1,843,800 (24) 1/26/26 3 month USD-LIBOR-BBA 1.92% 20,116 1,878,900 (14) 1/25/26 3 month USD-LIBOR-BBA 1.9175% 20,146 2,011,400 (27) 1/26/26 3 month USD-LIBOR-BBA 1.93% 23,838 Total $75,315 (E) Extended effective date. OTC CREDIT DEFAULT CONTRACTS OUTSTANDING at 1/31/16 (Unaudited) Upfront Payments premium Termi- received Unrealized Swap counterparty/ received Notional nation (paid) by fund appreciation/ Referenced debt* Rating*** (paid)** amount date per annum (depreciation) Bank of America N.A.   CMBX NA BBB- Index BBB-/P $2,939 $43,000 5/11/63 300 bp $(906)   CMBX NA BBB- Index BBB-/P 5,604 93,000 5/11/63 300 bp (2,711)   CMBX NA BBB- Index BBB-/P 11,483 186,000 5/11/63 300 bp (5,149)   CMBX NA BBB- Index BBB-/P 10,944 192,000 5/11/63 300 bp (6,224) Credit Suisse International   CMBX NA BB Index — (26,087) 1,478,000 5/11/63 (500 bp) 163,581   CMBX NA BBB- Index BBB-/P 13,144 908,000 5/11/63 300 bp (68,046)   CMBX NA BBB- Index BBB-/P 28,224 2,149,000 5/11/63 300 bp (163,932)   CMBX NA BBB- Index BBB-/P 3,461 86,000 1/17/47 300 bp (7,712)   CMBX NA BBB- Index BBB-/P 2,508 87,000 1/17/47 300 bp (8,795)   CMBX NA BBB- Index BBB-/P 3,712 88,000 1/17/47 300 bp (7,720)   CMBX NA BBB- Index BBB-/P 3,595 101,000 1/17/47 300 bp (9,527)   CMBX NA BBB- Index BBB-/P 3,346 128,000 1/17/47 300 bp (13,283)   CMBX NA BBB- Index BBB-/P 7,515 128,000 1/17/47 300 bp (9,115)   CMBX NA BBB- Index BBB-/P 5,865 171,000 1/17/47 300 bp (16,350)   CMBX NA BBB- Index BBB-/P 7,494 260,000 1/17/47 300 bp (26,284)   CMBX NA BBB- Index BBB-/P 26,141 381,000 1/17/47 300 bp (23,357)   CMBX NA BBB- Index BBB-/P 17,801 425,000 1/17/47 300 bp (37,414)   CMBX NA BBB- Index BBB-/P 62,491 566,000 1/17/47 300 bp (11,042)   CMBX NA BBB- Index BBB-/P 251,268 1,891,000 1/17/47 300 bp 5,280 Goldman Sachs International   CMBX NA BBB- Index BBB-/P (249) 36,000 5/11/63 300 bp (3,468)   CMBX NA BB Index — (1,711) 200,000 5/11/63 (500 bp) 23,955   CMBX NA BB Index — (1,251) 118,000 5/11/63 (500 bp) 13,891   CMBX NA BB Index — (586) 61,000 5/11/63 (500 bp) 7,242   CMBX NA BB Index — 52 43,000 5/11/63 (500 bp) 5,570   CMBX NA BB Index — 431 42,000 5/11/63 (500 bp) 5,820   CMBX NA BB Index — 927 41,000 5/11/63 (500 bp) 6,189   CMBX NA BB Index — 640 38,000 5/11/63 (500 bp) 5,516   CMBX NA BB Index — (54) 27,000 1/17/47 (500 bp) 4,564   CMBX NA BBB- Index BBB-/P (27) 10,000 5/11/63 300 bp (921)   CMBX NA BBB- Index BBB-/P (291) 29,000 5/11/63 300 bp (2,884)   CMBX NA BBB- Index BBB-/P (128) 32,000 5/11/63 300 bp (2,990)   CMBX NA BBB- Index BBB-/P (550) 33,000 5/11/63 300 bp (3,501)   CMBX NA BBB- Index BBB-/P (289) 36,000 5/11/63 300 bp (3,508)   CMBX NA BBB- Index BBB-/P (644) 59,000 5/11/63 300 bp (5,919)   CMBX NA BBB- Index BBB-/P (1,193) 119,000 5/11/63 300 bp (11,834)   CMBX NA BBB- Index BBB-/P 1,405 123,000 5/11/63 300 bp (9,593)   CMBX NA BBB- Index BBB-/P 255 8,000 1/17/47 300 bp (784)   CMBX NA BBB- Index BBB-/P 3,798 88,000 1/17/47 300 bp (7,635)   CMBX NA BBB- Index BBB-/P 3,542 88,000 1/17/47 300 bp (7,890)   CMBX NA BBB- Index BBB-/P 3,542 88,000 1/17/47 300 bp (7,890)   CMBX NA BBB- Index BBB-/P 3,741 90,000 1/17/47 300 bp (7,951)   CMBX NA BBB- Index BBB-/P 3,563 119,000 1/17/47 300 bp (11,897)   CMBX NA BBB- Index BBB-/P 3,878 128,000 1/17/47 300 bp (12,751)   CMBX NA BBB- Index BBB-/P 24,551 177,000 1/17/47 300 bp 1,556   CMBX NA BBB- Index BBB-/P 57,434 401,000 1/17/47 300 bp 5,337 JPMorgan Securities LLC   CMBX NA BBB- Index — (931) 173,000 5/11/63 (300 bp) 14,538   CMBX NA BBB- Index — (4,079) 170,000 5/11/63 (300 bp) 11,122   CMBX NA BBB- Index — (2,190) 85,000 5/11/63 (300 bp) 5,410   CMBX NA BBB- Index BBB-/P 4,703 85,000 1/17/47 300 bp (6,340)   CMBX NA BBB- Index BBB-/P 8,966 170,000 1/17/47 300 bp (13,120)   CMBX NA BBB- Index BBB-/P 4,523 173,000 1/17/47 300 bp (17,953) Total * Payments related to the referenced debt are made upon a credit default event. ** Upfront premium is based on the difference between the original spread on issue and the market spread on day of execution. *** Ratings are presented for credit default contracts in which the fund has sold protection on the underlying referenced debt. Ratings for an underlying index represent the average of the ratings of all the securities included in that index. The Moody's, Standard & Poor's or Fitch ratings are believed to be the most recent ratings available at January 31, 2016. Securities rated by Putnam are indicated by "/P." Key to holding's abbreviations BKNT Bank Note bp Basis Points EMTN Euro Medium Term Notes FRB Floating Rate Bonds: the rate shown is the current interest rate at the close of the reporting period FRN Floating Rate Notes: the rate shown is the current interest rate or yield at the close of the reporting period GMTN Global Medium Term Notes IFB Inverse Floating Rate Bonds, which are securities that pay interest rates that vary inversely to changes in the market interest rates. As interest rates rise, inverse floaters produce less current income. The rate shown is the current interest rate at the close of the reporting period. IO Interest Only MTN Medium Term Notes PO Principal Only TBA To Be Announced Commitments Notes to the fund's portfolio Unless noted otherwise, the notes to the fund's portfolio are for the close of the fund's reporting period, which ran from November 1, 2015 through January 31, 2016 (the reporting period). Within the following notes to the portfolio, references to "ASC 820" represent Accounting Standards Codification 820 Fair Value Measurements and Disclosures , references to "Putnam Management" represent Putnam Investment Management, LLC, the fund's manager, an indirect wholly-owned subsidiary of Putnam Investments, LLC and references to "OTC", if any, represent over-the-counter. (a) Percentages indicated are based on net assets of $248,259,799. (b) The aggregate identified cost on a tax basis is $257,186,045, resulting in gross unrealized appreciation and depreciation of $1,306,678 and $3,778,877, respectively, or net unrealized depreciation of $2,472,199. (NON) This security is non-income-producing. (AFF) Affiliated company. The rate quoted in the security description is the annualized 7-day yield of the fund at the close of the reporting period. Transactions during the period with Putnam Short Term Investment Fund, which is under common ownership and control, were as follows: Name of affiliate Fair value at the beginning of the reporting period Purchase cost Sale proceeds Investment income Fair value at the end of the reporting period Putnam Short Term Investment Fund* $21,277,630 $99,450,318 $87,690,060 $27,031 $33,037,888 * Management fees charged to Putnam Short Term Investment Fund have been waived by Putnam Management. (SEG) This security, in part or in entirety, was pledged and segregated with the broker to cover margin requirements for futures contracts at the close of the reporting period. (SEGSF) This security, in part or in entirety, was pledged and segregated with the custodian for collateral on certain derivative contracts at the close of the reporting period. (SEGCCS) This security, in part or in entirety, was pledged and segregated with the custodian for collateral on the initial margin on certain centrally cleared derivative contracts at the close of the reporting period. (F) This security is valued by Putnam Management at fair value following procedures approved by the Trustees. Securities may be classified as Level 2 or Level 3 for ASC 820 based on the securities' valuation inputs. (R) Real Estate Investment Trust. At the close of the reporting period, the fund maintained liquid assets totaling $32,134,505 to cover certain derivative contracts and delayed delivery securities. Unless otherwise noted, the rates quoted in Short-term investments security descriptions represent the weighted average yield to maturity. Debt obligations are considered secured unless otherwise indicated. 144A after the name of an issuer represents securities exempt from registration under Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. The dates shown on debt obligations are the original maturity dates. Security valuation: Portfolio securities and other investments are valued using policies and procedures adopted by the Board of Trustees. The Trustees have formed a Pricing Committee to oversee the implementation of these procedures and have delegated responsibility for valuing the fund's assets in accordance with these procedures to Putnam Management. Putnam Management has established an internal Valuation Committee that is responsible for making fair value determinations, evaluating the effectiveness of the pricing policies of the fund and reporting to the Pricing Committee. Market quotations are not considered to be readily available for certain debt obligations and other investments; such investments are valued on the basis of valuations furnished by an independent pricing service approved by the Trustees or dealers selected by Putnam Management. Such services or dealers determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and various relationships, generally recognized by institutional traders, between securities (which consider such factors as security prices, yields, maturities and ratings). These securities will generally be categorized as Level 2. Securities quoted in foreign currencies, if any, are translated into U.S. dollars at the current exchange rate. Short-term securities with remaining maturities of 60 days or less may be valued at amortized cost, which approximates fair value, and are classified as Level 2 securities. Investments in open-end investment companies (excluding exchange-traded funds), if any, which can be classified as Level 1 or Level 2 securities, are valued based on their net asset value. The net asset value of such investment companies equals the total value of their assets less their liabilities and divided by the number of their outstanding shares. To the extent a pricing service or dealer is unable to value a security or provides a valuation that Putnam Management does not believe accurately reflects the security's fair value, the security will be valued at fair value by Putnam Management in accordance with policies and procedures approved by the Trustees. Certain investments, including certain restricted and illiquid securities and derivatives, are also valued at fair value following procedures approved by the Trustees. These valuations consider such factors as significant market or specific security events such as interest rate or credit quality changes, various relationships with other securities, discount rates, U.S. Treasury, U.S. swap and credit yields, index levels, convexity exposures, recovery rates, sales and other multiples and resale restrictions. These securities are classified as Level 2 or as Level 3 depending on the priority of the significant inputs. To assess the continuing appropriateness of fair valuations, the Valuation Committee reviews and affirms the reasonableness of such valuations on a regular basis after considering all relevant information that is reasonably available. Such valuations and procedures are reviewed periodically by the Trustees. Certain securities may be valued on the basis of a price provided by a single source. The fair value of securities is generally determined as the amount that the fund could reasonably expect to realize from an orderly disposition of such securities over a reasonable period of time. By its nature, a fair value price is a good faith estimate of the value of a security in a current sale and does not reflect an actual market price, which may be different by a material amount. Stripped securities: The fund may invest in stripped securities which represent a participation in securities that may be structured in classes with rights to receive different portions of the interest and principal. Interest-only securities receive all of the interest and principal-only securities receive all of the principal. If the interest-only securities experience greater than anticipated prepayments of principal, the fund may fail to recoup fully its initial investment in these securities. Conversely, principal-only securities increase in value if prepayments are greater than anticipated and decline if prepayments are slower than anticipated. The fair value of these securities is highly sensitive to changes in interest rates. Options contracts: The fund used options contracts to hedge duration and convexity, to isolate prepayment risk, and to manage downside risks. The potential risk to the fund is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments if there is an illiquid secondary market for the contracts, if interest or exchange rates move unexpectedly or if the counterparty to the contract is unable to perform. Realized gains and losses on purchased options are included in realized gains and losses on investment securities. If a written call option is exercised, the premium originally received is recorded as an addition to sales proceeds. If a written put option is exercised, the premium originally received is recorded as a reduction to the cost of investments. Exchange-traded options are valued at the last sale price or, if no sales are reported, the last bid price for purchased options and the last ask price for written options. OTC traded options are valued using prices supplied by dealers. Options on swaps are similar to options on securities except that the premium paid or received is to buy or grant the right to enter into a previously agreed upon interest rate or credit default contract. Forward premium swap options contracts include premiums that have extended settlement dates. The delayed settlement of the premiums is factored into the daily valuation of the option contracts. In the case of interest rate cap and floor contracts, in return for a premium, ongoing payments between two parties are based on interest rates exceeding a specified rate, in the case of a cap contract, or falling below a specified rate in the case of a floor contract. For the fund's average contract amount on options contracts, see the appropriate table at the end of these footnotes. Futures contracts: The fund used futures contracts for hedging treasury term structure risk and for yield curve positioning. The potential risk to the fund is that the change in value of futures contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market for the contracts, if interest or exchange rates move unexpectedly or if the counterparty to the contract is unable to perform. With futures, there is minimal counterparty credit risk to the fund since futures are exchange traded and the exchange's clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. When the contract is closed, the fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade. The fund and the broker agree to exchange an amount of cash equal to the daily fluctuation in the value of the futures contract. Such receipts or payments are known as "variation margin". For the fund's average number of futures contracts, see the appropriate table at the end of these footnotes. Interest rate swap contracts: The fund entered into OTC and/or centrally cleared interest rate swap contracts, which are arrangements between two parties to exchange cash flows based on a notional principal amount, for hedging term structure risk and for yield curve positioning. An OTC and centrally cleared interest rate swap can be purchased or sold with an upfront premium. For OTC interest rate swap contracts, an upfront payment received by the fund is recorded as a liability on the fund's books. An upfront payment made by the fund is recorded as an asset on the fund's books. OTC and centrally cleared interest rate swap contracts are marked to market daily based upon quotations from an independent pricing service or market makers. Any change is recorded as an unrealized gain or loss on OTC interest rate swaps. Daily fluctuations in the value of centrally cleared interest rate swaps are settled through a central clearing agent and are recorded as unrealized gain or loss. Payments, including upfront premiums, received or made are recorded as realized gains or losses at the reset date or the closing of the contract. Certain OTC and centrally cleared interest rate swap contracts may include extended effective dates. Payments related to these swap contracts are accrued based on the terms of the contract. The fund could be exposed to credit or market risk due to unfavorable changes in the fluctuation of interest rates or if the counterparty defaults, in the case of OTC interest rate contracts, or the central clearing agency or a clearing member defaults, in the case of centrally cleared interest rate swap contracts, on its respective obligation to perform under the contract. The fund's maximum risk of loss from counterparty risk or central clearing risk is the fair value of the contract. This risk may be mitigated for OTC interest rate swap contracts by having a master netting arrangement between the fund and the counterparty and for centrally cleared interest rate swap contracts through the daily exchange of variation margin. There is minimal counterparty risk with respect to centrally cleared interest rate swap contracts due to the clearinghouse guarantee fund and other resources that are available in the event of a clearing member default. For the fund's average notional amount on interest rate swap contracts, see the appropriate table at the end of these footnotes. Credit default contracts: The fund entered into OTC and/or centrally cleared credit default contracts to hedge credit risk, for gaining liquid exposure to individual names, to hedge market risk, and for gaining exposure to specific sectors. In OTC and centrally cleared credit default contracts, the protection buyer typically makes a periodic stream of payments to a counterparty, the protection seller, in exchange for the right to receive a contingent payment upon the occurrence of a credit event on the reference obligation or all other equally ranked obligations of the reference entity. Credit events are contract specific but may include bankruptcy, failure to pay, restructuring and obligation acceleration. For OTC credit default contracts, an upfront payment received by the fund is recorded as a liability on the fund's books. An upfront payment made by the fund is recorded as an asset on the fund's books. Centrally cleared credit default contracts provide the same rights to the protection buyer and seller except the payments between parties, including upfront premiums, are settled through a central clearing agent through variation margin payments. Upfront and periodic payments received or paid by the fund for OTC and centrally cleared credit default contracts are recorded as realized gains or losses at the reset date or close of the contract. The OTC and centrally cleared credit default contracts are marked to market daily based upon quotations from an independent pricing service or market makers. Any change in value of OTC credit default contracts is recorded as an unrealized gain or loss. Daily fluctuations in the value of centrally cleared credit default contracts are recorded as unrealized gain or loss. Upon the occurrence of a credit event, the difference between the par value and fair value of the reference obligation, net of any proportional amount of the upfront payment, is recorded as a realized gain or loss. In addition to bearing the risk that the credit event will occur, the fund could be exposed to market risk due to unfavorable changes in interest rates or in the price of the underlying security or index or the possibility that the fund may be unable to close out its position at the same time or at the same price as if it had purchased the underlying reference obligations. In certain circumstances, the fund may enter into offsetting OTC and centrally cleared credit default contracts which would mitigate its risk of loss. The fund's maximum risk of loss from counterparty risk, either as the protection seller or as the protection buyer, is the fair value of the contract. This risk may be mitigated for OTC credit default contracts by having a master netting arrangement between the fund and the counterparty and for centrally cleared credit default contracts through the daily exchange of variation margin. Counterparty risk is further mitigated with respect to centrally cleared credit default swap contracts due to the clearinghouse guarantee fund and other resources that are available in the event of a clearing member default. Where the fund is a seller of protection, the maximum potential amount of future payments the fund may be required to make is equal to the notional amount. For the fund's average notional amount on credit default contracts, see the appropriate table at the end of these footnotes. TBA commitments: The fund may enter into TBA (to be announced) commitments to purchase securities for a fixed unit price at a future date beyond customary settlement time. Although the unit price and par amount have been established, the actual securities have not been specified. However, it is anticipated that the amount of the commitments will not significantly differ from the principal amount. The fund holds, and maintains until settlement date, cash or high-grade debt obligations in an amount sufficient to meet the purchase price, or the fund may enter into offsetting contracts for the forward sale of other securities it owns. Income on the securities will not be earned until settlement date. The fund may also enter into TBA sale commitments to hedge its portfolio positions to sell mortgage-backed securities it owns under delayed delivery arrangements or to take a short position in mortgage-backed securities. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, either equivalent deliverable securities, or an offsetting TBA purchase commitment deliverable on or before the sale commitment date, are held as "cover" for the transaction, or other liquid assets in an amount equal to the notional value of the TBA sale commitment are segregated. If the TBA sale commitment is closed through the acquisition of an offsetting TBA purchase commitment, the fund realizes a gain or loss. If the fund delivers securities under the commitment, the fund realizes a gain or a loss from the sale of the securities based upon the unit price established at the date the commitment was entered into. TBA commitments, which are accounted for as purchase and sale transactions, may be considered securities themselves, and involve a risk of loss due to changes in the value of the security prior to the settlement date as well as the risk that the counterparty to the transaction will not perform its obligations. Counterparty risk is mitigated by having a master agreement between the fund and the counterparty. Unsettled TBA commitments are valued at their fair value according to the procedures described under "Security valuation" above. The contract is marked to market daily and the change in fair value is recorded by the fund as an unrealized gain or loss. Based on market circumstances, Putnam Management will determine whether to take delivery of the underlying securities or to dispose of the TBA commitments prior to settlement. Master agreements: The fund is a party to ISDA (International Swaps and Derivatives Association, Inc.) Master Agreements that govern OTC derivative and foreign exchange contracts and Master Securities Forward Transaction Agreements that govern transactions involving mortgage-backed and other asset-backed securities that may result in delayed delivery (Master Agreements) with certain counterparties entered into from time to time. The Master Agreements may contain provisions regarding, among other things, the parties' general obligations, representations, agreements, collateral requirements, events of default and early termination. With respect to certain counterparties, in accordance with the terms of the Master Agreements, collateral posted to the fund is held in a segregated account by the fund's custodian and, with respect to those amounts which can be sold or repledged, are presented in the fund's portfolio. Collateral pledged by the fund is segregated by the fund's custodian and identified in the fund's portfolio. Collateral can be in the form of cash or debt securities issued by the U.S. Government or related agencies or other securities as agreed to by the fund and the applicable counterparty. Collateral requirements are determined based on the fund's net position with each counterparty. With respect to ISDA Master Agreements, termination events applicable to the fund may occur upon a decline in the fund's net assets below a specified threshold over a certain period of time. Termination events applicable to counterparties may occur upon a decline in the counterparty's long-term or short-term credit ratings below a specified level. In each case, upon occurrence, the other party may elect to terminate early and cause settlement of all derivative and foreign exchange contracts outstanding, including the payment of any losses and costs resulting from such early termination, as reasonably determined by the terminating party. Any decision by one or more of the fund's counterparties to elect early termination could impact the fund's future derivative activity. At the close of the reporting period, the fund had a net liability position of $2,790,077 on open derivative contracts subject to the Master Agreements. Collateral posted by the fund at period end for these agreements totaled $2,335,058 and may include amounts related to unsettled agreements. ASC 820 establishes a three-level hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of the fund's investments. The three levels are defined as follows: Level 1: Valuations based on quoted prices for identical securities in active markets. Level 2: Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3: Valuations based on inputs that are unobservable and significant to the fair value measurement. The following is a summary of the inputs used to value the fund's net assets as of the close of the reporting period: Valuation inputs Investments in securities: Level 1 Level 2 Level 3 Asset-backed securities $— $— $15,410,000 Corporate bonds and notes — 77,630,942 — Foreign government and agency bonds and notes — 4,634,311 — Mortgage-backed securities — 68,825,903 2,306,556 Purchased options outstanding — 38,298 — Purchased swap options outstanding — 280,601 — U.S. government and agency mortgage obligations — 11,508,802 — U.S. treasury obligations — 59,783 — Short-term investments 33,037,888 40,980,762 — Totals by level Valuation inputs Other financial instruments: Level 1 Level 2 Level 3 Futures contracts $(95,951) $— $— Written options outstanding — (31,562) — Written swap options outstanding — (2,218,222) — Forward premium swap option contracts — (29,141) — TBA sale commitments — (5,102,735) — Interest rate swap contracts — (1,684,470) — Credit default contracts — (830,051) — Totals by level $— During the reporting period, transfers between Level 1 and Level 2 within the fair value hierarchy, if any, did not represent, in the aggregate, more than 1% of the fund's net assets measured as of the end of the period. Transfers are accounted for using the end of period pricing valuation method. The following is a reconciliation of Level 3 assets as of the close of the reporting period: Investments in securities: Balance as of October 31, 2015 Accrued discounts/premiums Realizedgain/(loss) Change in net unrealized appreciation/(depreciation)# Cost of purchases Proceedsfrom sales Totaltransfers intoLevel 3† Totaltransfersout ofLevel 3† Balance as of January 31, 2016 Asset-backed securities —

Exhibit 10.1 EMPLOYEE SEVERANCE POLICY I. PURPOSE This Employee Severance Policy (the “Policy”) is established to be effective as of July 1, 2011 (the “Effective Date”) to provide benefits to certain employees of Pro-Dex, Inc. (the “Company”), upon termination of employment from the Company. The Policy has been adopted by the Board of Directors of the Company and shall remain in force and effect until amended or rescinded by action of the Board of Directors. II. EXCLUSIVITY OF POLICY The Policy sets forth the Company’s sole policy regarding severance pay for Eligible Employees. Except to the extent a contrary or inconsistent contractual provision exists in (i) any provision in an unexpired written employment agreement between the Company and an Eligible Employee, which agreement also was in effect as of the Effective Date (an “Existing Agreement”), in which case the provisions of the Existing Agreement will control, or (ii) a written Change of Control Agreement between the Company and certain executive employees, in which case the Change of Control Agreement will govern any terminations covered by it, all other statements, policies and agreements relating to severance pay for an Eligible Employee, whether oral or in writing, and, including without limitation, any statement in any employee handbooks or other policy statements of the Company, shall have no force or effect. Nothing set forth herein shall have any effect on any employee’s at-will employment status. III. ELIGIBILITY (1) To be eligible for the benefits set forth herein, an employee must be an active full-time employee who, at the time of employment separation, satisfies all of the following requirements, and is not otherwise excluded by any other provision of this Section III: (a) Employee is not covered by a collective bargaining agreement (unless it expressly provides for coverage under the Policy); (b) Employee does not receive payment under the Company’s Change of Control Policy, if any, in effect at such time; and (c) Employee is (i) permanently laid off, (ii) voluntarily terminates employment on account of a qualifying (A) change in work location or (B) if the Employee is a party and subject to the Company’s Change of Control Policy, any of the matters set forth in Sections 1.4(b)(i),(ii) and (iii) therein, or (iii) is involuntarily terminated under the Company’s at-will employment policy, including terminations for inadequate or unsatisfactory performance other than Disqualifying Conduct as defined herein. (1) An employee will be considered “laid off” if his or her services as an employee of the Company are terminated because of a reduction in the work force for economic reasons such as lack of work, elimination of the employee’s job classification or changes in the Company’s organization. A lay off will be deemed “permanent” only if, at the time of termination of employment, the Company does not expect to rehire the employee, as determined by the Company in its sole discretion. (2) A qualifying change in work location is an employer-required permanent change in the employee’s primary work location, but only if the change both (i) increases the employee’s commuting distance, and (ii) requires a one-way commute of more than 30 miles, determined based on the employee’s place of residence when the change in work location was announced. An employee will not be deemed to have terminated employment on account of a qualifying change in work location if the employee voluntarily resigns before the effective date of the change in location. (3) A termination for Disqualifying Conduct is one in which the Company separates the employment relationship due to an employee’s serious misconduct, as determined by the Company in its sole discretion. Such serious misconduct includes the following types of behavior and other comparable misconduct: illegal conduct or a credible allegation thereof that (i) relates to job duties or job performance or (ii) reasonably could result in material injury or damage to the Company (including its reputation); gross misconduct such as dishonesty, fighting, misappropriation or misuse of Company assets; repeated violation of Company work rules or rules of conduct; and willful or grossly negligent violation of Company work rules or rules of conduct in situations that reasonably could result in material injury or damage to the Company. A termination for inadequate or unsatisfactory performance (not accompanied by serious misconduct as described above) does not constitute a termination for Disqualifying Conduct. (2) An employee will not be eligible for benefits under the Policy if, within 30 days following termination of employment with the Company, the employee commences employment with any successor, acquirer or affiliate of the Company in a position which is comparable to or better than the position the employee held with the Company prior to termination of employment. Similarly, an employee whose employment is deemed terminated by the Company as the result of an acquisition of the Company but who has been offered substantially comparable employment with a successor, acquirer or affiliate of the Company will not be eligible for benefits under this Policy. Whether an employer is a successor, acquirer or affiliate of the Company and whether a position is comparable to or better than another position shall be determined by the Company in its sole discretion. (3) Benefits under the Policy are payable only under the conditions set forth in this Section III. Any termination for Disqualifying Conduct is expressly excluded from benefits hereunder. Benefits are not payable under the Policy if an employee separates from the Company voluntarily for any reason, including retirement, but not including voluntarily   -2- resignation of employment on account of a qualifying (A) change in work location or (B) if the Employee is a party and subject to the Company’s Change of Control Policy, any of the matters set forth in Sections 1.4(b)(i),(ii) and (iii) therein. Benefits also are not payable under the Policy on account of a separation of employment that occurs (i) due to death, (ii) due to an employee’s failure to return to work at the expiration of an approved or legally-mandated leave of absence, or (iii) after an employee has begun receiving disability benefits under the Company’s long term disability insurance coverage or disability benefits pursuant to a workers’ compensation claim. (4) An employee who meets all of the requirements of this Section III and does not come within one of the exclusions from benefits is referred to throughout this Policy as an “Eligible Employee.” IV. BENEFITS Each Eligible Employee shall receive severance benefits under the Policy determined on the basis of: (i) the number of complete years of active employment of the Eligible Employee by the Company or an affiliate of the Company, measured from the Eligible Employee’s most recent hire date after subtracting any breaks in service, other than statutorily-mandated temporary leaves of absence, and (ii) the position held by the Eligible Employee on his or her last day of active work; subject, however, to (iii) the Eligible Employee’s execution (and, if applicable, non-revocation) of a release of claims against the Company in form and content satisfactory to the Company and its legal counsel. In the event Employee and the Company have entered into an Indemnification Agreement with each other, Employee shall not be required to release any rights afforded to Employee under such Indemnification Agreement, or any provisions concerning indemnification under the Company’s Bylaws or Articles of Incorporation, and the Company shall continue to indemnify Employee under any such Agreement and/or provisions which may be applicable to Employee. (1) Schedule A, attached hereto, sets forth the total number of weeks of separation plus severance pay to be received by the Eligible Employee based on the criteria specified in sub-section (1) above. Each Eligible Employee shall receive a two weeks’ of Base Pay as a separation payment in accordance with sub-section (1), subject to required withholding, to be paid unconditionally to the Eligible Employee on his or her last day of employment, provided such Eligible Employee meets all of the requirements of sub-section (1) (“Separation Pay”). After deducting this two weeks from the amount shown in Schedule A for the applicable Eligible Employee, the remaining number of weeks (“Severance Weeks”) shall be multiplied by the Eligible Employee’s base salary or regular rate of pay on his or her last day of active work to determine the amount of severance pay the Eligible Employee is entitled to. Such base salary or rate of pay (“Base Pay) shall not include overtime, bonuses, commissions, premium pay, employee benefits and expense reimbursement or other similar pay. It shall include base pay not received because of elections under Internal Revenue Code Sections 125 and 401(k). In addition, in the event, the Employee is subject to the Company’s Annual Incentive Plan and/or Long Term Incentive Plan (not the Company’s general bonus plan), the Employee shall be entitled to receive bonus or compensation award payment, if any, in accordance with the terms of such Annual Incentive Plan and Long Term Incentive Plan, as the case may be. Severance pay meeting all of the requirements of this Section IV is referred to throughout this Policy as the   -3- “Severance” owed to the Eligible Employee, provided such Eligible Employee meets all of the requirements of both sub-sections (1) and (2). V. METHOD OF PAYMENT AND REPAYMENT (1) The Severance will be paid in a lump sum (subject to required withholding) within five business days after the effective date (including the expiration of any applicable revocation periods) of the release of claims by an Eligible Employee. (2) An employee who has received the Severance and is recalled to work may, as a condition of reinstatement, be required to repay a portion of the Severance received by the Eligible Employee. If the number of weeks paid for Severance exceeds the number of weeks the Eligible Employee was actually laid off, the Eligible Employee must repay the excess Severance within 30 days of re-employment in order to be eligible for severance benefits in the event of a future layoff or other qualifying termination of employment. VI. RELEASE OF ALL CLAIMS In order to receive the Severance, an Eligible Employee in Category 1-5 set forth on Schedule A attached hereto must sign a release (“Release”) of all claims the Eligible Employee had, has or may have against the Company, in form and content satisfactory to the Company and its legal counsel and within the time period required by the Company for such signature. If a revocation period is applicable to the Release, the revocation period must expire without revocation having occurred before the Severance shall become payable. Eligible Employees who choose not to sign the Release (or, if applicable, sign the Release but revoke it) shall receive only the two weeks of unconditional Separation Pay. In the event Employee and the Company are have entered into an release any rights afforded to Employee under such Indemnification Agreement or of Incorporation and the Company shall continue to indemnify Employee under such Indemnification Agreement and provisions.   -4- Schedule A Separation Plus Severance Table (Note: These amounts include the two weeks of Separation Pay. The Severance Weeks equal the amounts in the Schedule A minus two.   Years of Service          Employee Category More than    but less than or equal to          1    2    3    4    5             All Other    Managers    Directors    VPs    CEO                                       Number of Weeks of Severance Pay 0.5    1      25 %      2.0    3.3    4.5    7.5    13.0 1    2      40 %      3.2    5.2    7.2    12.0    20.8 2    3      55 %      4.4    7.2    9.9    16.5    28.6 3    4      70 %      5.6    9.1    12.6    21.0    36.4 4    5      85 %      6.8    11.1    15.3    25.5    44.2 5           100 %      8.0    13.0    18.0    30.0    52.0

EMPLOYMENT AGREEMENT herein as the “Company”) and Steven H. Holliday (the “Employee”), a resident of Credit Officer of the Bank and the Corporation. The Employee shall render such this Agreement a base salary at the rate of $218,000.00 per annum, payable in Benefits. Benefits.” time to time. Covenants. with the Company. Service. Company’s premises. assistants, etc. circumstances: Employee is: because of: Service; and reimbursement. Section 1; the Employee. benefits. than $170,000; Change in Control. the benefit payment. time. Employee in writing: of the Company; Section 1; the Employee. regulations promulgated thereunder. by the Employee. Successors and Assigns. Steven H. Holliday 7261 Augusta Court     One First Financial Plaza P.O. Box 540     Krieg DeVault LLP Indianapolis, Indiana 46204     First Financial Corporation One First Financial Plaza P.O. Box 540   Krieg DeVault LLP Indianapolis, Indiana 46204 December, 2015. Executive Officer _______________________________     ATTEST    FIRST FINANCIAL CORPORATION Executive Officer ______________________________ EMPLOYEE Steven H. Holliday 1

Name: Commission Regulation (EEC) No 1783/88 of 24 June 1988 fixing the premiums to be added to the import levies on rice and broken rice Type: Regulation Date Published: nan 25. 6 . 88 Official Journal of the European Communities No L 158/7 COMMISSION REGULATION (EEC) No 1783/88 of 24 June 1988 fixing the premiums to be added to the import levies on rice and broken rice HAS ADOPTED THIS REGULATION : Article 1 1 . The premiums to be added to the import levies fixed in advance in respect of rice and broken rice originating in Portugal shall be zero. 2. The premiums to be added to the import levies fixed in advance in respect of rice and broken rice originating in third countries shall be as set out in the Annex hereto. THE COMMISSION OF THE EUROPEAN COMMUNITIES, Having regard to the Treaty establishing the European Economic Community, Having regard to the Act of Accession of Spain and Portugal, Having regard to Council Regulation (EEC) No 1418/76 of 21 June 1976 on the common organization of the market in rice ('), as last amended by Regulation (EEC) No 3990/87 (2), and in particular Article 1 3 (6) thereof, Whereas the premiums to be added to the levies on rice and broken rice were fixed by Commission Regulation (EEC) No 2604/87 (3), as last amended by Regulation (EEC) No 1712/88 (4) ; Whereas, on the basis of today's cif prices and cif forward delivery prices, the premiums at present in force, which are to be added to the levies, should be altered to the amounts shown in the Annex hereto, Article 2 This Regulation shall enter into force on 27 June 1988 . This Regulation shall be binding in its entirety and directly applicable in all Member States . Done at Brussels, 24 June 1988 . For the Commission Frans ANDRIESSEN Vice-President (') OJ No L 166, 25. 6 . 1976, p. 1 . 0 OJ No L 377, 31 . 12 . 1987, p. 15 . (3) OJ No L 245, 29 . 8 . 1987, p. 39 . 0 OJ No L 152, 18 . 6 . 1988 , p. 19 . No L 158/8 Official Journal of the European Communities 25. 6 . 88 ANNEX to the Commission Regulation of 24 June 1988 fixing the premiums to be added to the import levies on rice and broken rice (ECU/ tonne) CN Code Current 6 1st period 7 2nd period 8 3rd period 9 1006 10 91 0 0 0 ” 1006 10 99 0 0 0 ” 1006 20 10 0 0 0 ” 1006 20 90 0 0 0 ” 1006 30 11 0 0 0 ” 1006 30 19 0 0 0 ” 1006 30 91 0 0 0 ” 1006 30 99 0 0 0 ” 1006 40 00 0 0 0 0

Exhibit 10.3 This Agreement is made and entered into as of the 21st day of September, 2014 (the “Effective Date”) by and among Viasystems Group, Inc. (“Corporation”), Viasystems, Inc. (“Viasystems”) and Viasystems Technologies Corp. LLC (“Technologies” and, together with Corporation and Viasystems, “Employer”), and Timothy L. Conlon (“Employee”). WITNESSETH: WHEREAS, Employee is an executive of Employer who is expected to make major contributions to the profitability, growth and financial strength of Employer; WHEREAS, Employer recognizes that the possibility of a Change in Control (as defined below) exists; WHEREAS, Employer desires to assure itself of both present and future continuity of management and desires to establish certain minimum severance benefits for certain of its executives, including Employee, applicable in the event of a Change in Control; WHEREAS, Employer wishes to ensure that its executives are not distracted from discharging their duties in respect of a proposed or actual transaction involving a Change in Control; WHEREAS, Employer desires to provide additional inducement for Employee to remain in the employ of Employer; and WHEREAS, Employer and Employee entered into an Employment Agreement as of October 16, 1998, which was amended and restated on each of February 16, 2000 and January 31, 2003, and desire to further amend and restate the terms of such Agreement as set forth herein, provided, however, that the letter agreement dated December 3, 2013 shall remain in effect subject to Section 20 hereof. NOW, THEREFORE, Employee and Employer, in consideration of the agreements, covenants and conditions herein contained, hereby agree as follows: initial capital letters: “Cause” shall mean (a) Employee’s conviction of, or plea of nolo centendere (or other similar plea) to, a felony or a crime involving moral turpitude; (b) Employee’s personal dishonesty, incompetence, willful misconduct, willful or similar offenses) or breach of fiduciary duty which involves personal profit; (c) Employee’s commission of material mismanagement in the conduct of Employee’s duties as assigned to him; (d) Employee’s willful failure to execute or comply with the policies of the Employer; or (e) the illegal use of drugs on the part of Employee.   of 1934, as amended from time to time, or any successor thereto), directly or indirectly, of securities of Corporation representing 50% or more of the     (b) the individuals who constitute the Board of Directors of Corporation as of the Effective Date cease for any reason, including without limitation, as a constitute at least a majority of the Board of Directors of Corporation; provided that, any person who becomes a director of Corporation subsequent to the Effective Date shall be considered a director of Corporation as of the Effective Date if such person’s election or nomination for election was approved Board of Directors of Corporation is in connection with an actual or threatened of Corporation or other actual or threatened solicitation of proxies or consents Securities Exchange Act of 1934) other than the Board of Directors of Corporation, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered a director of Corporation as of the Effective Date;     (c) the consummation of any merger, reorganization, consolidation or sale or other disposition of substantially all the assets of Corporation, unless, following such transaction, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of Corporation immediately prior to such Business transaction beneficially own, transaction (including, without limitation, a company which, as a result of such transaction, owns Corporation or all or substantially all of the Corporation’s the outstanding voting securities of Corporation;     (d) the stockholders of Corporation approve any plan or proposal for the complete liquidation or dissolution of Corporation;     (e) the stockholders of Corporation approve the sale or other disposition of all or substantially all of the assets of Corporation and such transaction is consummated; or   (f) the stockholders of Corporation approve a going private transaction which will result in the securities of Corporation no longer being publicly traded and such transaction is consummated. “Good Reason” shall mean the initial occurrence, without the Employee’s consent,     (a) a material diminution in his salary;     (b) a material diminution in his authority, duties or responsibilities;     (c) a material change in the geographic location at which he must perform services;     (d) a material reduction in his bonus opportunity; and   Employer of this Agreement or any other employment agreement under which the Employee provides services;     (a) the Employee has provided notice to the Employer of the existence of one or more of the conditions listed in (a) through (e) above within 90 days after the initial occurrence of such condition or conditions; and     (b) such condition or conditions have not been cured by the Employer within 30 “Protection Period” shall mean the period of time commencing on the date of the (i) the second anniversary of the occurrence of the Change in Control, or “Total Disability” shall be deemed to have occurred if Employee shall have been unable to perform the Employee’s duties of Employment due to mental or physical incapacity for a period of six (6) consecutive months or for any one hundred (100) working days out of a twelve (12) consecutive month period. 2. Basic Employment Provisions. (a) Employment and Term. Employer hereby agrees to employ Employee (hereinafter referred to as the “Employment”) as the President and Chief Operating Officer of the Corporation (the “Position”), and Employee agrees to be employed by Employer in such Position until terminated pursuant to Sections 4 or 5 (the “Employment Term”). (b) Duties. Employee in the Position shall be subject to the direction and supervision of the Chief Executive Officer of the Corporation or his designee (the “CEO”) and shall have those duties and responsibilities which are assigned to Employee during the Employment Period by the CEO consistent with the Position, provided that the CEO shall not assign any greater duties or responsibilities to the Employee than are necessary to the Employee’s faithful and adequate supervision of the operations of the Corporation and its subsidiaries, both direct and indirect. The parties expressly acknowledge that the Employee shall only be required to devote such business time and attention to the transaction of the Employer’s business as is reasonably necessary to discharge Employee’s responsibilities hereunder and that, subject to Employee’s faithful and adequate discharge thereof, the Employee shall be free to participate in other endeavors. Employee agrees to perform faithfully the duties assigned to Employee to the best of Employee’s ability. 3. Compensation. (a) Salary. Employer shall pay to Employee during the Employment Period a salary as basic compensation for the services to be rendered by Employee hereunder. The initial amount of such salary shall be Five Hundred and Fifty Thousand Dollars ($550,000) per annum. Such salary shall be reviewed by the CEO and may be increased in the CEO’s sole discretion but may not be reduced. Such salary shall accrue and be payable in accordance with the payroll practices of Employer in (b) Bonus. During the Employment Period, Employee shall be eligible to receive an annual bonus (payable by the Employer) in an amount in accordance with the Senior Executive Incentive Compensation Plan or any new plan adopted by Employer applicable to other senior executives. (c) Benefits. During the Employment Period, Employee shall be entitled to such other benefits as are customarily accorded the executives of Employer, including without limitation, group life, hospitalization and other insurance, vacation pay, and reimbursement for the cost of state and federal income tax preparation by the Employer’s consulting tax accountant. In addition, Employer shall provide an annual executive physical to Employee at Employer’s expense. (d) Medical Benefits. During the lifetime of Employee and/or Employee’s surviving spouse, in the event the Employment Period has terminated for any reason, Employer shall provide health coverage at least equal to and on the same terms as the health coverage granted to other executives of Employer at no cost to Employee or to Employee’s surviving spouse. Employee shall be enrolled in the Executive Medical Supplement Plan, so long as other executives are enrolled in such plan. Provided, however, that no medical benefits shall be provided pursuant to this Section 3(d) during any period in which Employee is eligible to receive medical benefits from any person or entity (other than Employer or its affiliates) engaged in the EMS or printed circuit board business and situated within the United States of America. Provided further, however, that no medical benefits shall be provided pursuant to this Section 3(d) if Employee is employed for a period of 10 or more years after termination of this Agreement as an Executive Vice President or in a more senior position with any person or entity (other than Employer or its affiliates) engaged in the EMS or printed circuit board business and situated within the United States of America. Employee will be required to pay the full cost of the health coverage in the applicable heath care plans on an after-tax basis. On the first day of the month following each calendar quarter (i.e. April 1, July 1, October 1, and January 1) for which the Employee and/or Employee’s spouse receives health coverage, Employer shall make a payment to Employee and/or Employee’s spouse equal to the sum of: (i) the amount paid by the Employee and/or Employee’s spouse for such continuation coverage in the prior calendar quarter and (ii) an amount sufficient to cover the effect of federal, state and local income taxes that may apply on the payments described in the immediately preceding clause (i), taking into account the highest marginal tax rate in effect at the time of such payment. (e) Club Dues. During the Employment Period, Employer will reimburse Employee for the cost of joining and remaining a member of a country club reasonably acceptable to Employer, excluding personal charges at such country club, and for the dues and fees for the Saint Louis Club, including an amount sufficient to cover the effect of federal, state and local income taxes incurred on such reimbursements, taking into account the highest marginal tax rate in effect at the time of such reimbursements. 4. Termination During Protection Period Following a Change in Control. (a) Termination Without Cause. In the event of the occurrence of a Change in Control, if the Employment of Employee under this Agreement is terminated by Employer without Cause during the Protection Period, the Employee shall be entitled to receive from the Employer: (i) Employee’s salary hereunder (based on the greatest of (1) the Employee’s base salary in effect on the Effective Date, (2) the Employee’s base salary in effect immediately prior to the date of the Change in Control, and (3) the Employee’s base salary in effect at the time of termination), for a period of 24 months following the Employee’s termination of Employment, such amount to be paid in accordance with the payroll practices of the Employer, (ii) continuation of the benefits to which Employee would otherwise be entitled pursuant to Section 3(c) during the 18-month period following the Employee’s termination of Employment, and (iii) reimbursement for expenses incurred by Employee to own and maintain an automobile as contemplated by Section 6 below during the 18-month period following the Employee’s termination of Employment. (b) Termination for Good Reason. In the event of the occurrence of a Change in Control, if Employee voluntarily terminates Employment with Employer for Good Reason during the Protection Period, Employee shall be entitled to the payments and benefits described in Section 4(a). (c) Death or Total Disability. In the event of the occurrence of a Change in Control, if Employee’s Employment terminates with Employer during the Protection Period as a result of the death or Total Disability of Employee, Employee shall be entitled to the payments and benefits described in Section 4(a). (d) Termination for Cause or Voluntary Termination Other Than for Good Reason by Employee. If the Employment of Employee under this Agreement is terminated for Cause or if Employee voluntarily terminates his Employment other than for Good Reason, in either case, during the Protection Period, no further compensation or benefits shall be paid to Employee after the date of termination but Employee and Employee’s surviving spouse shall be entitled to the medical benefits 5. Other Terminations. (a) Termination for Cause or Voluntary Termination by Employee. If the Employment of Employee under this Agreement is terminated for Cause or if Employee voluntarily terminates his Employment (including for Good Reason), in either case, other than during the Protection Period, no further compensation shall be paid to Employee after the date of termination but Employee and Employee’s surviving spouse shall be entitled to medical benefits provided in (b) Termination Without Cause/Death or Disability. If the Employment of Employee under this Agreement is terminated other than during the Protection Period as a result of the death or Total Disability of Employee or by Employer without Cause, the Employee shall be entitled to receive from the Employer: (i) Employee’s then current salary hereunder (which shall not be less than the Employee’s base salary in effect on the Effective Date), for a period of 18 months following the Employee’s termination of Employment, such amount to be paid in accordance with the payroll practices of Employer, (ii) continuation of the benefits to which Employee would otherwise be entitled pursuant to Section 3(c) during the 18-month period following the Employee’s termination of Employment, and (iii) reimbursement for expenses incurred by Employee to own and maintain an automobile as contemplated by Section 6 below during the 18-month period following the Employee’s termination of Employment. 6. Expense Reimbursement. Upon submission of properly documented expense account reports, Employer shall reimburse Employee for all reasonable travel and Employer. Employer shall pay Employee an auto allowance in an amount sufficient so that, after the effect of federal and state income taxes, Employee shall net One Thousand Dollars ($1,000.00) per month. 7. Assignment. This Agreement and all of the provisions hereof shall be binding parties hereto except that this Agreement and all of the provisions hereof may be assigned by Employer to any successor to all or substantially all of their and employees of the Employer, in any manner whatsoever, any Confidential through the Employment about Employer, or its respective businesses, products and practices which information is not generally known in the business in which Employer is or may be engaged. However, Confidential Information shall not include under any circumstances any information with respect to the foregoing matters which is (i) available to the public from a source other than Employee, (ii) released in writing by Employer to the public or to persons who are not under a similar obligation of confidentiality to Employer and who are not parties to this Agreement, (iii) obtained by Employee from a third party not under a similar obligation of confidentiality to Employer, (iv) required to be disclosed by any court process or any government or agency or department of any government, or (v) the subject of a written waiver executed by either Employer for the benefit of Employee. surrender to Employer all recorded Confidential Information whether in hard copy or electronically stored, including without limitation, all lists, charts, schedules, reports, financial statements, books and records of the Employer, and all copies thereof, and all other property belonging to the Employer but Employee shall be accorded reasonable access to such Confidential Information subsequent to the Employment Period for any proper purpose as determined in the reasonable judgment of Employer. 9. Agreement not to Compete. (a) Termination for Cause or Voluntary Termination Other Than Good Reason. In the event that the Employee is terminated for Cause or voluntarily terminates his Employment (including a voluntary termination for Good Reason occurring outside of the Protection Period but excluding a voluntary termination for Good Reason occurring during the Protection Period) with Employer prior to the expiration of the term of this Agreement, Employee hereby agrees that for a period of one (1) year following such termination, neither he nor any affiliate agent or shareholder (other than as the holder of less than 5% of the outstanding capital stock of any corporation with a class of equity security of 1934, as amended) engage in, invest in or render services to any person or entity engaged in the businesses in which Employer is then engaged and situated within the United States of America. Nothing contained in this Section 9(a) shall be construed as restricting the Employee’s right to sell or otherwise dispose of any business or investments owned or operated by Employee as of the date hereof. (b) Termination Without Cause/Total Disability or Voluntary Termination with Good Reason. In the event that the Employment of Employee either (i) is terminated by Employer without Cause or as a result of the Total Disability of Employee or (ii) is voluntarily terminated by Employee for Good Reason during the Protection Period, Employee hereby agrees that for a period of eighteen (18) months following such termination, neither Employee nor any affiliate shall, either in Employee’s own behalf or as a partner, officer, director, employee, agent or shareholder (other than as the holder of less that 5% of the entity engaged in the businesses in which Employer or any subsidiary of Employers is then engaged and situated within the United States of America. Nothing contained in this Section 9(b) shall be construed as restricting the Employee’s right to sell or otherwise dispose of any business or investments owned or operated by Employee as of the date hereof. In the event of Employee’s violation of the provisions of this Section 9(b), the right of Employee to receive any further payment pursuant to Sections 4(a), 4(b), 4(c), or 5(b) shall immediately terminate and the Employer shall be entitled to secure reimbursement from Employee for all payments made to Employee under Sections 4(a), 4(b), 4(c), or 5(b) subsequent to the date of any such violation. The parties hereto hereby acknowledge and agree that the provisions of the immediately preceding sentence are in addition to any other remedy available to Employer in respect of any violation of this Section 9(b). 10. Agreement not to Solicit Employees. Employee agrees that, for a period of one (1) year following the termination of the Employment Period, neither Employee nor any affiliate shall, on behalf of any business engaged in a business competitive with Employer, solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or any agent of, Employer to terminate Employee’s Employment or agency, as the case may be, with Employer. 11. No Violation. Employee hereby represents and warrants to Employer that neither the execution, delivery and performance of this Agreement nor the passage of time, nor both, will conflict with, result in a default, right to accelerate or loss of rights under any provision of any agreement or understanding to which the Employee or, to the best knowledge of Employee, any of Employee’s affiliates are a party or by which Employee or, to the best knowledge of Employee, Employee’s affiliates may be bound or affected. provisions hereof. writing and shall be deemed delivered, whether or not actually received, two   Employer:    Viasystems Group, Inc.    101 South Hanley Road    St. Louis, Missouri 63105    Attn: Chief Executive Officer Employee:    Timothy L. Conlon    12720 Topping Acres Drive    St. Louis, Missouri 63131 of this Agreement; the remaining provisions of this Agreement shall remain in unenforceable provision or by its severance from this Agreement. In lieu of each valid and enforceable. 15. Entire Agreement, Amendments. This Agreement contains the entire agreement an officer of Employer expressly authorized by the CEO to do so and by Employee. performed by any other party or any breach thereof shall not be construed to be 19. Withholding. Employer may withhold from any amount payable under this Agreement all federal, state, or local taxes and any other amounts authorized or required pursuant to any law or government regulation or ruling. Notwithstanding any other provision of this Agreement, Employer shall not be obligated to guarantee any particular tax result for Employee with respect to any payment provided to the Employee hereunder, and, subject to Sections 3(d), Section 3(e) and Section 6, Employee shall be responsible for any taxes imposed on Employee including any regulations, or any other formal guidance, promulgated with Revenue Service. This Agreement shall be administered and interpreted in a extent required under Section 409A for payments that are to be made in connection with a termination of employment, “termination of employment” shall be limited to such a termination that constitutes a “separation from service” under Section 409A. Notwithstanding any provision of this Agreement to the contrary, if the Employee constitutes a “specified employee” (as defined in Section 409A) on the date of the Employee’s separation from service and if any portion of the payments to be received by the Employee upon a termination of employment would constitute a “deferral of compensation” subject to period immediately following Employee’s termination of employment will instead be seventh month after the date of Employee’s termination of employment, and (ii) the Employee’s death. For purposes of application of Section 409A, to the extent applicable, each payment made under this Agreement shall be treated as a separate payment. All reimbursements and in-kind benefits provided under this meaning of Code Section 409A shall be made or provided in accordance with Code fees and expenses were incurred; (ii) the amount of reimbursements or in-kind benefits that the Employer is obligated to pay or provide in any given calendar year shall not affect the reimbursements or in-kind benefits that the Employer right to have the Employer pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit and (iv) the reimbursements paid, or the in-kind benefits to be provided, shall be determined pursuant to the terms of the applicable benefit plan, policy or agreement and shall be limited to the Employee’s lifetime and the lifetime of the Employee’s eligible dependents. 21. Potential Payment Reduction. in Control or the termination of Employee’s Employment, whether pursuant to the subject (in whole or in part) to any excise tax imposed under Section 4999 of Section 280G of the Code in such other plan, agreement, arrangement or program, the Total Payments shall be reduced (but in no event to less than zero) in the following order to the minimum extent necessary so that no portion of the Total deferred compensation within the meaning of Section 409A, (ii) acceleration of vesting of equity and equity-based awards and non-cash benefits that do not constitute deferred compensation within the meaning of Section 409A and (iii) all other cash payments, acceleration of vesting of equity and equity-based awards and non-cash benefits that do constitute deferred compensation within the meaning of Section 409A (the payments and benefits in clauses (i), (ii) and (iii), together, the “Potential Payments”); provided, however, that the Potential Payments shall only be reduced if (a) the net amount of the Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments), is greater than or equal to (b) the net amount of the Total Payments without such (b) All determinations under this Section 21 shall be made at the expense of the Employer by a nationally recognized accounting firm or law firm selected by the Employer (the “Tax Advisor”). Employer and Employee will each provide the Tax Advisor access to and copies of any books, records and documents in the possession of Employer or Employee, as the case may be, reasonably requested by the Tax Advisor, and otherwise cooperate with the Tax Advisor in connection with by this Section 21.   EMPLOYER:   VIASYSTEMS GROUP, INC.        EMPLOYEE: By:   /s/ Gerald G. Sax     By:    /s/ Timothy L. Conlon          Timothy L. Conlon VIASYSTEMS, INC.        By:          VIASYSTEMS TECHNOLOGIES CORP. LLC        By:         

Exhibit 10.1 2 OF 1ST CENTURY BANCSHARES, INC., a Delaware corporation (Effective May 8, 2013) 1st Century Bancshares, Inc. hereby adopts in its entirety the 1st Century Bancshares, Inc. 2013 Equity Incentive Plan (the “Plan”), on March 25, 2013 (the “Plan Adoption Date”). Unless otherwise defined, terms with initial capital letters are defined in Section 2 below. SECTION 1 BACKGROUND AND PURPOSE 1.1BackgroundThe Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights (“SARs”), Stock Awards, and Restricted Stock Units. 1.2Purpose of the PlanThe Plan is intended to attract, motivate and retain the following individuals:(a) employees of the Company or its Affiliates; (b) directors of the Company or any of its Affiliates who are employees of neither the Company nor any Affiliate and (c) consultants who provide significant services to the Company or its Affiliates.The Plan is also designed to encourage stock ownership by such individuals, thereby aligning their interests with those of the Company’s shareholders. SECTION 2 DEFINITIONS The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context: 2.1“1934 Act” means the Securities Exchange Act of 1934, as amended.Reference to a specific section of the Act shall include such section, any valid rules or regulations promulgated under such section, and any comparable provisions of any future legislation, rules or regulations amending, supplementing or superseding any such section, rule or regulation. 2.2“Administrator” means, collectively the Board, and/or one or more Committees, and/or one or more executive officers of the Company designated by the Board to administer the Plan or specific portions thereof. 2.3“Affiliate” means any corporation or any other entity (including, but not limited to, Subsidiaries, partnerships and joint ventures) controlling, controlled by, or under common control with the Company. 2.4“Applicable Law” means the legal requirements relating to the administration of Options, SARs, Stock Awards and Restricted Stock Units and similar incentive plans under any applicable laws, including but not limited to federal and state employment, labor, privacy and securities laws, the Code, and applicable rules and regulations promulgated by the NASDAQ, New York Stock Exchange, American Stock Exchange or the requirements of any other stock exchange or quotation system upon which the Shares may then be listed or quoted. 1 2.5“Award” means, individually or collectively, a grant under the Plan of Nonqualified Stock Options, Incentive Stock Options, SARs, Stock Awards and Restricted Stock Units. 2.6“Award Agreement” means the written agreement setting forth the terms and provisions applicable to each Award granted under the Plan, including the Grant Date. 2.7“Board” or “Board of Directors” means the Board of Directors of the Company. 2.8“Change in Control” means the occurrence of any of the following: (a)Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than SB Acquisition Company LLC or its affiliates, becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (b)The consummation of a merger, consolidation, business combination, scheme of arrangement, share exchange or similar transaction involving the Company and any other corporation (“Business Combination”), other than a Business Combination which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such Business Combination; or (c)The sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are used in Sections13(d)(3) and 14(d)(2) of the Exchange Act) 2.9“Code” means the Internal Revenue Code of 1986, as amended.Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. 2.10“Committee” means any committee appointed by the Board of Directors to administer the Plan. 2.11“Company” means 1st Century Bancshares, Inc., or any successor thereto. 2.12“Consultant” means any consultant, independent contractor or other person who provides significant services to the Company or its Affiliates or any employee or affiliate of any of the foregoing, but who is neither an Employee nor a Director. 2.13“Continuous Status” as an Employee, Consultant or Director means that a Participant’s employment or service relationship with the Company or any Affiliate is not interrupted or terminated.“Continuous Status” shall not be considered interrupted in the following cases: (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company and any Subsidiary or successor.A leave of absence approved by the Company shall include sick leave, military leave or any other personal leave approved by an authorized representative of the Company.For purposes of Incentive Stock Options, no leave of absence may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract.If such reemployment is approved by the Company but not guaranteed by statute or contract, then such employment will be considered terminated on the ninety-first (91st) day of such leave and on such date any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonqualified Stock Option.In the event a Participant’s status changes among the positions of Employee, Director and Consultant, the Participant's Continuous Status as an Employee, Director or Consultant shall not be considered terminated solely as a result of any such changes in status. 2 2.14“Director” means any individual who is a member of the Board of Directors of the Company or an Affiliate of the Company. 2.15“Disability” means a permanent and total disability within the meaning of Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time. 2.16“Employee” means any individual who is a common-law employee of the Company or of an Affiliate. 2.17“Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to the exercise of an Option, and the price used to determine the number of Shares payable to a Participant upon the exercise of a SAR. 2.18“Fair Market Value”means, as of any date, provided the Common Stock is listed on an established stock exchange or a national market system, including without limitation the Nasdaq National Market of the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock on the Grant Date of the Award.If no sales were reported on such Grant Date of the Award, the Fair Market Value of a share of Common Stock shall be the closing price for such stock as quoted on the NASDAQ (or the exchange with the greatest volume of trading in the Common Stock) on the last market trading day with reported sales prior to the date of determination.In the case where the Company is not listed on an established stock exchange or national market system, Fair Market Value shall be determined by the Board in good faith in accordance with Code Section 409A and the applicable Treasury regulations. 2.19 “Fiscal Year” means a fiscal year of the Company. 2.20 “Grant Date” means the date the Administrator approves the Award. 3 2.21“Incentive Stock Option” means an Option to purchase Shares, which is designated as an Incentive Stock Option and is intended to meet the requirements of Section 422 of the Code. 2.22“Independent Director” means a Nonemployee Director who is (i) a “nonemployee director” within the meaning of Section 16b-3 of the 1934 Act, (ii) “independent” as determined under the applicable rules of the NASDAQ, and (iii) an “outside director” under Treasury Regulation Section 1.162-27(e)(3), as any of these definitions may be modified or supplemented from time to time. 2.23 “Misconduct” shall include commission of any act contrary or harmful to the interests of the Company (or any Affiliate) and shall include, without limitation:(a) conviction of a felony or crime involving moral turpitude or dishonesty, (b) violation of Company (or any Affiliate) policies, with or acting against the interests of the Company (or any Affiliate), including employing or recruiting any present, former or future employee of the Company (or any Affiliate), (c) misuse of any confidential, secret, privileged or non-public information relating to the Company’s (or any Affiliate’s) business, or (e) participating in a hostile takeover attempt of the Company or an Affiliate.The foregoing definition shall not be deemed to be inclusive of all acts or omissions that the Company (or any Affiliate) may consider as Misconduct for purposes of the Plan. 2.24“NASDAQ” means The NASDAQ Stock Market, Inc. 2.25“Nonemployee Director” means a Director who is not employed by the Company or an Affiliate. 2.26“Nonqualified Stock Option” means an option to purchase Shares that is not intended to be an Incentive Stock Option. 2.27“Option” means an Incentive Stock Option or a Nonqualified Stock Option. 2.28“Participant” means an Employee, Nonemployee Director or Consultant who has an outstanding Award. 2.29“Period of Restriction” means the period during which the transfer of Shares are subject to restrictions that subject the Shares to a substantial risk of forfeiture.As provided in Section 7, such restrictions may be based on the passage of time, the achievement of Performance Goals, or the occurrence of other events as determined by the Administrator, in its discretion. 2.30“Plan” means this 1st Century Bancshares, Inc. 2013 Equity Incentive Plan, as set forth in this instrument and as hereafter amended from time to time. 2.31“Restricted Stock Units” means an Award granted to a Participant pursuant to Section 8.An Award of Restricted Stock Units constitutes a promise to deliver to a Participant a specified number of Shares, or the equivalent value in cash, upon satisfaction of the vesting requirements set forth in the Award Agreement.Each Restricted Stock Unit represents the right to receive one Share or the equivalent value in cash. 4 2.32“Rule 16b-3” means a person promulgated under the 1934 Act, and any future regulation amending, supplementing or superseding such regulation. 2.33“SEC” means the U.S. Securities and Exchange Commission. 2.34“Section 16 Person” means a person who, with respect to the Shares, is subject to Section 16 of the 1934 Act. 2.35 “Shares” means shares of common stock of the Company. 2.36“Stock Appreciation Right” or “SAR” means an Award granted to a Participant pursuant to Section 6. Upon exercise, a SAR gives a Participant a right to receive a payment in cash, or the equivalent value in Shares, equal to the difference between the Fair Market Value of the Shares on the exercise date and the Exercise Price.Both the number of SARs and the Exercise Price are determined on the Grant Date.For example, assume a Participant is granted 100 SARs at an Exercise Price of $10 and the award agreement specifies that the net gain will be settled in Shares.Also assume that the SARs are exercised when the underlying Shares have a Fair Market Value of $20 per Share.Upon exercise of the SAR, the Participant is entitled to receive 50 Shares [(($20-$10)*100)/$20]. 2.37“Stock Award” means an Award granted to a Participant pursuant to Section 7.A Stock Award constitutes a transfer of ownership of Shares to a Participant from the Company.Such transfer may be subject to restrictions against transferability, assignment, and hypothecation.Under the terms of the Award, the restrictions against transferability are removed when the Participant has met the specified vesting requirement.Shares granted pursuant to a Stock Award shall vest immediately upon the lapsing of the applicable Period of Restriction (if any).Stock Awards may also be granted without any restrictions or vesting requirements.Vesting may be based on continued employment or service over a stated service period, or on the attainment of specified Performance Goals.If employment or service is terminated prior to vesting, the unvested Shares revert back to the Company. 2.38“Subsidiary” means any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. SECTION 3 ADMINISTRATION 3.1The Administrator.The Administrator shall be appointed by the Board of Directors from time to time. 3.2Authority of the Administrator.It shall be the duty of the Administrator to administer the Plan in accordance with the Plan’s provisions and in accordance with Applicable Law.The Administrator shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to determine the following: (a) which Employees, Nonemployee Directors and Consultants shall be granted Awards; (b) the terms, conditions and the amendment of Awards; (c) interpretation of the Plan; (d) adoption of rules for the administration, interpretation and application of the Plan as are consistent therewith; and (e) interpretation, amendment or revocation of any such rules. 5 3.3Delegation by the Administrator.The Administrator, in its discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more Directors; provided, however, in the case where the Company is listed on an established stock exchange or quotation system, the Administrator may not delegate its authority and powers (a) with respect to Section 16 Persons, or (b) in any way which would jeopardize the Plan’s qualification under Section 162(m) of the Code or Rule 16b-3. 3.4Decisions Binding.All determinations and decisions made by the Administrator, the Board and any delegate of the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, and shall be given the maximum deference permitted by Applicable Law. SECTION 4 SHARES SUBJECT TO THE PLAN 4.1Number of Shares.Subject to adjustment, as provided in Section 4.3, the total number of Shares available for grant under the Plan shall be 750,000.As of the Plan Adoption Date, no further grants will be made under the 2004 Founder Stock Option Plan, the Director and Employee Stock Option Plan and the 2005 Equity Incentive Plan (collectively, the “Old Plans”).The Old Plans shall remain in effect with respect to options and restricted stock awards previously granted.Shares granted under the Plan may be authorized but unissued Shares or reacquired Shares bought on the market or otherwise. 4.2Lapsed Awards.If any Award made under the Plan expires, or is forfeited or cancelled, the Shares underlying such Awards shall become available for future Awards under the Plan.In addition, any Shares underlying an Award that are not issued upon the exercise of such Award shall become available for future Awards under the Plan (e.g., the exercise of a Stock Appreciation Right with the net gain settled in Shares and the “net-Share issuance” of an Option). 4.3Adjustments in Awards and Authorized Shares.The number of Shares covered by each outstanding Award, and the per Share exercise price of each such Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of common stock resulting from a stock split, reverse stock split, recapitalization, combination, reclassification, the payment of a stock dividend on the common stock or any other increase or decrease in the number of such Shares of common stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.”Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive.Except as expressly provided herein, no issue by the Company of Shares of stock of any class, or securities convertible into Shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of common stock subject to an Option. 6 4.4Legal Compliance.Shares shall not be issued pursuant to the making or exercise of an Award unless the exercise of Options and rights and the issuance and delivery of Shares shall comply with the Securities Act of 1933, as amended, the 1934 Act and other Applicable Law, and shall be further subject to the approval of counsel for the Company with respect to such compliance.Any Award made in violation hereof shall be null and void. 4.5Investment Representations.As a condition to the exercise of an Option or other right, the Company may require the person exercising such Option or right to represent and warrant at the time of exercise that the Shares are being acquired only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. SECTION 5 STOCK OPTIONS The provisions of this Section 5 are applicable to Options granted to Employees, Nonemployee Directors and Consultants.Such Participants shall also be eligible to receive other types of Awards as set forth in the Plan. 5.1Grant of Options.Subject to the terms and provisions of the Plan, Options may be granted at any time and from time to time as determined by the Administrator in its discretion.The Administrator may grant Incentive Stock Options, Nonqualified Stock Options, or a combination thereof, and the Administrator, in its discretion and subject to Sections 4.1, shall determine the number of Shares subject to each Option. 5.2Award Agreement.Each Option shall be evidenced by an Award Agreement that shall specify the Exercise Price, the expiration date of the Option, the number of Shares to which the Option pertains, any conditions to exercise the Option, and such other terms and conditions as the Administrator, in its discretion, shall determine.The Award Agreement shall also specify whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option. 5.3Exercise Price.The Administrator shall determine the Exercise Price for each Option subject to the provisions of this Section 5.3. 5.3.1Nonqualified Stock Options.Unless otherwise specified in the Award Agreement, in the case of a Nonqualified Stock Option, the per Share exercise price shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date, as determined by the Administrator. 5.3.2Incentive Stock Options.The grant of Incentive Stock Options shall be subject to the following limitations: (a)The Exercise Price of an Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date; provided, however, that if on the Grant Date, the Employee (together with persons whose stock ownership is attributed to the Employee pursuant to Section 424(d) of the Code) owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, the Exercise Price shall be not less than one hundred and ten percent (110%) of the Fair Market Value of a Share on the Grant Date; 7 (b)Incentive Stock Options may be granted only to persons who are, as of the Grant Date, Employees of the Company or a Subsidiary, and may not be granted to Consultants or Nonemployee Directors.In the event the Company fails to obtain shareholder approval of the Plan within twelve (12) months from the Plan Adoption Date, all Options granted under this Plan designated as Incentive Stock Options shall become Nonqualified Stock Options and shall be subject to the provisions of this Section 5 applicable to Nonqualified Stock Options. (c)To the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonqualified Stock Options. For purposes of this Section 5.3.2(c), Incentive Stock Options shall be taken into account in the order in which they were granted.The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted; and (d)In the event of a Participant's change of status from Employee to Consultant or Director, an Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonqualified Stock Option three (3) months and one (1) day following such change of status. 5.3.3Substitute Options.Notwithstanding the provisions of Sections 5.3.1 and 5.3.2, in the event that the Company or an Affiliate consummates a transaction described in Section 424(a) of the Code (e.g., the acquisition of property or stock from an unrelated corporation), persons who become Employees, Nonemployee Directors or Consultants on account of such transaction may be granted Options in substitution for options granted by their former employer, and such Options may be granted with an Exercise Price less than the Fair Market Value of a Share on the Grant Date; provided, however, the grant of such substitute Option shall not constitute a “modification” as defined in Code Section 424(h)(3) and the applicable Treasury regulations. 5.4Expiration of Options 5.4.1Expiration Dates.Unless otherwise specified in an Award Agreement, each Option shall immediately terminate on the date a Participant ceases his/her/its Continuous Status as an Employee, Director or Consultant with respect to the Shares that have not “vested.”With respect to the “vested” Shares underlying a Participant’s Option, unless otherwise specified in the Award Agreement, each Option shall terminate no later than the first to occur of the following events: (a)Date in Award Agreement.The date for termination of the Option set forth in the written Award Agreement; (b)Termination of Continuous Status as Employee, Nonemployee Director or Consultant.The last day of the three (3)-month period following the date the Participant ceases his/her/its Continuous Status as an Employee, Nonemployee Director or Consultant (other than termination for a reason described in subsections (c), (d), (e), or (f) below); 8 (c)Misconduct.In the event a Participant’s Continuous Status as an Employee, Director or Consultant terminates because the Participant has performed an act of Misconduct as determined by the Administrator, all unexercised Options held by such Participant shall expire five (5) business days following written notice from the Company to the Participant; provided, however, that the Administrator may, in its sole discretion, prior to the expiration of such five (5) business day period, reinstate the Options by giving written notice of such reinstatement to Participant.In the event of such reinstatement, the Participant may exercise the Option only to such extent, for such time, and upon such terms and conditions as if the Participant had ceased to be employed by or affiliated with the Company or a Subsidiary upon the date of such termination for a reason other than Misconduct, disability or death; (d)Disability.In the event that a Participant's Continuous Status as an Employee, Director or Consultant terminates as a result of the Participant's Disability, the Participant may exercise his or her Option at any time within twelve (12) months from the date of such termination, but only to the extent that the Participant was entitled to exercise it at the date of such termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement).If, at the date of termination, the Participant is not entitled to exercise his or her entire Option, the Shares covered by the unexercisable portion of the Option shall revert to the Plan.If, after termination, the Participant does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan; (e)Death.In the event of the death of a Participant, the Participant’s Option may be exercised at any time within twelve (12) months following the date of death (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Participant was entitled to exercise the Option at the date of death. If, at the time of death, the Participant was not entitled to exercise his or her entire Option, the Shares covered by the unexercisable portion of the Option shall immediately revert to the Plan. If, after death, the Participant's estate or a person who acquired the right to exercise the Option by bequest or inheritance does not exercise the Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan;or (f)10 Years from Grant.An Option shall expire no more than ten (10) years from the Grant Date; provided, however, that if an Incentive Stock Option is granted to an Employee who, together with persons whose stock ownership is attributed to the Employee pursuant to Section 424(d) of the Code, owns stock possessing more than 10% of the total combined voting power of all classes of the stock of the Company or any of its Subsidiaries, such Incentive Stock Option may not be exercised after the expiration of five (5) years from the Grant Date. 5.4.2Administrator Discretion.Notwithstanding the foregoing the Administrator may, after an Option is granted, extend the exercise period that an Option is exercisable following a Participant’s termination of employment (subject to limitations applicable to Incentive Stock Options); provided, however that such extension does not exceed the maximum term of the Option. 9 5.5Exercisability of Options.Options granted under the Plan shall be exercisable at such times and be subject to such restrictions as set forth in the Award Agreement and conditions as the Administrator shall determine in its discretion.After an Option is granted, the Administrator, in its discretion, may accelerate the exercisability of the Option. 5.6Exercise and Payment.Options shall be exercised by the Participant’s delivery of a written notice of exercise to the Secretary of the Company (or its designee), setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. 5.6.1Form of Consideration.Upon the exercise of any Option, the Exercise Price shall be payable to the Company in full in cash or its equivalent.The Administrator, in its discretion, also may permit the exercise of Options and same-day sale of related Shares, or exercise by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price, or by any other means which the Administrator, in its discretion, determines to provide legal consideration for the Shares, and to be consistent with the purposes of the Plan. 5.6.2Delivery of Shares.As soon as practicable after receipt of a written notification of exercise and full payment for the Shares purchased, the Company shall deliver to the Participant (or the Participant’s designated broker), Share certificates (which may be in book entry form) representing such Shares. SECTION 6 STOCK APPRECIATION RIGHTS 6.1Grant of SARs.Subject to the terms of the Plan, a SAR may be granted to Employees, Nonemployee Directors and Consultants at any time and from time to time as shall be determined by the Administrator. 6.1.1Number of Shares.The Administrator shall have complete discretion to determine the number of SARs granted to any Participant. 6.1.2Exercise Price and Other Terms.The Administrator, subject to the provisions of the Plan, shall have discretion to determine the terms and conditions of SARs granted under the Plan, including whether upon exercise the SARs will be settled in Shares or cash.However, the Exercise Price of a SAR shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date. 6.2Exercise of SARs.SARs granted under the Plan shall be exercisable at such times and be subject to such restrictions as set forth in the Award Agreement and conditions as the Administrator shall determine in its discretion.After an SAR is granted, the Administrator, in its discretion, may accelerate the exercisability of the SAR. 10 6.3SAR Agreement.Each SAR grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the term of the SAR, the conditions of exercise and such other terms and conditions as the Administrator shall determine. 6.4Expiration of SARs.A SAR granted under the Plan shall expire upon the date determined by the Administrator in its discretion as set forth in the Award Agreement, or otherwise pursuant to the provisions relating to the expiration of Options as set forth in Section 5.4. 6.5Payment of SAR Amount.Upon exercise of a SAR, a Participant shall be entitled to receive (whichever is specified in the Award Agreement) from the Company either (a) a cash payment in an amount equal to (x) the difference between the Fair Market Value of a Share on the date of exercise and the SAR Exercise Price, multiplied by (y) the number of Shares with respect to which the SAR is exercised, or (b) a number of Shares by dividing such cash amount by the Fair Market Value of a Share on the exercise date.If the Administrator designates in the Award Agreement that the SAR will be settled in cash, upon Participant’s exercise of the SAR the Company shall make a cash payment to Participant as soon as reasonably practical. SECTION 7 STOCK AWARDS 7.1Grant of Stock Awards.Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Stock Awards to Employees, Nonemployee Directors and Consultants in such amounts as the Administrator, in its discretion, shall determine.The Administrator shall determine the number of Shares to be granted to each Participant and the purchase price (if any) to be paid by the Participant for such Shares. 7.2Stock Agreement.Each Stock Award shall be evidenced by an Award Agreement that shall specify the terms of the grant, including the Period of Restriction that applies to such grant (if any), the conditions that must be satisfied for the Period of Restriction to lapse, and such other terms and conditions as the Administrator, in its discretion, shall determine.Unless the Administrator determines otherwise, Shares granted pursuant to Stock Awards shall be held by the Company as escrow agent until the Period of Restriction has lapsed. 7.3Transferability.Shares granted pursuant to aStock Award may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until expiration of the applicable Period of Restriction (if any). 7.4Restrictions.In its sole and absolute discretion, the Administrator may set restrictions based on a Participant’s Continuous Status as Employee, Nonemployee Director or Consultant or the achievement of specific Performance Goals (Company-wide, business unit, or individual), or any other basis determined by the Administrator in its discretion. 7.5Legend on Certificates.The Administrator, in its discretion, may place a legend or legends on the Share certificates to give appropriate notice of such restrictions in the case the Shares are not held by the Company in escrow. 11 7.6Release of Shares.Shares granted pursuant to Stock Awards shall be released from escrow as soon as practicable after expiration of the Period of Restriction.At such time, the Participant shall be entitled to have any legend or legends under Section 7.5 removed from his or her Share certificate, and the Shares shall be freely transferable by the Participant, subject to Applicable Law. 7.7Voting Rights.During any Period of Restriction, Participants holding Shares granted pursuant this Section 7 may exercise full voting rights with respect to those Shares, unless otherwise provided in the Award Agreement. 7.8Dividends and Other Distributions.During any Period of Restriction, Participants holding Shares granted pursuant to this Section 7 shall be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement.If any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions on transferability and forfeitability as the Shares with respect to which they were paid. 7.9Return of Stock to Company.On the date that any forfeiture event set forth in the Award Agreement occurs, the Stock for which restrictions have not lapsed shall revert to the Company and again shall become available for grant under the Plan. SECTION 8 RESTRICTED STOCK UNITS 8.1Grant of Restricted Stock Units.Subject to the terms and conditions of the Plan, Restricted Stock Units may be granted to Employees, Nonemployee Directors and Consultants at any time and from time to time, as shall be determined by the Administrator in its sole and absolute discretion. 8.1.1Number of Restricted Stock Units.The Administrator will have complete discretion in determining the number of Restricted Stock Units granted to any Participant under an Award Agreement, subject to the limitations in Sections 4.1. 8.1.2Value of a Restricted Stock Unit.Each Restricted Stock Unit granted under an Award Agreement represents the right to receive one Share, or the equivalent value in cash, upon satisfaction of the vesting conditions specified in the Award Agreement. 8.2Vesting Conditions.In its sole and absolute discretion, the Administrator will set the vesting provisions, which may include any combination of time-based or performance-based vesting conditions.The Administrator, in its discretion, may at any time accelerate the vesting of a Participant’s Restricted Stock Units and provide for immediate payment in accordance with Section 8.3. 8.3Form and Timing of Payment.The Administrator shall specify in the Award Agreement whether the Restricted Stock Units shall be settled in Shares or cash.In either case, upon vesting payment will be made as soon as reasonably practical upon satisfaction of the vesting conditions. 12 8.4Cancellation of Restricted Stock Units.On the earlier of the cancellation date set forth in the Award Agreement or upon the termination of Participant’s Continuous Status as an Employee, Nonemployee Director or Consultant, all unvested Restricted Stock Units will be forfeited to the Company, and again will be available for grant under the Plan. SECTION 9 MISCELLANEOUS 9.1Change In Control.In the event of a Change in Control, unless an Award is assumed or substituted by the successor corporation, then (i) such Awards shall become fully exercisable as of the date of the Change in Control, whether or not otherwise then exercisable and (ii) the Period of Restriction applicable to an Award shall immediately lapse as of the date of the Change in Control.Notwithstanding the foregoing, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges, the Committee may provide in the Award Agreement for immediate vesting and lapsing of the Period of Restriction upon or following the occurrence of a Change in Control 9.2Dissolution or Liquidation.In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction.Notwithstanding anything to the contrary contained in this Plan or in any Award Agreement, the Participant shall have the right to exercise his or her Award for a period not less than ten (10) days immediately prior to such dissolution or transaction as to all of the Shares covered thereby, including Shares as to which the Award would not otherwise be exercisable. 9.3No Effect on Employment or Service.Nothing in the Plan shall interfere with or limit in any way the right of the Company or an Affiliate to terminate any Participant’s employment or service at any time, with or without cause.Unless otherwise provided by written contract, employment or service with the Company or any of its Affiliates is on an at-will basis only.Additionally, the Plan shall not confer upon any Director any right with respect to continuation of service as a Director or nomination to serve as a Director, nor shall it interfere in any way with any rights which such Director or the Company may have to terminate his or her directorship at any time. 9.4Participation.No Employee, Consultant or Nonemployee Director shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award. 9.5Limitations on Awards.No Participant shall be granted an Award or Awards in any Fiscal Year in which the combined number of Shares underlying such Award(s) exceeds 100,000 Shares; provided, however, that such limitation shall be adjusted proportionately in connection with any change in the Company’s capitalization as described in Section 4.3. 9.6Successors.All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or, otherwise, sale or disposition of all or substantially all of the business or assets of the Company. 13 9.7Beneficiary Designations.If permitted by the Administrator, a Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid Award shall be paid in the event of the Participant’s death.Each such designation shall revoke all prior designations by the Participant and shall be effective only if given in a form and manner acceptable to the Administrator.In the absence of any such designation, any vested benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate and, subject to the terms of the Plan and of the applicable Award Agreement, any unexercised vested Award may be exercised by the administrator or executor of the Participant’s estate. 9.8Limited Transferability of Awards.No Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.All rights with respect to an Award granted to a Participant shall be available during his or her lifetime only to the Participant.Notwithstanding the foregoing, the Participant may, in a manner specified by the Administrator, (a) transfer a Nonqualified Stock Option to a Participant’s spouse, former spouse or dependent pursuant to a court-approved domestic relations order which relates to the provision of child support, alimony payments or marital property rights and (b) transfer a Nonqualified Stock Option by bona fide gift and not for any consideration to (i) a member or members of the Participant’s immediate family, (ii) a trust established for the exclusive benefit of the Participant and/or member(s) of the Participant’s immediate family, (iii) a partnership, limited liability company of other entity whose only partners or members are the Participant and/or member(s) of the Participant’s immediate family or (iv) a foundation in which the Participant an/or member(s) of the Participant’s immediate family control the management of the foundation’s assets. 9.9Restrictions on Share Transferability.The Administrator may impose such restrictions on any Shares acquired pursuant to the exercise of an Award as it may deem advisable, including, but not limited to, restrictions related to applicable federal securities laws, the requirements of any national securities exchange or system upon which Shares are then listed or traded or any blue sky or state securities laws. 9.10Transfers Upon a Change in Control.In the sole and absolute discretion of the Administrator, an Award Agreement may provide that in the event of certain Change in Control events, which may include any or all of the Change in Control events described in Section 2.8, Shares obtained pursuant to this Plan shall be subject to certain rights and obligations, which include but are not limited to the following: (i) the obligation to vote all such Shares in favor of such Change in Control transaction, whether by vote at a meeting of the Company’s shareholders or by written consent of such shareholders; (ii) the obligation to sell or exchange all such Shares and all rights to acquire Shares, under this Plan pursuant to the terms and conditions of such Change in Control transaction; (iii) the right to transfer less than all but not all of such Shares pursuant to the terms and conditions of such Change in Control transaction, and (iv) the obligation to execute all documents and take any other action reasonably requested by the Company to facilitate the consummation of such Change in Control transaction. 14 9.11Performance-Based Awards.Each agreement for the grant of performance-based awards shall specify the number of Shares underlying the Award, the Performance Period and the Performance Goals (each as defined below).As used herein, “Performance Goals” means performance goals specified in the agreement for any Award which the Administrators determine to make subject to Performance Goals, upon which the vesting or settlement of such award is conditioned and “Performance Period” means the period of time specified in an agreement over which the Award which the Administrators determine to make subject to a Performance Goal, are to be earned.Each agreement for a performance-based Award shall specify in respect of a Performance Goal the minimum level of performance below which no payment will be made, shall describe the method of determining the amount of any payment to be made if performance is at or above the minimum acceptable level, but falls short of full achievement of the Performance Goal, and shall specify the maximum percentage payout under the agreement. 9.11.1Performance Goals for Covered Employees.The Performance Goalsfor any performance-based Award granted to a Covered Employee, if deemed appropriate by the Administrators, shall be objective and shall otherwise meet the requirements of Section 162(m)(4)(C) of the Code, and shall be based upon one or more of the following performance-based business criteria, either on a Company, subsidiary, division, business unit or line of business basis or in comparison with peer group performance or to an index: net sales; gross sales; net revenue; gross revenue; growth of loans and/or deposits; growth in number of customers, households or assets; cash generation; cash flow; unit volume; market share; cost reduction; costs and expenses (including expense efficiency ratios and other expense measures); strategic plan development and implementation; allowance for loan losses; loan chargeoffs; loan writedowns; non-performing or impaired loans; return on net assets; return on actual or proforma assets; return on equity; return on capital; return on investment; return on working capital; return on net capital employed; working capital; asset turnover; economic value added; total stockholder return; stock price; net income; net income before tax; operating income; operating profit margin; net income margin; net interest margin; sales margin; market share; inventory turnover; days sales outstanding; sales growth; capacity utilization; increase in customer base; cash flow; book value; earnings per share; stock price earnings ratio; earnings before interest; taxes; depreciation and amortization expenses (“EBITDA”); earnings before interest and taxes (“EBIT”); earnings before interest (“EBI”); or EBITDA, EBIT, EBI or earnings before taxes and unusual or nonrecurring items as measured either against the annual budget or as a ratio to revenue.Achievement of any such Performance Goal shall be measured over a period of years not to exceed ten (10) as specified by the Administrators in the agreement for the performance-based Award.No business criterion other than those named above in this Section 9.11.1 may be used in establishing the Performance Goal for an award to a Covered Employee under this Section 9.11.For each such award relating to a Covered Employee, the Administrators shall establish the targeted level or levels of performance for each such business criterion.The Administrators may, in their discretion, reduce the amount of a payout otherwise to be made in connection with an award under this Section 9.11, but may not exercise discretion to increase such amount, and the Administrators may consider other performance criteria in exercising such discretion.All determinations by the Administrators as to the achievement of Performance Goals under this Section 9.11 shall be made in writing.The Administrators may not delegate any responsibility under this Section 9.11.As used herein, “Covered Employee” shall mean, with respect to any grant of an award, an executive of the Company or any subsidiary who is a member of the executive compensation group under the Company’s compensation practices (not necessarily an executive officer) whom the Administrators deem may be or become a covered employee as defined in Section 162(m)(3) of the Code for any year that such award may result in remuneration over $1 million which would not be deductible under Section 162(m) of the Code but for the provisions of the Plan and any other “qualified performance-based compensation” plan (as defined under Section 162(m) of the Code) of the Company; provided, however, that the Administrators may determine that a Plan Participant has ceased to be a Covered Employee prior to the settlement of any award. 15 9.11.2Mandatory Deferral of Income.The Administrators, in their sole discretion, may require that one or more award agreements contain provisions which provide that, in the event Section 162(m) of the Code, or any successor provision relating to excessive employee remuneration, would operate to disallow a deduction by the Company with respect to all or part of any award under the Plan, a Plan Participant’s receipt of the benefit relating to such award that would not be deductible by the Company shall be deferred until the next succeeding year or years in which the Plan Participant’s remuneration does not exceed the limit set forth in such provisions of the Code; provided, however, that such deferral does not violate Code Section 409A. SECTION 10 AMENDMENT, SUSPENSION, AND TERMINATION 10.1Amendment, Suspension, or Termination.Except as provided in Section 10.2, the Board, in its sole discretion, may amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason.The amendment, suspension or termination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award theretofore granted to such Participant.No Award may be granted during any period of suspension or after termination of the Plan. 10.2No Amendment without Shareholder Approval.The Company shall obtain shareholder approval of any material Plan amendment to the extent necessary or desirable to comply with the rules of the NASDAQ, the Exchange Act, Section 422 of the Code, or other Applicable Law. 10.3Plan Effective Date and Duration of Awards .The Plan shall be effective as of the Plan Effective Date (subject to the shareholders of the Company approving the Plan by the required vote), subject to Sections 10.1 and 10.2 (regarding the Board’s right to amend or terminate the Plan), and shall remain in effect thereafter.However, without further shareholder approval, no Award may be granted under the Plan more than ten (10) years after the Plan Adoption Date. SECTION 11 TAX WITHHOLDING 11.1Withholding Requirements.Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof). 16 11.2Withholding Arrangements.The Administrator, in its discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (a) electing to have the Company withhold otherwise deliverable Shares or (b) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum amount required to be withheld.The amount of the withholding requirement shall be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made; provided, however, in the case Shares are withheld by the Company to satisfy the tax withholding that would otherwise by issued to the Participant, the amount of such tax withholding shall be determined by applying the statutory minimum federal, state or local income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined.The Fair Market Value of the Shares to be withheld or delivered shall be determined as of the date taxes are required to be withheld. SECTION 12 LEGAL CONSTRUCTION 12.1Liability of Company.The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful grant or any Award or the issuance and sale of any Shares hereunder, shall relieve the Company, its officers, Directors and Employees of any liability in respect of the failure to grant such Award or to issue or sell such Shares as to which such requisite authority shall not have been obtained. 12.2Grants Exceeding Allotted Shares.If the Shares covered by an Award exceed, as of the date of grant, the number of Shares, which may be issued under the Plan without additional shareholder approval, such Award shall be void with respect to such excess Shares, unless shareholder approval of an amendment sufficiently increasing the number of Shares subject to the Plan is timely obtained. 12.3Gender and Number.Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural. 12.4Severability.In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 12.5Requirements of Law.The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 12.6Governing Law.The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of Delaware. 12.7Captions.Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan. 17 SECTION 13 EXECUTION IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this Plan on the date indicated below. 1ST CENTURY BANCSHARES, INC. Dated: March 25, 2013 By: 18

CERTIFIED RESOLUTIONS I, Carole Anne Clementi, Secretary of General American Investors Company, Inc. (the “Company”), hereby certify that the following resolutions were adopted by the Board of Directors of the Company, including a majority of the Directors who are not “interested persons” of the Company, at a meeting of the Board held on July 18, 2012. DETERMINATION OF FIDELITY BOND: Rule 17g-1 under the Investment Company Act of 1940 requires that the Board of Directors of the Company approve at least once each year the form and amount of the indemnity bond against larceny and embezzlement covering each officer and employee of the Company who, singly or jointly with others, has access to securities or funds of the Company. State Street Bank and Trust Company, custodian for the Company, has a broad form of banker's blanket bond insurance, designed to cover the loss of securities entrusted to its care, as well as its own securities. The insurance covers securities in the bank's actual possession, including those securities deposited with a securities depository or in the Federal book-entry system, and in transit. A bond in the amount of $2,250,000 is in excess of the minimum ($1,000,000) required by Rule 17g-1(d) under the Investment Company Act of 1940 and that, in his opinion, it is a reasonable amount for General American Investors Company to maintain. Investment Company Asset Protection Bond number 80911610 had been issued to the Company, by Vigilant Insurance Company (a member of the Chubb Group of Insurance Companies), dated June 15, 2012, in the amount of $2,250,000. The annual premium ($8,000) for the policy had been paid by and borne solely by the Company. A separate Fiduciary Fidelity Bond For Employee Benefit Plans (number 82126606) was issued to the Company's Employees' Retirement Plan and the Company's Employees' Thrift Plan by Vigilant Insurance Company (a member of the Chubb Group of Insurance Companies), dated June 15, 2012, in the amount of $1,000,000. The annual premium ($1,000) for the policy had also been paid by and borne solely by the Company. The aggregate cost of the two bonds of $9,000 was the same as that of recent years. After consideration of the arrangements made for the custody and safekeeping of the assets of the Company, the nature of the securities in the portfolio and the value of the aggregate assets of the Company to which any covered person may have access, upon motion duly made and seconded it was unanimously (including a majority of Directors of the Board who are not "interested persons" of the Company) RESOLVED, that the form and amount of the insured indemnity bond number 80911610, issued by Vigilant Insurance Company, dated June 15, 2012, in the amount of $2,250,000, applicable to the Company be and hereby is approved; and further RESOLVED, that the form and amount of the insured indemnity bond number 82126606 issued by Vigilant Insurance Company, dated June 15, 2012, in the amount of $1,000,000, applicable to the Company's Employee Retirement and Thrift Plans, be and hereby is approved; and further RESOLVED, that the premium for the joint insured bond be borne and paid entirely by the Company. /s/ Carole Anne Clementi Carole Anne Clementi, Secretary

Exhibit 10.1 AMENDMENT TO REALTY INCOME CORPORATION 2003 INCENTIVE AWARD PLAN (as amended and restated February 21, 2006) THIS AMENDMENT TO THE REALTY INCOME CORPORATION 2003 INCENTIVE AWARD PLAN (as amended and restated February 21, 2006), made as of May 15, 2007, is adopted by   WHEREAS, the Company maintains the Realty Income Corporation 2003 Incentive Award Plan, as amended and restated February 21, 2006 (the “Plan”);     follows:     1. follows: “Shares of Restricted Stock granted on or after May 15, 2007 pursuant to clause B of Section 7.3(a)(ii)  shall vest based on Independent Directors’ Years of Service in accordance with the following schedule:   Years of Service at  the Date of Grant     Percentage Vested Less than five     Six   Restricted Stock are granted   Seven   are granted   Eight or more     authority to determine any questions regarding a Director’s Years of Service for purposes of the Plan.”     2. Plan.     3. specifically modified herein.   Executed on this 15th day of May, 2007.                                   By: /s/ Michael R. Pfeiffer                                 Michael R. Pfeiffer

As filed with the Securities and Exchange Commission on April 1, 2010 Registration No. 333-165626 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1

EXHIBIT 10.1 2017 Long Term Incentive Compensation Award Agreement February 28, 2017 (the “Grant Date”), by and between Waste Management, Inc., a instructions below, prior to March 31, 2017, in order for this Agreement to Performance Share Units   February 28, 2017 (the “Notice”). Each Performance Share Unit (“PSU”) is a   1   beginning January 1, 2017, and ending on December 31, 2019. Vesting and payout paragraph 3 below.     b. Notwithstanding anything to the contrary in this Agreement, in order to be eligible to receive any payout with respect to the PSU Award, the Committee must certify that the Company has achieved cumulative Pre-Tax Income from Operations (as defined in the 2005 Annual Incentive Plan) that is positive over the Performance Period. In addition, no payout pursuant to your PSU Award shall occur with respect to any shares with a value that exceeds 1.0% of such cumulative Pre-Tax Income from Operations over the Performance Period.     c. Subject to the requirements set forth in paragraph 2.b. above, the performance measure selected by the Committee to serve as the Performance Goal for half (50%) of your Target PSU Award is Adjusted Free Cash Flow (defined in paragraph 2.d. below). The performance measure selected by the Committee to serve as the Performance Goal for the other half (50%) of your Target PSU Award is Total Shareholder Return Relative to the S&P 500, or “TSR” (as defined in paragraph 2.e. below). To determine the payout (if any) under your PSU Award, the Committee will determine the level of the Performance Goal reached (“Achievement”) and the corresponding payout percentage applicable to each half of your Target PSU Award under paragraph 3 below. The Committee’s     d. Adjusted Free Cash Flow is the cash flow provided by operating activities     i. Capital expenditures are excluded;   withdrawal liability(ies) are excluded as expenditures required as a result of past labor commitments combined with changing economic conditions of the present business climate;       iv. Cash proceeds from the divestiture of businesses and other assets are included. The Committee, solely in its discretion, is permitted to make other adjustments to reflect management’s performance consistent with maximizing shareholder value; provided that such other adjustments shall not reduce the Adjusted Free Cash Flow amount.     modifications: A. except as provided in paragraph 2.e.i.B. below, only those entities that   2   exchange.         in order from minimum-to-maximum, with the lowest performing entity assigned a       Flow Performance Measure   Level of Achievement    Adjusted Free Cash Flow Over the Performance Period      Payout Percentage for the applicable half of your Target PSU Award    $ 4.566 billion      60% of Target PSU Award    $ 4.951 billion      100% of Target PSU Award    $ 5.336 billion      200% of Target PSU Award   3     Level of Achievement    Relative TSR Percentile Rank   Payout Percentage for the applicable half of your Target PSU Award   Election in place for your PSU Award (see paragraph 8 under “Important Award Equivalents (as defined in paragraph 7 under “Important Award Details”) as soon as administratively feasible (and no later than 74 days after the end of the Stock Options   Grant Date.     follows:   Exercise Date    Cumulative Percentage of Stock Option Award Exercisable Prior to the first anniversary of the Grant Date    0% On or after the first anniversary of the Grant Date    25% On or after the second anniversary of the Grant Date    50% On or after the third anniversary of the Grant Date    100%     4 market value at the time of exercise equal to the aggregate Grant Price; (c) to the extent Employee is an executive officer at the time of exercise, by withholding shares of Common Stock that otherwise would be acquired pursuant to the Stock Option Award; or (d) any combination of the foregoing. The Grant Price may also be paid by cashless exercise through delivery of irrevocable proceeds from a sale of shares having fair market value equal to the Grant Price, provided that such instructions are delivered by no later than the close of the New York Stock Exchange on the last Trading Day prior to the 10th anniversary of the Grant Date. Payment by cashless exercise shall not be considered to have occurred until the broker has issued confirmation of the transaction. For these purposes, Trading Day means a day on which the New York Stock Exchange is open for trading for its regular trading sessions. Important Award Details   1. Death or Disability. Upon Employee’s death or disability (as determined by (“Section 409A”) and specifically Section 409A(a)(2)(C) (“Disability”)), Employee (or in the case of Employee’s death, Employee’s beneficiary) shall be entitled to:   shall be paid to no later than 74 days following the end of the Performance Period; and   (whether or not previously exercisable) for one year following such event. Provided however, if Employee was eligible for Retirement (as defined in paragraph 2.c.i. below) at the time of his death or Disability, the Stock Option Award will remain exercisable for three years following the date of such event.   2. Treatment of PSU Award Upon Retirement or Involuntary Termination of Employment Without Cause by WM.     a. Upon an involuntary Termination of Employment by WM without Cause (as defined in paragraph 6.c.iii. below) or upon Employee’s Retirement, Employee shall be entitled to receive the PSU Awarded Shares and related Dividend Equivalents that Employee would have been entitled to under this Agreement if Employee had remained employed until the last day of the Performance Period and determined based upon actual Achievement through the end of the Performance Period multiplied by the fraction which has as its numerator the total number of days that Employee was employed by WM during the Performance Period and has as its denominator 1095 (which amount shall be issued and paid no later than 74 days following the end of the Performance Period).     b. In the event Employee is employed by a subsidiary of the Company that is sold by the Company in a transaction (i) that would not constitute a Change in Control of the Company within the meaning of paragraph 6.c.i. below, but meaning of paragraph 6.c.i. with the subsidiary substituted for Company   5 this Agreement:   resignation.   predecessor company.   3. Treatment of Stock Option Award upon Involuntary Termination; Resignation; Retirement.     a. Involuntary Termination of Employment Without Cause or Resignation by accepted by WM that is not a Retirement (as defined above), for a period of 90 days following such Termination of Employment, Employee shall be entitled to exercise all of the Stock Options then outstanding and exercisable under the Stock Option Award. Any Stock Options that are not outstanding and exercisable shall be forfeited.     b. Retirement. Upon Employee’s Retirement, the Stock Option Award shall exercisable for the three-year period following Employee’s Retirement.   4. Termination of Employment for Other Reasons.   by Employee. Except as provided in paragraphs 1 through 2 above and 6 below, December 31, 2019, for any reason other than any termination that would qualify Employee for payout under paragraphs 1 through 2 above and 6 below, Employee shall immediately forfeit the PSU Award and any related Dividend Equivalents without payment of any consideration by WM.     5. Repayment of Award in the Event of Misconduct.   of WM that (i) caused or was intended to cause a violation of WM’s policies or and that (ii) materially increased the value of the payment or Award received by   6 binding.     c. WM must initiate recovery pursuant to this paragraph 5 by the earliest of     d. The provisions of this paragraph 5, without any implication as to any other   6. Acceleration upon Change in Control. Overriding any other inconsistent terms of this Agreement:     a. PSU Award. If there is a Change in Control (as defined in paragraph 6.c.i.   of   Period, multiplied by   Measurement Date) divided by (2) 1095. 74 days following the Change in Control) equal to the number of PSUs earned under this paragraph 6.a. multiplied by the closing stock price of the Common     TAP X (1095 – EMD) x CP 1095 where TAP is the number of PSUs represented by the Target PSU Award; including the Early Measurement Date; and Measurement Date.   7 6.a.ii.1. will vest completely on December 31, 2019 (and be paid within 74 days thereof), provided that Employee remains continuously employed with the successor entity until then. Provided however, in the event of Employee’s involuntary Termination of Employment without Cause during the Window Period (as defined in paragraph c.iv. below), or upon Employee’s Retirement, death or Disability, Employee shall become immediately vested in full in the restricted stock units in the successor entity awarded pursuant to this paragraph 6.a.ii.1 and paid (i) in the case of death or Disability, within 74 days of such time or (ii) in the case of Retirement or involuntary Termination of Employment without Cause, within 74 days following December 31, 2019.   equation in paragraph 6.a.ii.1. above. Any cash payment awarded under this paragraph 6.a.ii.2. will be paid to Employee as soon as administratively feasible (and no later than 74 days) following December 31, 2019, provided that Employee remains continuously employed with the involuntary Termination of Employment without Cause during the Window Period or upon Employee’s Retirement, death or Disability, Employee shall become vested and be paid such cash payment by the successor entity (i) in the case of death or Disability, within 74 days of such time or (ii) in the case of Retirement or involuntary Termination of Employment without Cause, within 74 days following     this Agreement:         8   market value of all assets of the Company immediately prior to such sale; provided, in each of cases 1 through 4, that in the event the award or portion of the award is determined to constitute a non-exempt “deferral of compensation” pursuant to Section 409A, to the extent necessary to avoid the imposition of any penalties or additional tax under Section 409A, with respect to such award or portion of award the Change of Control event must also constitute a “change in corporation’s assets,” in each case, within the meaning of Section 409A. meanings:   or other service relationship with WM as determined by the Committee. Temporary transfers among the Company and its Subsidiaries and Affiliates will not be considered a Termination of Employment. Any question as to whether and when there has been a Termination of Employment, and the cause of such termination, shall be determined by and in the sole discretion of the Committee and such     iii. death or   9   disability) and Employee fails to cure such nonperformance within ten   Control occurs.   7. Dividend Equivalents on PSUs. Dividend Equivalents mean an amount of cash pursuant to paragraph 6.a.i. above). As soon as administratively feasible after these events (and no later than 74 days following the end of the Performance   8. Deferral Elections.   Employee.   stockholders of record.     10 General Terms           3. Withholding Tax. Employee agrees that Employee is responsible for federal, WM at such time, (i) such amount of money or shares of Common Stock earned or owned by Employee or (ii) if employee is an executive officer at the time of such tax event and so elects, shares deliverable to Employee at such time pursuant to the applicable Award, in each case, as WM may require to meet its do so, WM is authorized to withhold from any shares of Common Stock deliverable to Employee, cash, or other form of remuneration then or thereafter payable to Employee, any tax required to be withheld.   4. Compliance with Securities Laws. WM is not required to deliver any shares of     11 5. Employee to Have no Rights as a Stockholder. Employee shall have no rights as subject to the terms of paragraph 7 under “Important Award Details.”   paragraph 6.b. under “Important Award Details.”   7. Limitation of Rights. Nothing in this Agreement or the Plan may be construed to:       WM.     9. Severability/Entire Agreement. The invalidity or unenforceability of any   any prior awards. Without limiting the generality of the foregoing, as a condition to receipt of this Award, Employee agrees that the provisions relating to vesting and/or forfeiture of this Award upon a Termination of Employment set forth in this Agreement supersede and replace any provisions relating to vesting of the Award upon termination or other event set forth in any employment agreement, offer letter or similar document.   Agreement.     c. Except as provided in paragraph 13 below, this Agreement may not be amended or effect.   10. No Waiver. In the event the Employee or WM fails to insist on strict or right.   12 11. Covenant Requirement Essential Part of Award. An overriding condition (even   12. Definitions. If not defined in this Agreement, capitalized terms have the   13. Compliance with Section 409A. Both WM and Employee intend that this Agreement not result in unfavorable tax consequences to Employee under Section 409A. Accordingly, Employee consents to any amendment of this Agreement WM may subject to Section 409A. For purposes of Section 409A, to the extent that Employee is a “specified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A as of Employee’s separation from penalty or interest pursuant to Section 409A, notwithstanding anything to the contrary in this Agreement, no amount which is subject to Section 409A of the Code and is payable on account of Employee’s separation from service shall be day of the seventh month after the Employee’s separation from service or, if   14. Use of Personal Data. Employee agrees to the collection, use, processing and paragraph 15 below); however, Employee understands that by withdrawing his or in the Plan.   15. Notices. Any notice given by one party under this Agreement to the other time to time.   16. Electronic Delivery. WM may, in its sole discretion, deliver any documents designated by WM.   13 17. Clawback. Notwithstanding any provisions in the Plan or this Agreement to   18. Binding Arbitration. Except as otherwise specifically provided herein, the not limited to the right to dispute set forth in paragraph 5 under “Important     14 Execution Agreement, effective as of February 28, 2017.   February 28, 2017 Date   Employee   15

AMENDMENT TO FUND PARTICIPATION AGREEMENT This amendment (the "Amendment") is made and entered into as of January 6, 2003 by and among Neuberger Berman Advisers Management Trust ("Trust"), Neuberger Berman Management Inc. ("NBMI"), and Principal Life Insurance Company ("Life Company") ( Trust, NBMI, and Life Company collectively, the "Parties") in order to modify that certain Fund Participation Agreement entered into by the Parties as of May 1, 2002 (the "Agreelnent7'). The Parties agree to amend the Agreement as follows: 1. Appendix B of this Agreement is hereby amended to include the new Principal Variable Universal Life Accurnulator I1 product. 2. Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Acknowledged and agreed by: NEUBERGER BERMAN NEUBERGER BERMAN PRINCIPAL LIFE ADVISERS MANAGEMENT INC. INSURANCE COMPANY . Title: - 4063-6, - o b- AmD Contract N Ed &b3" QSGF- -,+ APPENDIX B SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS Principal Life Insurance Company Separate Account B (1) The Principal Variable Annuity Principal Life Insurance Company Variable Life Se~arateAccount (1) PrinFlex Life Variable Life Insurance (2) Principal Freedom Variable Annuity (2) Survivorship Variable Universal Life Insurance (3) Flexible Variable Life Insurance (4) Principal Variable Universal Life Accumulator Executive Variable Universal Life Accumulator (6) Benefit Variable Universal Life Accumulator (7) Principal Variable Universal Life Accumulator 11

EXHIBIT 10.3 Loan No.: 4571062 MEZZANINE B LOAN AGREEMENT Between HH MEZZ BORROWER A-2 LLC and HH MEZZ BORROWER G-2 LLC, collectively, as Borrower and as Lender 20735538.3.BUSINESS TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS; PRINCIPLES OF CONSTRUCTION    2 Section 1.1. Definitions    2 Section 1.2. Principles of Construction    44 ARTICLE 2 GENERAL TERMS    44 Section 2.1. The Loan    44 Section 2.2. Disbursement to Borrower    44 Section 2.3. The Note, the Pledge Agreement and Loan Documents    45 Section 2.4. Interest Rate    45 Section 2.5. Loan Payments    48 Section 2.6. Loan Prepayments    52 Section 2.7. Taxes    55 Section 2.8. Intentionally Omitted    58 Section 2.9. Property Releases    58 ARTICLE 3 CONDITIONS PRECEDENT    61 Section 3.1. Conditions Precedent    61 ARTICLE 4 REPRESENTATIONS AND WARRANTIES    61 Section 4.1. Organization    61 Section 4.2. Status of Borrower    62 Section 4.3. Validity of Documents    62 Section 4.4. No Conflicts    63 Section 4.5. Litigation    63 Section 4.6. Agreements    63 Section 4.7. Solvency    64 Section 4.8. Full and Accurate Disclosure    64 Section 4.9. No Plan Assets    65 Section 4.10. Not a Foreign Person    65 Section 4.11. Enforceability    65 Section 4.12. Business Purposes    65 Section 4.13. Compliance    65 Section 4.14. Financial Information    66 Section 4.15. Condemnation    66 Section 4.16. Utilities and Public Access; Parking    67 Section 4.17. Separate Lots    67 Section 4.18. Assessments    67 Section 4.19. Insurance    67 Section 4.20. Use of Property    67 Section 4.21. Certificate of Occupancy; Licenses    68 Section 4.22. Flood Zone    68 Section 4.23. Physical Condition    68 Section 4.24. Boundaries    68 Section 4.25. Leases    69 Section 4.26. Filing and Recording Taxes    69 Section 4.27. Management Agreement    69 Section 4.28. Illegal Activity    70 Section 4.29. Construction Expenses    70 20735538.3.BUSINESS     i TABLE OF CONTENTS (continued) Page Section 4.30. Personal Property    70 Section 4.31. Taxes    70 Section 4.32. Title    71 Section 4.33. Federal Reserve Regulations    71 Section 4.34. Investment Company Act    71 Section 4.35. Property Documents    72 Section 4.36. No Change in Facts or Circumstances; Disclosure    72 Section 4.37. Intellectual Property    73 Section 4.38. Compliance with Prescribed Laws    73 Section 4.39. Brokers and Financial Advisors    73 Section 4.40. Franchise Agreements    73 Section 4.41. PIPS    74 Section 4.42. Intentionally Omitted    74 Section 4.43. Labor Matters    74 Section 4.44. Ground Lease    74 Section 4.45. Operating Lease Representations    76 Section 4.46. Condominium Representations    76 Section 4.47. Affiliates    78 Section 4.48. Mortgage Borrower Mezzanine A Borrower Representations    78 Section 4.49. Mortgage Loan Documents    78 Section 4.50. Other Mezzanine Loan Documents    78 Section 4.51. Mortgage Loan Default and Mezzanine A Loan Default    79 Section 4.52. Survival    79 ARTICLE 5 BORROWER COVENANTS    79 Section 5.1. Existence; Compliance with Requirements    79 Section 5.2. Maintenance and Use of Property    80 Section 5.3. Waste    81 Section 5.4. Taxes and Other Charges    81 Section 5.5. Litigation    83 Section 5.6. Access to Properties    83 Section 5.7. Notice of Default    83 Section 5.8. Cooperate in Legal Proceedings    83 Section 5.9. Performance by Borrower    83 Section 5.10. Awards; Insurance Proceeds    84 Section 5.11. Financial Reporting    84 Section 5.12. Estoppel Statement    86 Section 5.13. Leasing Matters    88 Section 5.14. Property Management    90 Section 5.15. Liens    91 Section 5.16. Debt Cancellation    91 Section 5.17. Zoning    92 Section 5.18. ERISA    92 Section 5.19. No Joint Assessment    93 Section 5.20. Intentionally Omitted    93 Section 5.21. Alterations    93 Section 5.22. Property Documents    94 Section 5.23. Compliance with Prescribed Laws    94 Section 5.24. Interest Rate Cap Agreement    94 20735538.3.BUSINESS     ii TABLE OF CONTENTS (continued) Page Section 5.25. Franchise Agreement    96 Section 5.26. Trade Names    97 Section 5.27. Ground Lease    97 Section 5.28. The Operating Lease    98 Section 5.29. Intentionally Omitted    100 Section 5.30. Condominium Covenants    100 Section 5.31. Mortgage Loan Reserve Funds    103 Section 5.32. Notices    104 Section 5.33. Special Distributions    104 Section 5.34. Mortgage Borrower and Mezzanine A Borrower Covenants    104 Section 5.35. Mortgage Loan and Mezzanine A Loan Estoppels    105 Section 5.36. Change in Business    106 Section 5.37. Limitation on Securities Issuances    106 Section 5.38. Acquisition of the Mortgage Loan and the Mezzanine A Loan    106 Section 5.39. Material Agreements    107 Section 5.40. PIP Guaranty    108 Section 5.41. Ritz-Carlton Atlanta and the Crowne Plaza Ravinia Environmental Covenants    108 Section 5.42. Hilton Tampa Westshore Environmental Covenants    108 Section 5.43. Franchise Extension Payment    109 ARTICLE 6 ENTITY COVENANTS    109 Section 6.1. Single Purpose Entity/Separateness    109 Section 6.2. Change of Name, Identity or Structure    114 Section 6.3. Business and Operations    114 Section 6.4. Independent Director    114 ARTICLE 7 NO SALE OR ENCUMBRANCE    116 Section 7.1. Transfer Definitions    116 Section 7.2. No Sale/Encumbrance    116 Section 7.3. Permitted Transfers    117 Section 7.4. Assumption    119 Section 7.5. Immaterial Transfers and Easements, Etc    122 Section 7.6. Advised Entity Transfer    123 Section 7.7. Replacement Guarantor    123 ARTICLE 8 INSURANCE; CASUALTY; CONDEMNATION; RESTORATION    124 Section 8.1. Insurance    124 Section 8.2. Intentionally Omitted    125 Section 8.3. Casualty    125 Section 8.4. Condemnation    125 Section 8.5. Restoration    126 ARTICLE 9 RESERVE FUNDS    126 Section 9.1. Deposit and Maintenance of Reserve Funds    127 Section 9.2. Transfer of Reserve Funds under Mortgage Loan    128 ARTICLE 10 CASH MANAGEMENT    128 20735538.3.BUSINESS     iii TABLE OF CONTENTS (continued) Page Section 10.1. Deposit Account; Cash Management Account    128 Section 10.2. Borrower Distributions    129 ARTICLE 11 EVENTS OF DEFAULT; REMEDIES    129 Section 11.1. Event of Default    129 Section 11.2. Remedies    133 Section 11.3. Right to Cure Defaults    135 ARTICLE 12 INTENTIONALLY OMITTED    135 ARTICLE 13 SECONDARY MARKET    135 Section 13.1. Transfer of Loan    135 Section 13.2. Delegation of Servicing    136 Section 13.3. Dissemination of Information    136 Section 13.4. Cooperation    136 Section 13.5. Securitization    139 Section 13.6. Regulation AB Obligor Information    143 Section 13.7. Other Regulation AB Information    144 Section 13.8. Mezzanine Option    145 Section 13.9. Uncross of Properties    146 Section 13.10. Intercreditor Agreement    146 ARTICLE 14 INDEMNIFICATIONS    147 Section 14.1. General Indemnification    147 Section 14.2. Mortgage and Intangible Tax Indemnification    148 Section 14.3. ERISA Indemnification    148 Section 14.4. Survival    148 ARTICLE 15 EXCULPATION    149 Section 15.1. Exculpation    149 ARTICLE 16 NOTICES    154 Section 16.1. Notices    154 ARTICLE 17 FURTHER ASSURANCES    155 Section 17.1. Replacement Documents    155 Section 17.2. Execution of Pledge Agreement    155 Section 17.3. Further Acts, etc    156 Section 17.4. Changes in Tax, Debt, Credit and Documentary Stamp Laws    156 Section 17.5. Expenses    157 Section 17.6. Cost of Enforcement    158 Section 17.7. Mortgage Loan Defaults    159 Section 17.8. Discussions with Mortgage Lender and Mezzanine A Lender    160 Section 17.9. Mezzanine A Loan Defaults    161 Section 17.10. Independent Approval Rights    162 ARTICLE 18 WAIVERS    163 20735538.3.BUSINESS     iv TABLE OF CONTENTS (continued) Page Section 18.1. Section 18.2. Modification, Waiver in Writing    163 Section 18.3. Delay Not a Waiver    163 Section 18.4. Trial by Jury    164 Section 18.5. Waiver of Notice    164 Section 18.6. Remedies of Borrower    164 Section 18.7. Cross Default; Cross Collateralization; Waiver of Marshalling of Assets    164 Section 18.8. Waiver of Statute of Limitations    165 Section 18.9. Waiver of Counterclaim    165 ARTICLE 19 GOVERNING LAW    165 Section 19.1. Governing Law    165 Section 19.2. Severability    167 Section 19.3. Preferences    167 ARTICLE 20 MISCELLANEOUS    167 Section 20.1. Survival    167 Section 20.2. Lender’s Discretion    167 Section 20.3. Headings    168 Section 20.4. Schedules Incorporated    168 Section 20.5. Offsets, Counterclaims and Defenses    168 Section 20.6. No Joint Venture or Partnership; No Third Party Beneficiaries    168 Section 20.7. Publicity    169 Section 20.8. Conflict; Construction of Documents; Reliance    169 Section 20.9. Duplicate Originals; Counterparts    170 Section 20.10. Joint and Several Liability    170 Section 20.11. Entire Agreement    170 Section 20.12. Contributions and Waivers    170 Section 20.13. Qualified Brand Franchise Agreements    174 Section 20.14. State Law Provisions    174 Exhibit A        Organizational Chart Exhibit B        Post 1031 Exchange Organizational Chart Exhibit C        Form of U.S. Tax Compliance Certificates Exhibit D        Recycled Entity Certificate Exhibit E        Resignation Letters Schedule I         Mortgage Borrower Schedule II         Allocated Loan Amount Schedule III        Franchise Agreement and Franchisor Schedule IV        Management Agreement and Manager Schedule V        Operating Lease and Operating Lessee Schedule VI        Scheduled PIPs Schedule VII        Reserved Schedule VIII        Reserved Schedule IX        Reserved Schedule X Reserved Schedule XI        Assignment of Management Agreements 20735538.3.BUSINESS     v TABLE OF CONTENTS (continued) Page Schedule XII        Ground Leases Schedule XIII        Select Release Properties Schedule XIV        Prime ROFO Release Properties Schedule XV        Condominium Documents Schedule XVI        Reserved Schedule 4.44        Ground Lease Exceptions Schedule 4.46        Condominium Representation Exceptions Schedule 5.25        Hilton Garden Inn Austin Quality Assurance Inspection Repairs Report 20735538.3.BUSINESS     vi MEZZANINE B LOAN AGREEMENT THIS MEZZANINE B LOAN AGREEMENT, dated as of March 6, 2015 (as amended, “Agreement”), between COLUMN FINANCIAL, INC., having an address at 11 Madison “Lender”) and HH MEZZ BORROWER A-2 LLC and HH MEZZ BORROWER G-2 LLC each a Delaware limited liability company, each having an address c/o Ashford RECITALS: WHEREAS, Column Financial, Inc., as mortgage lender (in such capacity, together with its successors and assigns, “Mortgage Lender”), has made a loan (the “Mortgage Loan”) to the entities set forth on Schedule I attached hereto (collectively, “Mortgage Borrower”), pursuant to that certain Loan Agreement, dated as of the date hereof (as as the same may be amended, restated, replaced, Agreement”), which Mortgage Loan is evidenced by, among other things, the Mortgage Note (as hereinafter defined) and secured by, among other things, the Mortgages (as hereinafter defined); WHEREAS, Column Financial, Inc., as mezzanine lender (in such capacity, together with its successors and assigns, “Mezzanine A Lender” has made a senior mezzanine loan (the “Mezzanine A Loan”) to HH SWAP A LLC and HH SWAP G LLC, each a Delaware limited liability company (collectively, “Mezzanine A Borrower”), pursuant to that certain Mezzanine A Loan Agreement, dated as of the date hereof Loan is evidenced by, among other things, the Note (as defined in the Mezzanine A Loan Agreement) and secured by, among other things, the Mezzanine A Pledge Agreement; WHEREAS, Borrower is the legal and beneficial owner of one hundred percent (100%) of the membership interests in each Mezzanine A Borrower; follows: ARTICLE 1 20735538.3.BUSINESS     1 Section 1.1.    Definitions “1031 Exchange” shall mean the transfer of one hundred percent (100%) of PIM H.H. 1031 LLC’s ownership interests in PIM Highland Holding LLC to Guarantor. has (a) a long-term unsecured debt rating of “A+” or higher by S&P (which rating qualified); (b) either (i) a long-term unsecured debt rating of not less than “A2” by Moody’s (which rating shall not include a “t” or otherwise reflect a termination risk or otherwise be qualified) and a short-term senior unsecured debt rating of at least “P1” from Moody’s (which rating shall not include a “t” or otherwise reflect a termination risk or otherwise be qualified), or (ii) if least “A1” from Moody’s (which rating shall not include a “t” or otherwise reflect a termination risk or otherwise be qualified); and (c) a long-term unsecured debt rating of at least “A” by Fitch (and not on Ratings Watch Negative) and short-term unsecured debt rating of at least “F1” (and not on Ratings Watch Negative) by Fitch. (b)    the Transfer, issuance, conversion or redemption of stock, membership interests and/or partnership interests in a Parent Entity or, after an Advised Entity Transfer, a comparable parent level entity; (c)    the disposal or transfer of worn out or obsolete Personal Property; (d)     other than during the period that is sixty (60) days prior to and sixty (60) days following a Securitization, an Advised Entity Transfer; (e)    a foreclosure of any Other Mezzanine Loan or an assignment in lieu of foreclosure of such Other Mezzanine Loan; and (f)    upon not less than thirty (30) days prior written notice to Lender, a pledge of stock, membership interests and/or partnership interests in a Parent Entity or, after an Advised 20735538.3.BUSINESS     2 Entity Transfer, a comparable parent level entity, to an institutional lender (as agent), provided that such pledge is pursuant to a corporate credit facility made to a Parent Entity which secures all or substantially all of the assets of such Parent Entity and the repayment of the debt which such pledge secures is not tied solely to the cash flow from one or more Individual Properties. “Additional Pledgor” shall mean HH Mezz Borrower D-2 LLC, a Delaware limited liability company. “Adjusted Prime Rate” shall mean an interest rate per annum equal to the Prime Rate in effect from time to time plus five percent (5%) per annum. “Advised Entity” shall mean (a) a private real estate investment trust (or its related operating partnership) or (b) a Public REIT (or its related operating partnership) that, in each case, is externally advised by Ashford, Inc. or its Affiliates. transfer (but not pledge) of one hundred percent (100%) of the indirect equity interests in Borrower and Additional Pledgor to an Advised Entity. Agreement. “Affiliated Manager” shall mean any property manager which is, directly or indirectly, Controlled by, Controlling or under common Control with any Loan Party, Mezzanine C Borrower, Mezzanine D Borrower or any Affiliate of any of the foregoing. “Aggregate PIP Work Costs” shall have the meaning set forth in the Mortgage Loan Agreement. “Agreement” shall have the meaning set forth in the preamble paragraph hereof. “Allocated Loan Amount” shall, for each Individual Property, have the meaning “Alteration Threshold” shall have the meaning set forth in the Mortgage Loan Agreement. 20735538.3.BUSINESS     3 “Annual Budget” shall mean the operating and capital budget for the applicable fiscal year of Borrower, Mezzanine A Borrower or Mortgage Borrower detailing on a monthly basis, consistent with the manner in which Borrower’s, Mezzanine A Borrower’s or Mortgage Borrower’s operating statements are presented, projected cash flow for such fiscal year and all planned capital expenditures for each Individual Property, delivered in accordance with Section 5.11(a)(v) hereof. hereof. “Assignment of Title Insurance Proceeds” shall mean, collectively (i) that certain Assignment of Title Insurance Proceeds Letter made by HH LC Portfolio LLC and receipt acknowledged by Chicago Title Insurance Company and Stewart Title Guaranty Company, dated on or about the date hereof, with respect to the Individual Property known as Residence Inn Tampa Downtown, Tampa, Florida; and (ii) that certain Assignment of Title Insurance Proceeds Letter made by HH Tampa Westshore LLC and receipt acknowledged by Chicago Title Insurance Company and Stewart Title Guaranty Company, dated on or about the date hereof, with respect to the Individual Property known as Hilton Tampa Airport Westshore, Tampa, Florida. “Austin Condominium” shall mean the condominium regime established with respect to the Individual Property located in Austin, Texas pursuant to the Austin Condominium Documents. “Austin Condominium Documents” shall mean those documents set forth on Schedule XV attached hereto, as each of the same may be amended, restated, replaced or of this Agreement. “Austin License Agreement” shall mean that certain License Agreement, dated February 9, 1998, from City of Austin, as licensor, to HH Austin Hotel Associates, L.P, as successor-in-interest to Highland Hospitality, L.P., as successor-in-interest to THI Austin L.P., as licensee, as the same may be “Austin Parking Agreement” shall mean that certain Parking Lease (Sheraton Austin Hotel Parking Garage) dated November 16, 1994 by and between Waller Hotel G.P., Inc., as landlord and Sabine-Waller Creek, Ltd., as tenant, recorded in the real property records of Travis County, Texas at Volume 12365 Page 1752, as amended by that certain First Amendment to Parking Lease dated December 12, 2006 by and between CP Austin Hotel, L.P., as landlord, and RMC 2004 Portfolio I, LP and RMC 2004 Investors 1-34, LLC, collectively as tenant, recorded in the real property records of Travis County, Texas as Document # 20085130701, as the same 20735538.3.BUSINESS     4 “Austin Skybridge Agreement” shall mean that certain Amended and Restated Skybridge Maintenance and Easement Agreement dated November 16, 1994 by and between Sabine-Waller Creek, Ltd. and Waller Hotel G.P., Inc., recorded in the real property records of Travis County, Texas at Volume 12365 Page 1808, as amended by that certain First Amendment to Amended and Restated Skybridge Maintenance and Easement Agreement dated December 12, 2006 by and between CP Austin Hotel, L.P., as hotel owner, and RMC 2004 Portfolio I, LP and RMC 2004 Investors 1-34, LLC, collectively as office owner, recorded in the real property records of Travis County, Texas as Document # 2007014688, as the same may be Property. rights. “Borrower” shall have the meaning set forth in the preamble paragraph hereof. “Boston Restaurant and Bar Lease” shall mean that certain Lease, dated as of February 1, 2006, by HH FP Portfolio LLC, as landlord, and The Boston Leco Corp., as tenant, as amended by that certain First Amendment to Lease, dated as of January 2013. “Boston Valet Agreement” shall mean that certain Management Agreement, dated January 1, 2004, between Patriot American Hospitality Partnership, L.P., DBA “Wyndham Tremont Boston” a Virginia Limited Partnership (predecessor in interest to HH FP Portfolio LLC), and LAZ Parking  LTD., Inc., a Massachusetts corporation, as amended by that certain Amendment No. 1 to Management Agreement, dated September 13, 2008, between HH FP Portfolio LLC and LAZ Parking LTD, LLC. manages a brand owned by a Qualified Brand. determination 20735538.3.BUSINESS     5 England. Agreement. Loan Agreement. Agreement. “Collateral” shall mean (i) the Collateral (as defined in the Pledge Agreement) and (ii) all other collateral for the Loan granted under the Loan Documents. Collateral Assignment of Interest Rate Cap Agreement (Mezzanine B Loan), dated as of the date hereof, executed by Borrower in connection with the Loan for the “Common Charges” shall have the meaning set forth in Section 4.46 hereof. corresponding to the next Payment Date. Property, or any interest therein or right accruing 20735538.3.BUSINESS     6 such Individual Property or any part thereof. “Condominium” shall mean, individually and/or collectively (as the context requires), (a) the Austin Condominium, (b) the Gaithersburg Condominium, (c) the Portsmouth Condominium and (d) the Sugar Land Condominium. “Condominium Board” shall mean, with respect to each Condominium, the board of directors of the applicable condominium association or governing body. “Condominium Charges” shall have the meaning set forth in the Mortgage Loan Agreement. “Condominium Documents” shall mean, individually and/or collectively (as the context requires), (a) the Austin Condominium Documents, (b) the Gaithersburg Condominium Documents, (c) the Portsmouth Condominium Documents and (d) the Sugar Land Condominium Documents. “Condominium Law” shall mean all applicable local, state and federal laws, rules and regulations which effect the establishment and maintenance of condominiums in the applicable State where each Condominium(s) is located. branch profits Taxes. “Consequential Loss” shall have the meaning set forth in Section 2.5(g)(i) hereof. correlative meanings. “Covered Rating Agency Information” shall have the meaning specified in Section 13.5(f) hereof. “Credit Suisse” shall have the meaning set forth in Section 13.5(b) hereof. insolvency, reorganization, conservatorship, arrangement, adjustment, winding 20735538.3.BUSINESS     7 “CY Savannah Parking Lease” shall mean that certain Lease Agreement, dated June 23, 2006, by and between The Mayor and Aldermen of the City of Savannah, Georgia, as landlord, and HH LC Portfolio LLC, as tenant. thereon and all other sums (including, without limitation, any Spread Maintenance Premium or other penalty or premium) due to Lender in respect of the Document. Loan Agreement. “Deemed Approval Standard” shall mean, with respect to any matter subject to the Deemed Approval Standard, such approval not to be unreasonably withheld, conditioned or delayed, provided that: (i) no event of default shall have occurred and be continuing (either at the date of any notices specified below or as of the effective date of any deemed approval), (ii) Borrower shall have sent Lender a written request for approval with respect to such matter (the “Initial Notice”), which such Initial Notice shall have been (A) accompanied by any and all required information and documentation relating thereto as may be reasonably required in order to approve or disapprove such matter (the “Approval Information”) and (B) marked in bold lettering with the following language: LENDER” and the envelope containing the Initial Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”; (iii) Lender shall have failed to respond in writing (which may be by e-mail) to the Initial Notice within the aforesaid time-frame; (iv) Borrower shall have submitted a second request for approval with respect to such matter in accordance with the applicable terms and conditions hereof (the “Second Notice”), which such Second Notice shall have been (A) accompanied by the Approval Information and (B) marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the Second Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”; and (v) Lender shall have failed to respond in writing (which may be by email) to the Second Notice within the aforesaid time-frame. For purposes of clarification, Lender reasonably requesting additional and/or clarified information shall restart the applicable 20735538.3.BUSINESS     8 time period upon delivery of all such information for purposes of the foregoing. In the event Lender fails to grant or withhold its approval and consent to the matter that is the subject of a Borrower request within the time periods specified in the Deemed Approval Standard, then, so long as no Event of Default granted. Borrower shall pay any out-of-pocket costs and expenses incurred by Lender and Lender’s then current administrative or approval fee not to exceed $5,000 per request for approval and consent by Lender. “Deposit Account” shall have the meaning set forth in the Mortgage Loan Agreement. “Deposit Account Agreement” shall have the meaning set forth in the Mortgage Loan Agreement. “Deposit Bank” shall have the meaning set forth in the Mortgage Loan Agreement. Accrual Period. “E013224” shall have the meaning set forth in Section 4.38 hereof. “EBI” shall mean EBI Consulting. capacity is subject to the regulations regarding fiduciary funds on deposit 20735538.3.BUSINESS     9 term unsecured debt obligations of which are rated at least “A+” (or its funds are held for more than thirty (30) days), or (b) such other depository institution for which a Rating Agency Confirmation has been obtained. “Embargoed Person” shall have the meaning set forth in Section 4.38 hereof. “Environmental Consultant” shall mean EBI or any other environmental professional acceptable to Lender. Agreement (Mezzanine B Loan), dated as of the date hereof, executed by Borrower to time. “Environmental Report” shall mean, individually and/or collectively (as the context may require), those certain Phase I environmental reports (or Phase II environmental reports, if required) with respect to each Individual Property and the Previously-Owned Property delivered by Borrower to Lender in connection with the origination of the Loan. “Equity Collateral” shall have the meaning set forth in Section 13.8 hereof. Lender with respect to an applicable interest in the Loan pursuant to a law in 20735538.3.BUSINESS     10 “Extended Franchise Agreement” shall mean any extension of a Franchise Agreement on the same terms as the related Franchise Agreement in effect on the Closing Date, except that such Franchise Agreement shall have a term ending more than five (5) years after the final extended Maturity Date and is otherwise entered into in accordance with the terms of this Agreement and Lender shall have received a new comfort letter (or reaffirmation of the related comfort letter delivered on the Closing Date) in form and substance reasonably acceptable to Lender. “Extended Management Agreement” shall mean any extension of a Management Agreement on the same terms as the related Management Agreement in effect on the Closing Date, except that such Management Agreement shall have a term ending more than five (5) years after the final extended Maturity Date and is otherwise entered into in accordance with the terms of this Agreement and Lender shall have received a new assignment and subordination of management agreement (or reaffirmation of the related assignment and subordination of management agreement delivered on the Closing Date) in form and substance reasonably acceptable to Lender. “Extended Maturity Date” shall have the meaning set forth in Section 2.5(c) hereof. “Extension Fee” shall mean, with respect to the exercise of each Extension Option (other than the first Extension Option), 0.125% of then outstanding principal amount of the Note. There will be no Extension Fee due in connection with the exercise of the first Extension Option. Code. (including, without limitation, signs and computer hardware and software) Individual Property. 20735538.3.BUSINESS     11 “First Colony Condominium” shall have the meaning set forth on Schedule XV attached hereto. “Franchise Extension Payment” shall have the meaning set forth in Section 5.43 hereof. “Free Prepayment Amount” shall have the meaning set forth in Section 2.6 hereof. “Gaithersburg Condominium” shall mean the condominium regimes established with respect to the Individual Property located in Gaithersburg, Maryland pursuant to the Gaithersburg Condominium Documents. “Gaithersburg Condominium Documents” shall mean those documents set forth on Schedule XV attached hereto, as each of the same may be amended, restated, “Gaithersburg Parking Agreement” shall mean, collectively, (i) that certain Temporary Parking Easement Agreement dated August 4, 1988, by and between Washingtonian Investors Limited Partnership, Washingtonian Center Development Limited Partnership and Washingtonian Center Associates Inc. recorded in Liber 8429, folio 187, as may be amended from time to time pursuant to its terms and the Agreement; (ii) that certain Declaration of Parking Easement Agreement and Modification of Temporary Parking Easement Agreement recorded in Liber 9237, folio 166, as may be amended from time to time pursuant to its terms and the Agreement; (iii) that certain Parking Easement Agreement dated January 31, 1994, by and between Federal 20735538.3.BUSINESS     12 Deposit Insurance Corporation and RIO Associates Limited Partnership, recorded in Liber 12275, folio 292, as may be amended from time to time pursuant to its terms and the Agreement; (iv) that certain Parking Facilities and Easement Agreement dated January 14, 1998, by and between Washingtonian Associates, L.C. and RIO Associates Limited Partnership, recorded in Liber 15725, folio 146, as may be amended from time to time pursuant to its terms and the Agreement; and (v) that certain Amended and Restated Parking Facilities and Easement Agreement dated as of March 31, 2003, by and between Washingtonian Lake L.L.C., Washingtonian Office Associates, LLC, RIO Center Associates Limited Partnership, Theodore Pedas Revocable Trust/RIO Center, LLC, James Pedas Revocable Trust/RIO Center, LLC and Peterson RIO Center, L.L.C., recorded in Liber 23525, folio 206, and re-recorded on October 19, 2003 in Liber 25495, folio 693, as may be amended from time to time pursuant to its terms and the Agreement. “Gaithersburg Waterfront Association Agreement” shall mean, collectively, (i) that certain Declaration of Covenants, Conditions, Easements and Restrictions for Washingtonian Waterfront Commercial Association, Inc. dated April 1, 2003 by Washingtonian Lake, L.L.C. and Washingtonian Office Associates, LLC, recorded in Liber 23525, folio 244, as amended by Declaration Supplement dated April 1, 2003, by and between Washingtonian Lake, L.L.C., Washingtonian Office Associates, LLC and CY-Gaithersburg, LLC, recorded in Liber 23525, folio 461, as further amended by Declaration Supplement dated April 1, 2003, by and between Liber 23525, folio 372, in each case in the Land Records of Montgomery County, Maryland, as such documents may be amended from time to time pursuant to their terms and the Agreement; and (ii) the articles, by-laws, plats and plans and other operating documents under which the Washingtonian Waterfront Commercial Association, Inc. is organized and operated, as such documents may be amended from time to time pursuant to their terms and the Agreement. of Accounts and GAAP, including without limitation, all income and proceeds and/or banquet space within the Properties including net parking revenue, all income and proceeds received from food and beverage operations and from catering services conducted from the Properties even though rendered outside of the Properties, all income and proceeds from business interruption, rental interruption and use and occupancy insurance with respect to the operation of the Properties (after deducting therefrom all necessary costs and expenses incurred in the adjustment or collection thereof), all Awards for temporary use (after deducting therefrom all costs incurred in the adjustment or collection thereof and in Restoration of the Properties), all income and proceeds from judgments, settlements and other resolutions of disputes 20735538.3.BUSINESS     13 with respect to the foregoing matters which would be includable in this and interest on Mortgage Loan Reserve Funds and any reserves held pursuant to the Mezzanine A Loan Agreement or this Agreement, but specifically excluding (1) gross receipts received by lessees, licensees or concessionaires of the Properties, (2) intentionally omitted, (3) goods and services to be provided at other hotels, although arranged by, for or on behalf of Mortgage Borrower or Manager, (4) income and proceeds from the sale or other disposition of goods, capital assets and other items not in the ordinary course of the operation of the Properties, (5) federal, state and municipal excise, sales and use taxes gratuities collected by employees at the Properties, (6) the proceeds of any permitted financing, (7) other income or proceeds resulting other than from the use or occupancy of the Properties or any part thereof, other than from the sale ordinary course of business, and (8) any credits or refunds made to customers, recorded revenues. “Ground Lease” shall mean, individually and/or collectively, as the context may require, those certain ground leases set forth on Schedule XII attached hereto. “Ground Lease Reserve Account” shall have the meaning set forth in the Mortgage Loan Agreement. “Ground Leased Property” shall mean, individually and/or collectively (as the context requires), all or any portion of any Individual Property that is subject to a Ground Lease. “Ground Lessor Estate” shall mean, individually and/or collectively, as the context requires, (i) with respect to any Ground Leased Property (other than the Individual Property located in Palm Springs, California), the fee interest of the lessor under the applicable Ground Lease in the real property and the improvements demised under such Ground Lease and (ii) with respect to the Individual Property located in Palm Springs, California, the leasehold interest of the lessor under the applicable Ground Lease in the real property and the improvements demised under such Ground Lease. “Guarantor” shall mean Ashford or, if the context requires, any Replacement Guarantor and/or additional guarantor in accordance with the terms hereof. 20735538.3.BUSINESS     14 as of the date hereof, executed by Guarantor in connection with the Loan for the “HHSD” shall mean HH Swap D LLC, a Delaware limited liability company. “Hilton” shall mean Hilton Hotels & Resorts. “Hyatt” shall mean Hyatt Hotels Corporation. “IHG” shall mean InterContinental Hotels Group]. which obligations such Person otherwise assures a creditor against loss, and (vii) any other amounts substantially similar to those listed in clauses (i) Creditors Rights Laws proceeding, (vii) any officers, directors, shareholders, or as part of or following a foreclosure of the Pledge Agreement. 20735538.3.BUSINESS     15 Securitization is not acceptable to the Rating Agencies, another nationally recognized company reasonably approved by Lender and if required by Lender after a Securitization, the Rating Agencies, in each case that is not an Affiliate of such corporation or limited liability company and that provides professional independent directors or managers and other corporate services in the ordinary independent director or manager be: or Affiliates (other than as an independent director or manager of such corporation or limited liability company or an Affiliate of such corporation or corporation or limited liability company and that is required by a creditor to be a single purpose bankruptcy remote entity, provided that such independent director or manager is employed by a company that routinely provides professional independent directors or managers in the ordinary course of business); of professional services) to such corporation or limited liability company or any of its respective equityholders or Affiliates (other than a nationally recognized company that routinely provides professional independent directors or managers and other corporate services to such corporation or limited liability directly, indirectly or otherwise) any of the Persons referred to in clauses “special purpose entity” affiliated with such corporation or limited liability company shall nonetheless be qualified 20735538.3.BUSINESS     16 to serve as an independent director or manager of such corporation or limited liability company, provided that (a) such “special purpose entity” is not in the direct chain of ownership of such corporation or limited liability company and (b) the fees that such individual earns from serving as independent directors or managers of such Affiliates in any given year constitute in the aggregate less substantially similar to those contained in Section 6.1 hereof. Notwithstanding any of the foregoing to the contrary, at no time shall the Independent Director of any Borrower or Additional Pledgor also be an Independent Director (as such term is defined herein, in the Mortgage Loan Agreement and in each Other Mezzanine Loan Agreement) of any Mortgage Borrower, Other Mezzanine Borrower, Operating Lessee, HHSD or Additional Pledgor (as such term is defined in each Other Mezzanine Loan Agreement). willful disregard of, or bad faith or gross negligence with respect to, such Independent Director’s duties under the applicable organizational documents, (ii) such Independent Director engaging in or being charged with, or being to such Independent Director, (iii) such Independent Director is unable to incapacity, (iv) the fees charged for such services of such Independent Director are materially in excess of the fees charged by other providers of Independent Directors listed in the definition of “Independent Director” or (v) such Independent Director no longer meeting the definition of Independent Director in this Agreement. thereon and all Personal Property owned or leased by Mortgage Borrower and encumbered by a Mortgage, together with all rights pertaining to such Property and Improvements, as more particularly described in each Mortgage and referred “Initial Maturity Date” shall mean the Payment Date occurring in April, 2017. Agreement. Agreement. “Intercreditor Agreement” shall have the meaning set forth in Section 13.10 hereof. Day in the month in which such 20735538.3.BUSINESS     17 Payment Date occurs; provided, however, that (x) if Lender has elected pursuant to Section 2.4(e)(i) to change the Selected Day in connection with a Securitization to a day that is earlier in the month than the Selected Day as previously defined, then the Interest Accrual Period applicable to the first Payment Date after the Securitization Closing Date will begin on and include the Selected Day (as changed) in the month preceding the month in which such Payment Date occurs and end on but exclude the Selected Day (as changed) in the month in which such Payment Date occurs and (y) if Lender has elected to change the Selected Day in connection with a Securitization to a day that is later in the month than the Selected Day as previously defined, then the Interest Accrual Period applicable to the first Payment Date after the Securitization Closing Date will begin on and include the Selected Day (as defined prior to such change) in the month preceding the month in which such Payment Date occurs and end on but exclude the Selected Day (as changed) in the month in which such Payment Date occurs. Notwithstanding the foregoing, if Lender so elects pursuant to Section 2.4(e)(i), the “Interest Accrual Period” with respect to the first Payment Date after the Securitization Closing Date and each Payment Date thereafter shall be the calendar month preceding such Payment Date. Period, an interest rate per annum equal to four and five hundred and sixty five one-thousandths percent (4.565%); and (b) with respect to each Interest Accrual Period thereafter, through and including the Interest Accrual Period during which the Maturity Date occurs, an interest rate per annum equal to (i) the LIBOR Rate (in all cases where clause (ii) below does not apply), or (ii) the Adjusted Prime Rate, to the extent provided in accordance with the provisions of Section 2.4(b) hereof. Lender pursuant to the Collateral Assignment of Interest Rate Cap Agreement. The Interest Rate Cap Agreement shall (a) be governed by the laws of the State of principal balance of the Loan, (c) have a term ending on the last day of the Interest Accrual Period during which the Initial Maturity Date occurs, and (d) require the interest rate cap provider to make payments on a Payment Date to or for the benefit of Borrower from time to time equal to the product of (i) the notional amount of such Interest Rate Cap Agreement and (ii) the excess, if any, of LIBOR over the LIBOR Cap Strike Rate. Following the delivery of a Replacement Interest Rate Cap Agreement to Lender pursuant to the terms of this Agreement, “Interim Interest Accrual Period” shall mean, with respect to the Loan, the period from and including the Closing Date through but excluding the Selected Day first occurring after the Closing Date, provided, however, there shall be no “Interim Interest Accrual Period” in the event the Closing Date occurs on a Selected Day. 20735538.3.BUSINESS     18 interest. Individual Property. Collateral or the Mezzanine A Collateral, all statutes, laws, rules, orders, Authorities affecting Borrower, Mezzanine A Borrower, HHSD, Mortgage Borrower, Operating Lessee, Additional Pledgor, Mezzanine A Additional Pledgor, such Individual Property or any part thereof or the Collateral or any part thereof, or the Mezzanine A Collateral or any part thereof, or the construction, use, alteration, ownership or operation thereof (including, without limitation, all Condominium Laws), whether now or hereafter enacted and in force, and all instruments, either of record or known to Borrower, Mezzanine A Borrower, or Mortgage Borrower, at any time in force affecting such Borrower, Mezzanine A Borrower, HHSD, Mortgage Borrower, Operating Lessee, Additional Pledgor, Mezzanine A Additional Pledgor, Individual Property or any part thereof, the Collateral or any part thereof or the Mezzanine A Collateral or any part “Lender” shall have the meaning set forth in the preamble paragraph hereof. “LIBOR” shall mean, with respect to each Interest Accrual Period, a rate of interest per annum obtained by dividing: (a)    the rate for deposits in U.S. dollars (with respect to the period equal or comparable to the applicable Interest Accrual Period) that appears on Reuters the related Determination Date. 20735538.3.BUSINESS     19 dollars (with respect to the period equal or comparable to the applicable Interest Accrual Period) that appear on the Reuters Screen LIBOR01 Page as of of 11:00 a.m., London time, on such Determination Date for the then outstanding principal amount of the Loan. If at least two (2) such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, Lender shall request any three (3) major banks in New York City selected by Lender to provide such bank’s rate (expressed applicable Determination Date for the then outstanding principal amount of the arithmetic mean of such rates, by (b)    a percentage equal to one hundred percent (100%) minus the applicable Reserve Percentage then in effect. LIBOR shall be rounded upward to the nearest the nearest 1/1000th of one percent and may or may not be the lowest rate based upon the market for U.S. Dollar deposits in the London Interbank Eurodollar Market at which Lender prices loans “LIBOR Cap Strike Rate” shall mean (a) with respect to the Interest Rate Cap Agreement in place as of the Closing Date, two and ninety-one one hundredths percent (2.91%) per annum and (b) with respect to any Replacement Interest Rate Cap Agreement required in connection with the exercise of any Extension Option, a per annum rate of interest which, when added to the LIBOR Margin then in effect, would result in a Debt Service Coverage Ratio (calculated based on the then current Underwritten Net Cash Flow and assuming that the LIBOR Rate is equal to the sum of the LIBOR Margin plus the Extension LIBOR Strike Price) of not less than 1.30:1.00 (the “Extension LIBOR Strike Price”). “LIBOR Loan” shall mean, with respect to the Loan, at such time as interest thereon accrues at the LIBOR Rate. “LIBOR Margin” shall mean 4.39%. 20735538.3.BUSINESS     20 “LIBOR Rate” shall mean the sum of (i) LIBOR plus (ii) the LIBOR Margin for the Loan provided, however, in no event shall LIBOR be deemed to be less than zero. The determination of the LIBOR Rate by Lender shall be binding upon Borrower absent manifest error. on or affecting Borrower, Mezzanine A Borrower, Mortgage Borrower, or any direct or indirect interest in Borrower, Mezzanine A Borrower or Mortgage Borrower, the related Individual Property, any portion thereof or any interest therein or the Collateral, any portion thereof or any interest therein or the Mezzanine A Collateral or any portion thereof or interest therein, including, without Loan Default, including without limitation a foreclosure sale, (iv) a Transfer of all or any portion of the Mezzanine A Collateral in connection with realization thereon by Mezzanine A Lender following a Mezzanine A Loan Default, including, without limitation, a foreclosure sale, (v) any refinancing of any Individual Property, the Mortgage Loan or the Mezzanine A Loan and (vi) the receipt by Mortgage Borrower of any excess proceeds realized under its Owner’s Title Policy after application of such proceeds by Mortgage Lender pursuant to Agreement. Agreement, the Environmental Indemnity, the Guaranty, the Subordination of the Post Closing Agreement, the PIP Guaranty, the Assignment of Title Insurance Proceeds, the Recycled SPE Certificates, the Operating Lease Subordination Agreement and any and all other documents, agreements and certificates executed “Loan Party” shall mean each of Borrower, Mezzanine A Borrower, Mortgage Borrower, HHSD, Additional Pledgor, Mezzanine A Additional Pledgor, Operating Lessee, SPE Component Entity, Mezzanine A SPE Component Entity, Mortgage Borrower SPE Component Entity, and Guarantor. 20735538.3.BUSINESS     21 “LTV Ratio” shall mean, as of the date of its calculation, the ratio of (a) the unpaid aggregate principal balance of the Loan, the Mezzanine A Loan and the Mortgage Loan as of the date of such calculation to (b) to the value of the remaining Properties (as determined by Lender, in its sole discretion, using any commercially reasonable valuation method permitted to a REMIC Trust, but based solely on the value of real property and excluding personal property and “Major Lease” shall mean as to each Individual Property (i) any Lease which, individually or when aggregated with all other leases at any Individual Property with the same Tenant or its Affiliate (and assuming any expansion rights and other preferential rights to lease additional space set forth in such Lease have been exercised) demises 20,000 square feet or more of such Individual Property’s first refusal or other similar entitlement to acquire all or any portion of any Individual Property, (iii) any Lease under which the Tenant is an Affiliate of Mortgage Borrower or Guarantor or is not the result of arm’s length negotiations, (iv) any Lease that is entered into during the continuance of an Event of Default or (v) any instrument guaranteeing or providing credit support “Manager” shall mean each manager as further described on Schedule IV attached 20735538.3.BUSINESS     22 state law relating to bankruptcy or insolvency, to seek or consent to the of its property or the Collateral, to make any assignment for the benefit of current use or operation of any Individual Property, the Collateral or the Mezzanine A Collateral, the business, operations or condition (financial or otherwise) of Borrower, Mezzanine A Borrower, Mezzanine A Additional Pledgor, HHSD, Mortgage Borrower, Operating Lessee, Additional Pledgor or Guarantor, the security intended to be provided by the Pledge Agreement, the Mezzanine A Pledge Agreement or the Mortgage, the current ability of the Properties to generate sufficient cash flow to service the Loan, the Mezzanine A Loan and the Mortgage Loan, or Borrower’s, Mezzanine A Borrower’s or Mortgage Borrower’s ability to pay its obligations when due, or Borrower’s, Mezzanine A Borrower’s, HHSD’s, Mortgage Borrower’s, Mezzanine A Borrower’s, Operating Lessee’s, Additional Pledgor’s, Mezzanine A Additional Pledgor or Guarantor’s ability to perform its obligations under the Loan Documents, the Mezzanine A Loan Documents or the Mortgage Loan Documents, as applicable, to which it is a party. on no more than thirty (30) days notice (other than the Management Agreements, the Franchise Agreements, the Leases, the Operating Leases, the Condominium Documents, the Ground Leases and any contract or agreement entered into with respect to any Individual Property or on the behalf of Operating Lessee, Borrower, Mezzanine A Borrower, Mortgage Borrower and/or any other Loan Party by Manager pursuant to the Management Agreement). “Mezzanine A Additional Pledgor” shall mean HH Mezz Borrower D-1 LLC, a Delaware limited liability company. 20735538.3.BUSINESS     23 “Mezzanine A Borrower” shall mean, individually and/or collectively (as the context requires), HH Swap A LLC and HH Swap G LLC, each a Delaware limited liability company. “Mezzanine A Cash Management Account” shall mean the “Substitute Cash Management Accounts” as defined in the Mezzanine A Loan Agreement. “Mezzanine A Collateral” shall mean “Collateral” as such term is defined in the “Mezzanine A Lender” shall have the meaning set forth in the Recitals. “Mezzanine A Loan” shall have the meaning set forth in the Recitals. “Mezzanine A Loan Cash Management Provisions” shall mean the terms and provisions of the Mezzanine A Loan Documents relating to the Mezzanine A Cash Management Account. A Loan Agreement. “Mezzanine A Loan Documents” shall mean all documents or instruments evidencing, securing or guaranteeing the Mezzanine A Loan, including without limitation, the Casualty or Condemnation to a Property. “Mezzanine A Loan Reserve Funds” shall mean any reserve funds required to be established and maintained under the Mezzanine A Loan Documents. “Mezzanine A Pledge Agreement” shall mean “Pledge Agreement” as such term is “Mezzanine A SPE Component Entity” shall mean “SPE Component Entity” as such term is defined in the Mezzanine A Loan Agreement. “Mezzanine Borrower” shall mean, individually and/or collectively (as the context requires), Borrower, Mezzanine A Borrower, Mezzanine C Borrower and Mezzanine D Borrower. “Mezzanine B Loan Subaccount” shall have the meaning set forth in the Cash Management Agreement. 20735538.3.BUSINESS     24 “Mezzanine C Borrower” shall mean, individually and/or collectively (as the context requires), HH Mezz Borrower A-3 LLC and HH Mezz Borrower G-3 LLC, each a “Mezzanine C Collateral” shall mean “Collateral” as such term is defined in the “Mezzanine C Lender” shall mean the owner and holder of the Mezzanine C Loan. “Mezzanine C Loan” shall mean that certain loan made by Mezzanine C Lender to Mezzanine C Borrower on the date hereof pursuant to the Mezzanine C Loan Agreement. dated as of the date hereof between Mezzanine C Borrower and Mezzanine C Lender, as the same may be amended, restated, replaced, supplemented, split or otherwise modified from time to time pursuant to the terms of the Mezzanine C Loan Documents. C Loan Agreement. “Mezzanine C Loan Documents” shall mean all documents or instruments evidencing, securing or guaranteeing the Mezzanine C Loan, including without limitation, the “Mezzanine C Release Price” shall mean “Release Price” as such term is defined in the Mezzanine C Loan Agreement. “Mezzanine D Borrower” shall mean, individually and/or collectively (as the context requires), HH Mezz Borrower A-4 LLC and HH Mezz Borrower G-4 LLC, each a “Mezzanine D Collateral” shall mean “Collateral” as such term is defined in the Mezzanine D Loan Documents. “Mezzanine D Lender” shall mean the owner and holder of the Mezzanine D Loan. “Mezzanine D Loan” shall mean that certain loan made by Mezzanine D Lender to Mezzanine D Borrower on the date hereof pursuant to the Mezzanine D Loan Agreement. “Mezzanine D Loan Agreement” shall mean that certain Mezzanine D Loan Agreement dated as of the date hereof between Mezzanine D Borrower and Mezzanine D Lender, modified from time to time pursuant to the terms of the Mezzanine D Loan Documents. 20735538.3.BUSINESS     25 “Mezzanine D Loan Default” shall mean an “Event of Default” under the Mezzanine D Loan Agreement. “Mezzanine D Loan Documents” shall mean all documents or instruments evidencing, securing or guaranteeing the Mezzanine D Loan, including without limitation, the “Mezzanine D Release Price” shall mean “Release Price” as such term is defined in the Mezzanine D Loan Agreement. “Mezzanine Entities” shall have the meaning set forth in Section 7.4 hereof. “Mezzanine Option” shall have the meaning set forth in Section 13.8 hereof. “Minimum Net Worth Requirement” shall mean a Net Worth (exclusive of the Properties) equal to One Hundred Million and No/100 Dollars ($100,000,000.00). affect or impair the value or marketability of any Individual Property. interest. interest. secure debt and security agreement, dated as of the date hereof, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering an Individual Property, as the same may be amended, restated, replaced, “Mortgage Borrower” shall mean, individually and/or collectively (as the context requires), those entities set forth on Schedule I attached hereto. “Mortgage Borrower SPE Component Entity” shall mean “SPE Component Entity” as 20735538.3.BUSINESS     26 “Mortgage Loan” shall have the meaning set forth in the Recitals. limitation, those relating to “Reserve Accounts” and the “Cash Management Account” as such terms is defined in the Mortgage Loan Agreement). Agreement. securing or guaranteeing the Mortgage Loan, including without limitation, the Mortgage Loan Agreement. “Mortgage Loan Reserve Accounts” shall mean the “Reserve Accounts” as defined in Mortgage Loan Agreement. “Mortgage Loan Restoration Provisions” shall mean the terms and conditions of the Mortgage Loan Agreement relating to Restoration in connection with a Casualty and/or Condemnation of the Property. disposition or liquidation, less (i) in the event of a Liquidation Event consisting of a Casualty or Condemnation, Lender’s, Mezzanine A Lender’s and/or Condemnation, the costs incurred by Mortgage Borrower and/or Mezzanine A Borrower in connection with a Restoration of all or any portion of the applicable Property made in accordance with the Mortgage Loan Documents or the Mezzanine A Loan Documents, as applicable, (iii) in the event of a Liquidation Event consisting of a Casualty or Condemnation or a Transfer, amounts required or permitted to be deducted therefrom and amounts paid pursuant to the Mortgage Loan Documents to Mortgage Lender, and amounts required or permitted to be deducted therefrom and the amounts paid pursuant to the Mezzanine A Loan Documents to Mezzanine A Lender (including amounts paid to Mezzanine A Lender under any Owners’ Title Policy), (iv) in the case of a foreclosure sale, disposition or transfer of the Property 20735538.3.BUSINESS     27 in connection with realization thereon following a Mortgage Loan Default, such (including attorneys’ fees and brokerage commissions) incurred by Lender, (v) in receive reimbursement for under the terms of the Mortgage Loan Documents, (vi) in the case of a refinancing of the Mortgage Loan or Mezzanine A Loan, such costs and expenses (including attorneys’ fees) of such refinancing incurred by Lender, (vii) the amount of any prepayments required pursuant to the Mortgage Loan Documents in connection with any such Liquidation Event; (viii) in the case of a foreclosure sale, disposition or Transfer of any Mezzanine A Collateral with realization thereon following a Mezzanine A Loan Default, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions) and (ix) in the case of a foreclosure sale of any Mezzanine A Collateral, such costs and expenses incurred by Mezzanine A Lender under the Mezzanine A Loan Documents as Mezzanine A Lender shall be entitled to receive reimbursement for under the terms of the Mezzanine A Loan Documents. Agreement. “Net Worth” shall mean net worth as calculated in accordance with GAAP (or other principles acceptable to Lender); provided, however, such calculation shall be based upon the undepreciated book value of assets. “New Additional Pledgor” shall have the meaning set forth in Section 13.8 hereof. “New Mezzanine Borrower” shall have the meaning set forth in Section 13.8 hereof. opinion(s) from the counsel to Borrower and Additional Pledgor that delivered the Non-Consolidation Opinion or other outside counsel to Borrower and Additional Pledgor reasonably acceptable to Lender, in form and substance satisfactory to Lender and, after a Securitization, the Rating Agencies, and which is required to be delivered subsequent to the Closing Date pursuant to, and in connection with, this Agreement. “New Note” shall have the meaning set forth in Section 13.9 hereof. “Non-Consolidation Opinion” shall mean, collectively (i) that certain bankruptcy non-consolidation opinion dated the date hereof delivered by Gardere Wynne Sewell LLP in connection with the Loan and relating to Borrower and (ii) that certain bankruptcy non-consolidation opinion dated the date hereof delivered by Gardere Wynne Sewell LLP in connection with the Loan and relating to Additional Pledgor. 20735538.3.BUSINESS     28 “Note” shall mean that certain Mezzanine B Promissory Note of even date herewith in the principal amount of $50,000,000.00, made by Borrower in favor of Lender, “Obligations” shall mean the Debt and all other amounts and other obligations of Borrower or any other Loan Party under each Loan Document. Service, debt service due on each Other Mezzanine Loan and the Mortgage Loan, deposits to any reserves required pursuant to the terms of the Mezzanine A Loan Agreement or this Agreement, any expenses (including legal, accounting and other making of the Loan or the sale, exchange or transfer of all or any portion of the Properties or in connection with the recovery of Insurance Proceeds or Awards which are applied to prepay the Note, and any item of expense which would above but is paid directly by any Tenant. “Operating Lease” shall mean those certain Operating Lease Agreements executed by Mortgage Borrower, as lessor, and Operating Lessee, as lessee, as further described on Schedule V attached hereto, as the same may be amended or modified “Operating Lease Subordination Agreement” shall mean that certain Operating Lease Subordination Agreement (Mezzanine B Loan) dated the date hereof between Lender and Operating Lessee, as the same may be amended or modified from time to time in accordance with the terms and provisions of this Agreement. “Operating Lessee” shall mean, individually and/or collectively (as the context may require) the operating lessees as further described on Schedule V attached hereto. 20735538.3.BUSINESS     29 “Other Mezzanine Borrower” shall mean, individually and/or collectively (as the context may require), Mezzanine A Borrower, Mezzanine C Borrower and Mezzanine D Borrower. “Other Mezzanine Collateral” shall mean, individually and/or collectively (as the context may require), Mezzanine A Collateral, Mezzanine C Collateral and Mezzanine D Collateral. “Other Mezzanine Loan” shall mean, individually and/or collectively (as the context may require), the Mezzanine A Loan, the Mezzanine C Loan and the Mezzanine D Loan. “Other Mezzanine Loan Agreement” shall mean, individually and/or collectively (as the context may require), the Mezzanine A Loan Agreement, the Mezzanine C Loan Agreement and the Mezzanine D Loan Agreement. “Other Mezzanine Loan Documents” shall mean, individually and/or collectively (as the context may require), the Mezzanine A Loan Documents, the Mezzanine C Loan Documents and the Mezzanine D Loan Documents. 20735538.3.BUSINESS     30 assignment. terms of the applicable Management Agreement (or Replacement Management such date may be extended by Franchisor or Manager from time to time, provided that Lender shall have promptly received notice of such extension. “Owner’s Title Policy” shall mean that certain ALTA extended coverage owners’ Mortgage Loan (or, if no such policy was issued at such time, the then existing owner’s policy of title insurance) insuring the Mortgage Borrower as the owner of the applicable Property. financing. Hospitality Limited Partnership, (v) PIM Highland TRS Corporation and (vi) PIM Highland Holding LLC. “Parsippany Hilton Restaurant Lease” shall mean that certain Lease, dated as of October 28, 1997, by HHC TRS FP Portfolio LLC, as successor-in-interest to IHC Realty Partnership, L.P., as landlord, and RCSH Operations, LLC, as successor-in-interest to Parsteaks, LLC, as tenant, as amended by that certain First Amendment to Lease, dated as of June 4, 2007. Public Law 107 56, and the related regulations issued thereunder, including temporary regulations, as the same may be amended from time to time and any successor statutes thereto. “Payment Date” shall mean, with respect to the Loan, the ninth (9th) day of each month beginning on April 9, 2015, and continuing through and including the Maturity Date, and if such date is not a Business Day, the immediately preceding Business Day, as such Payment Date may be adjusted pursuant to the terms of indebtedness described above shall not exceed at any time $10,000. 20735538.3.BUSINESS     31 “Permitted Encumbrances” shall mean, with respect to an Individual Property, the Collateral or the Other Mezzanine Loan Collateral, collectively, (i) the Lien and security interests created by the Loan Documents, the Mortgage Loan Documents and the Other Mezzanine Loan Documents, (ii) all Liens, encumbrances and other matters expressly set forth as exceptions in the Title Insurance existence or entered into in accordance with the terms hereof, (vi) Leases and Liens of Tenants, liens and security interests created by licensees and concessionaires in existence or entered into in accordance with the terms hereof, the Mortgage Loan Agreement and the Mezzanine A Loan Agreement, (vii) Permitted Debt (as defined in this Agreement, the Mortgage Loan Agreement and the Mezzanine A Loan Agreement), (viii) Liens that are being contested in accordance with the terms hereof, (ix) all easements, rights-of-way, restrictions and other similar non-monetary encumbrances hereafter recorded against and affecting such Individual Property that do not have a Material Adverse Effect and (x) such other title exceptions which (a) do not, individually or in the aggregate, have a Material Adverse Effect or (b) Lender has approved or may approve in writing in Lender’s reasonable discretion. “Permitted Transfer” shall have the meaning set forth in Section 7.3 hereof. foregoing. the Mortgages. remodeling, redecorating and modifying any Individual Property required by Manager or Franchisor, as applicable, pursuant to the terms and conditions of a Management Agreement (including a Replacement Management Agreement) or Franchise Agreement (including a Replacement Franchise Agreement), as applicable, including, the estimate of all costs and expenses related to the foregoing (including, each Scheduled PIP and New PIP) and each Scheduled PIP and New PIP, as the scope and timing thereof may be modified by Franchisor or Manager, as applicable, from time to time, provided that Lender shall have promptly received notice of such modification. “PIP Guaranty” shall mean that certain PIP Guaranty (Mezzanine B Loan) dated the date hereof executed by Guarantor in favor of Lender, as the same may be time. Agreement. 20735538.3.BUSINESS     32 Agreement. (Mezzanine B Loan) dated as of the date hereof, executed and delivered by Borrower and Additional Pledgor to Lender as security for the Loan, as the same to time. requires, Mezzanine A Borrower and Mezzanine A Additional Pledgor. “Pledged Interests” shall mean individually or collectively, as the context so requires, all limited liability company interests, partnership interests and/or manager interests in Mezzanine A Borrower and Mezzanine A Additional Pledgor. “Policies” shall have the meaning set forth in the Mortgage Loan Agreement and all insurance policies required under Section 8.1(b) hereof. “Portsmouth Condominium” shall mean the condominium regime established with respect to the Individual Property located in Portsmouth, Virginia pursuant to the Portsmouth Condominium Documents. “Portsmouth Condominium Documents” shall mean those documents set forth on “Portsmouth Ground Lease” shall have the meaning set forth on Schedule XII attached hereto. “Portsmouth Parking Agreement” shall mean, collectively, (i) Lessor and Lessee entered into that certain Parking Maintenance and Operating Agreement dated May 24, 1999; and (ii) that certain Parking Garage Operating Agreement between Lessor and Manager dated May 24, 1999, as each of the same may be amended, “Post Closing Agreement” shall mean that certain Post Closing Agreement dated the date hereof between Borrower and Lender, as each of the same may be amended, restated, replaced or otherwise modified from time to time in accordance thereof or with the terms and conditions of this Agreement. 20735538.3.BUSINESS     33 “Prescribed Laws” shall mean, collectively, (i) Patriot Act, (ii) E013224, (iii) (iv) all other Legal Requirements relating to money laundering or terrorism. “Previously-Owned Property” shall mean that certain vacant parcel described in Schedule XVI attached hereto. “Prime Rate” shall mean, on a particular date, a rate per annum equal to the rate of interest published in The Wall Street Journal as the “prime rate”, as in effect on such day, with any change in the prime rate resulting from a change in such published prime rate to be effective as of the date of the relevant change in such published prime rate; provided, however, that if more than one prime rate is published in The Wall Street Journal for a day, the average of the prime rates shall be used; provided, further, however, that the Prime Rate (or the average of the prime rates) will be rounded to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, to the next higher 1/16 of 1%. In the event that The Wall Street Journal should cease or temporarily interrupt publication, then the Prime Rate shall mean the daily average prime rate published in another chosen by Lender. If The Wall Street Journal resumes publication, the substitute index will immediately be replaced by the prime rate published in The Wall Street Journal. In the event that a prime rate is no longer generally published or is limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index which is readily available to Borrower and verifiable by Borrower but is beyond the control of Lender. Lender shall give Borrower prompt written notice of its choice of a substitute index and when the change became effective. Such substitute index of 1%, to the next higher 1/16 of 1%. The determination of the Prime Rate by Lender shall be conclusive and binding absent manifest error. “Prime ROFO Release” shall mean a release of (i) all or any of the Prime ROFO Release Properties, (ii) at the applicable Release Price, (iii) in connection with a sale of such Prime ROFO Release Properties to Ashford Hospitality Prime Limited Partnership or its Affiliates and (iv) in accordance with Section 2.9 hereof and Section 2.9 of the Mortgage Loan Agreement and the Mezzanine A Loan Agreement, it being acknowledged and agreed that Borrower’s, Mezzanine A Borrower’s and Mortgage Borrower’s right to a Prime ROFO Release is exercisable from time to time and at any time during the term of the Loan. “Prime ROFO Release Properties” shall mean the Individual Properties set forth on Schedule XIV. 20735538.3.BUSINESS     34 Individual Property. “Property Condition Report” shall mean, individually and/or collectively (as the context may require), those certain property condition reports with respect to each Individual Property and delivered to Lender in connection with the “Property Document” shall mean, collectively, (a) the REAs, (b) the Portsmouth Parking Agreements, (c) the Gaithersburg Parking Agreement, (d) the Gaithersburg Waterfront Association Agreement, (e) the Austin License Agreement, (f) the Austin Parking Agreement, (g) the Austin Skybridge Agreement, (h) the Boston Valet Agreement, (i) the Boston Restaurant and Bar Lease, (j) the Parsippany Hilton Restaurant Lease, (k) the Tampa Parking Lease, (l) the CY Savannah Parking Lease, and (m) any other Material Agreements. “Property Release” shall have the meaning set forth in Section 2.9 hereof. “Property Uncross” shall have the meaning set forth in Section 13.9 hereof. “Public REIT” shall mean a corporation (a) whose shares are listed on the New York Stock Exchange or such other nationally recognized stock exchange and (b) who is or has elected to be a real estate investment trust. “Publicly Traded Company” shall mean corporation whose shares of stock are exchange. “Qualified Brand” shall mean (i) Marriott, (ii) Hilton, (iii) Hyatt, (iv) IHG and (v) Starwood Hotels and Resorts Worldwide. “Qualified Franchisor” shall mean either (i) Franchisor, (ii) a franchisor of a brand comparable or better than the brand being terminated and owned by a Qualified Brand or (iii) a reputable and experienced franchisor possessing the Properties and which is approved by Lender and which may, at Lender’s option, be conditioned upon Lender’s receipt of a Rating Agency Confirmation, provided that, with respect to any Person that is an Affiliate of Borrower or Mortgage Borrower, Lender has received a New Non-Consolidation Opinion. “Qualified Manager” shall mean (i) Manager, (ii) a Pre-Approved Manager or (iii) a reputable and experienced professional property management organization approved by Lender 20735538.3.BUSINESS     35 and which is approved by Lender and which may, at Lender’s option, be conditioned upon Lender’s receipt of a Rating Agency Confirmation, provided that with respect to any Affiliated Manager, Lender has received a New Agencies” only if such rating agency is rating (or is anticipated by Lender to to which such Rating Agency Confirmation is sought will not in and of itself assigned to any Securities (if then rated by such Rating Agency); provided that upon receipt of a written acknowledgment or waiver (which may be in electronic form and whether or not specifically identifying the matter or in general, press release form) from a Rating Agency indicating its decision not to review or to waive review of the matter for which Rating Agency Confirmation is sought, or following the failure of a Rating Agency to respond to the request for which Rating Agency Confirmation is sought within the time frames and in the manner prescribed in any pooling or trust and servicing agreement governing the administration of all or any portion of the Loan, the requirement to obtain Rating Agency Confirmation for such matter at such time will be considered not to apply (as if such requirement did not exist for such matter at such time) with respect to such Rating Agency. Notwithstanding the foregoing or any other provision hereof, if Lender has determined that there will not be, or that it is likely that there will not be, a Securitization, then all references to Rating Agency Confirmation shall mean that such matter that requires such Rating Agency Confirmation shall be subject to Lender’s consent (such consent not to be unreasonably withheld, conditioned or delayed) or, if so provided herein, the Deemed Approval Standard. between Mortgage Borrower and one or more other parties to an REA with respect to such REA) affecting any Individual Property or portion thereof. “Recourse Entity” shall mean, individually and/or collectively (as the context may require), Borrower, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, HHSD, Additional Pledgor, Mezzanine A Additional Pledgor, SPE Component Entity, Mezzanine A SPE Component Entity and Mortgage Borrower SPE Component Entity. “Recycled SPE Certificate” shall have the meaning set forth in Section 6.1(f) hereof. 20735538.3.BUSINESS     36 hereof. sub-heading “Treasury constant maturities” for the week ending prior to the date of prepayment, of the U.S. Treasury constant maturities with maturity dates (one equal to or one longer or shorter) most nearly approximating the Spread Maintenance Date, and converted to a monthly compounded nominal yield. In the “Release Date” shall have the meaning set forth in Section 2.9(b) hereof. “Released Collateral” shall have the meaning set forth in Section 2.9 hereof. “Release Price” shall mean (a) with respect to the one-time right to a Select Release, one hundred percent (100%) of the Allocated Loan Amounts related to the Select Release Properties then being released, (b) with respect to the release of any Prime ROFO Release Properties, one hundred five percent (105%) of the Allocated Loan Amounts related to the Prime ROFO Release Properties then being released and (c) with respect to each Individual Property (other than in connection with a Select Release or a Prime ROFO Release), one hundred and twenty percent (120%) of the applicable Allocated Loan Amount. within the meaning of Section 860D of the Internal Revenue Code that holds an interest in all or any portion of the Loan or (ii) any similar trust or Person (including, without limitation, in each case that holds any interest in all or any portion of the Loan). 20735538.3.BUSINESS     37 “Remington” shall mean Remington Lodging & Hospitality, LLC and/or its Affiliates. “Replacement Franchise Agreement” shall mean either (a) (i) a franchise, same form and substance as the Franchise Agreement, or (ii) a franchise, trademark and license agreement with a Qualified Franchisor either (A) on the applicable Franchisor’s then current franchise disclosure document (FDD) with only such modifications as are not materially adverse to Borrower, Mortgage Borrower, Mezzanine A Borrower, or Lender or (B) in form and substance reasonably approved by Lender, such approval subject to the Deemed Approval Standard and which may, at Lender’s option, be conditioned upon Lender’s receipt of a Rating Agency Confirmation; provided, however, any Replacement Franchise Agreement must have a term that extends at least five (5) years beyond the fully extended Maturity Date of the Loan; and (b) a replacement comfort letter or new comfort letter substantially in the form of the applicable comfort letter delivered to Lender on the Closing Date (or such other form and substance reasonably acceptable to Lender, such approval subject to the Deemed Approval Standard), executed and delivered to Lender by Lender, Operating Lessee, Borrower and such Qualified Franchisor at Borrower’s expense. “Replacement Guarantor” shall mean a Person that satisfies, in addition to the requirements set forth in Section 7.7 hereof, each of the following: (a) owns not less than fifty one (51%) of the direct or indirect equity interest in Borrower and Controls each Borrower, (b) has been approved by Lender (which approval shall not be unreasonably withheld, conditioned or delayed) and (c) for which a Rating Agency Confirmation has been received. event Borrower exercises the Extension Option pursuant to Section 2.5(c) hereof, in which case the Replacement Interest Rate Cap Agreement shall have an effective date and term as prescribed in Section 2.5(c) hereof). Master Management Agreement dated March 10, 2011, (ii) with respect to any Property that is managed by a Brand Manager, a management agreement substantially in the form of a Management Agreement in place on the Closing Date (or after the Closing Date in accordance with the terms of this Agreement) with respect to any Individual Property, or (iii) a management agreement approved by Lender with a Qualified Manager, such approval subject to the Deemed Approval Standard; provided, however, any Replacement Management Agreement must have a term that extends at least five (5) years beyond the fully extended Maturity Date of the Loan; and (b) a subordination 20735538.3.BUSINESS     38 of management agreement substantially in the form of the subordination of management agreement executed by such Manager or its Affiliates and delivered on the Closing Date (or after the Closing Date in accordance with this Agreement) related to any Individual Property or otherwise approved by Lender, such approval subject to the Deemed Approval Standard, executed and delivered to Lender by Borrower, Operating Lessee and such Qualified Manager at Borrower’s expense. “Required Approval Lease” shall have the meaning set forth in Section 5.13(a) hereof. otherwise in fact applies to Lender. The LIBOR Rate shall be adjusted automatically as of the effective date of each change in the Reserve Percentage. As of the date hereof, the Reserve Percentage is zero, however, there can be no assurance as to what such amount may be in the future. Agreement. “San Antonio Ground Lease” shall have the meaning set forth on Schedule XII attached hereto. hereof. 20735538.3.BUSINESS     39 Securitization Month. Securitization Initialization Period, LIBOR as determined two Business Days Date occurs. “Select Release” shall mean a release of (i) all or any of the Select Release Properties, (ii) at the applicable Release Price, (iii) in connection with a sale of such Select Release Property(ies) to Ashford Hospitality Select Limited Partnership or its Affiliates and (iv) in accordance with Section 2.9 hereof and Section 2.9 of the Mortgage Loan Agreement and the Mezzanine A Loan Agreement, it being acknowledged and agreed that Borrower’s, Mezzanine A Borrower’s and Mortgage Borrower’s right to a Select Release is a one-time right exercisable at any time. “Select Release Properties” shall mean the Individual Properties set forth on Schedule XIII. “Servicer” shall have the meaning set forth in Section 13.2 hereof. “Servicing Agreement” shall have the meaning set forth in Section 13.2 hereof. “Severed Loan Documents” shall have the meaning set forth in Section 11.2(c) hereof. hereof. “Spread Maintenance Date” shall mean the Payment Date occurring on the 18th Payment Date. 20735538.3.BUSINESS     40 prepayment, an amount equal to the sum of the present values of each future installment of interest that would be payable under the Loan on the outstanding principal amount of the Loan being paid or prepaid in excess of the Free Prepayment Amount from the date of such payment or prepayment through and including the Spread Maintenance Date, assuming an annual interest rate equal to the LIBOR Margin then applicable to each such future installment of interest, with such future installments of interest to be discounted at an interest rate per annum equal to the Reinvestment Yield. Under no circumstances shall the Spread Maintenance Premium be less than zero. “S&P” shall mean Standard & Poor’s Ratings Services, and its successors in interest. collectively, as the context may require, those certain subordination of management agreement and management fees, dated as of the Closing Date, among Lender, Borrower, Operating Lessee and the applicable Manager as set forth on Schedule XI attached hereto, as the same may be amended, restated, replaced, “Substitute Guaranty” shall have the meaning set forth in Section 7.7 hereof. “Substitute Reserves” shall have the meaning set forth in Section 9.1(c) hereof. “Sugar Land Condominium” shall mean the condominium regimes established with respect to the Individual Property located in Sugar Land, Texas pursuant to the “Sugar Land Condominium Documents” shall mean those documents set forth on “Sugar Land Ground Lease” shall have the meaning set forth on Schedule XII attached hereto. “Sugar Land Hotel and Conference Center Condominium” shall have the meaning set forth on Schedule XV attached hereto. “Sugar Land Town Square Condominium” shall have the meaning set forth on Schedule XV attached hereto. 20735538.3.BUSINESS     41 “Tampa Parking Lease” shall mean that certain Parking Lease Agreement dated December 7, 1999, by and between McKibbon Hotel Group, Inc., a predecessor-in-interest to MHG of Tampa Land Holdings, LLC (“Tampa Parking Lease Landlord”), and McKibbon Hotel Group of Tampa, Florida #4, L.P., a predecessor-in-interest to HH LC Portfolio LLC (“Tampa Parking Lease Tenant”), as amended by that certain First Amendment to Parking Lease Agreement dated August 2, 2004, by and between Tampa Parking Lease Landlord and a predecessor-in-interest to Tampa Parking Lease Tenant, Highland Hospitality, L.P., a Delaware partnership (“Highland Hospitality”), as further amended by that certain Second Amendment to Parking Lease Agreement dated July 17, 2007, by and between Tampa Parking Lease Landlord, Tampa Parking Lease and Highland Hospitality. “Tax and Insurance Reserve Account” shall have the meaning set forth in the Mortgage Loan Agreement. “Title Insurance Policy” shall mean that certain ALTA (or its equivalent) mortgagee title insurance policy issued with respect to each Individual Property and insuring the lien of the Mortgages. authority. 20735538.3.BUSINESS     42 the Collateral and insuring the lien of the Pledge Agreement encumbering such Collateral. Loan Agreement. Association. “Units” shall mean “Units”, “Tracts”, “Lots”, “Master Units” or words of similar import as defined in the Condominium Documents that relate to a physical portion of the property that is designated for separate ownership and occupancy pursuant to, and in accordance with, the Condominium Documents. 2.7(e) hereof. “Waived Reserve Funds” shall have the meaning set forth in Section 9.1(c) hereof. “Waived Restoration Provisions” shall have the meaning set forth in “Washingtonian Waterfront Condominium” shall have the meaning set forth on hereof. Agreement. 20735538.3.BUSINESS     43 so defined. or the Mezzanine Loan A Documents, as applicable such defined terms shall have the definitions set forth in the Mortgage Loan Documents or the Mezzanine A Loan Documents, as applicable, in each case as of the date hereof, and no modifications to the Mortgage Loan Documents or the Mezzanine A Loan Documents, as applicable, shall have the effect of changing such definitions for the purpose of this Agreement unless Lender expressly agrees in writing that such definitions as used in this Agreement have been revised or Lender consents in writing to the modification documents. With respect to any provisions or definitions incorporated by reference herein from the Mortgage Loan Documents, or the Mezzanine A Loan Documents, as applicable, such provisions or definitions shall be deemed a part of this Agreement notwithstanding the fact that the Mortgage Loan or the Mezzanine A Loan, as applicable, shall no longer be effective for any reason, including, without limitation, after the repayment of the Mortgage Loan or the Mezzanine A Loan, as applicable. The words “Borrower shall cause Mortgage Borrower” or “Borrower shall cause Mortgage Borrower and/or Mezzanine A Borrower” or “Borrower shall not permit Mortgage Borrower” or “Borrower shall not permit Mortgage Borrower and/or Mezzanine A Borrower” (or words of similar meaning) shall mean “Borrower shall cause Mezzanine A Borrower to cause Mortgage Borrower to” or “Borrower shall not permit Mezzanine A Borrower to permit Mortgage Borrower to”, as the case may be, to so act or not to so act, as applicable. ARTICLE 2     GENERAL TERMS Date. Section 2.3.    The Note, the Pledge Agreement and Loan Documents 20735538.3.BUSINESS     44 (a)    General. Interest on the outstanding principal balance of the Loan shall accrue at the Interest Rate from the Closing Date through and including the last day of the Interest Accrual Period during which the Maturity Date occurs. Except as otherwise set forth herein or in the other Loan Documents, interest shall be paid in arrears. determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank the applicable Determination Date, with a written confirmation of such determination promptly thereafter. If such notice is given, the Loan shall bear interest at the Adjusted Prime Rate beginning on the first (1st) day of the next succeeding Interest Accrual Period. Adjusted Prime Rate and Lender shall determine (which determination shall be Lender shall give notice thereof to Borrower, and the Adjusted Prime Rate shall Interest Accrual Period. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to have the Loan bear interest at either the LIBOR Rate or the Adjusted Prime Rate. of the Loan shall accrue at a rate per annum equal to the Default Rate and all references in the Note, this Agreement or the other Loan Documents to the “Interest Rate” shall be deemed to refer to the Default Rate. Interest at the the earlier of (i) the actual receipt and collection of the Debt (or that shall be secured by the Pledge Agreement. This paragraph shall not be construed Lender retains its rights under the Note, this Agreement and the other Loan occurrence of and during the continuance of any Event of Default, despite any 20735538.3.BUSINESS     45 (d)    Interest Calculation. Interest shall be computed based on the daily rate produced assuming a three hundred sixty (360) day year, multiplied by the actual number of days elapsed during each Interest Accrual Period. Borrower understands and acknowledges that such interest accrual method results in more interest accruing on the Loan than if either a thirty (30) day month and a three hundred sixty (360) day year or the actual number of days and a three hundred sixty five (365) day year were used to compute the accrual of interest on the Loan. Lender shall determine the Interest Rate applicable to the Loan in accordance with this manifest error. The books and records of Lender shall be prima facie evidence of all sums owing to Lender from time to time under this Agreement, but the failure to record any such information shall not limit or affect the obligations of (e)    Selected Day and Securitization Closing Date; Securitization Interest Adjustments; Payment Date. (1) Lender may in its sole discretion designate the Securitization Closing Date by providing not less than twenty-four (24) hours prior notice to Borrower. Lender may in its sole discretion designate a day of the calendar month (w) as the Selected Day for purposes of establishing, in accordance with the definition of “Interest Accrual Period”, the beginning and ending dates of the Interest Accrual Period that commences in the month in which the Securitization Closing Date occurs (and, to the extent contemplated in the definition of Interest Accrual Period, the prior month) and each Interest Accrual Period thereafter and/or (y) as the Payment Date commencing in the month in which the Securitization Closing Date occurs and continuing thereafter. In lieu of such designation, Lender may elect that the Interest Accrual Period with respect to the first Payment Date after the Securitization Closing Date and each Payment Date thereafter shall be the calendar month preceding such Payment Date. The designation of the Selected Day, Payment Date or election of calendar-month Interest Accrual Periods shall be a one-time event; once made, such designation or election shall apply for (1) purposes of establishing, in accordance with the definition of “Interest Accrual Period”, the beginning and ending dates of the Interest Accrual Period that commences in the month in which the Securitization Closing Date occurs (and, to the extent contemplated in the definition of Interest Accrual Period, the prior month) and each Interest Accrual Period thereafter and/or (2) purposes of establishing the Payment Date each month (i)    With respect to any portion of any Interest Accrual Period that also comprises all or any portion of a Securitization Initialization Period, if the amount of interest payable by Borrower hereunder (based on the Interest Rate using LIBOR as of the applicable Determination Date) is less than the amount of interest which would be payable if the Interest Rate were determined using the Securitization Initialization Period LIBOR in lieu of LIBOR (such deficiency being the “Securitization Interest Adjustment Amount” for such Interest Accrual Period), then Borrower shall pay to Lender on the Payment Date related to any such Interest Accrual Period (or, if such Payment Date occurred prior to the Securitization Closing Date, then on the next succeeding Payment Date) the Securitization Interest Adjustment Amount. 20735538.3.BUSINESS     46 (ii)    Similarly, if Lender exercises its option pursuant to clause (i) of this Section 2.4(e) to elect calendar Interest Accrual Periods for Payment Dates after the Securitization Closing Date, in respect of any portion of the first such calendar Interest Accrual Period that overlaps with an Interest Accrual Period with respect to which a payment was already made on a prior Payment Date, in respect of the number of days of overlap, Borrower shall be credited with the interest already paid and, on the first Payment Date after the Securitization Closing Date, shall be obligated to pay in respect of such overlapping days only an amount equal to the greater of (A)(1) the amount of interest accrued for such overlapping days using LIBOR as determined two Business Days prior to the first day of the month prior to the Securitization Month minus (2) the amount of interest accrued for such overlapping days using the LIBOR determined as of the (iii)    In the event that Lender changes the Selected Day to a day pursuant to clause (i) of this Section 2.4(e) to a day that is earlier in the month than the Selected Day as previously defined, then, with respect to the first Payment Date after the Securitization Closing Date and the portion (if any) of the applicable Interest Accrual Period that does not overlap with the Securitization Initialization Period, if Borrower has already paid the amount of interest it owed in respect of such non-overlapping portion as calculated prior to such change in the Selected Day on the most recent Payment Date prior to such change in the Selected Day, then Borrower shall not owe any further amount of interest in respect of such non-overlapping portion. the maximum nonusurious interest rate, if any, that at any time or from time to indebtedness evidenced by the Note and as provided for herein or in the other any court of competent jurisdiction to govern the interest rate provisions of the Loan (such rate, the “Maximum Legal Rate”). If, by the terms of the Note, obligated to pay interest on the principal balance due on the Loan at a rate in due hereunder (and any such payments shall not require the payment of a Spread Maintenance Premium or any other prepayment premium). All sums paid or agreed to 20735538.3.BUSINESS     47 Section 2.5.    Loan Payments (a)    Payment Before Maturity. On the Closing Date, Borrower shall pay to Lender interest for the Interim Interest Accrual Period and on each Payment Date thereafter through and including the Maturity Date, Borrower shall pay to Lender all interest that has accrued or will accrue during the Interest Accrual Period in which such Payment Date (or Maturity Date, as applicable) occurs. (b)    Payment on Maturity. Borrower shall pay to Lender on the Maturity Date and all other amounts (including, without limitation, any Spread Maintenance Premium or other penalty or premium, if any) due hereunder and under the Note, the Pledge Agreement and the other Loan Documents. (c)    Extension of the Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for four (4) successive terms (each, an “Extension Option”) of one (1) year each to (w) the Payment Date occurring in April, 2018, (x) the Payment Date occurring in April, 2019, (y) the Payment Date occurring in April, 2020 and (z) the Payment Date occurring in April, 2021 (each such date, an “Extended Maturity Date” and each such one-year Extension Term is commenced; (iii)    Borrower shall obtain and deliver to Lender prior to the commencement of such Extension Term, a Replacement Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day of such Extension Term and shall have a term extending through and including the end of the Interest Accrual Period in which the applicable Extended Maturity Date falls; (iv)    (A) each Other Mezzanine Loan shall have been extended in accordance with the terms of the related Other Mezzanine Loan Agreement and (B) the Mortgage Loan shall have been extended in accordance with the terms of the Mortgage Loan Agreement; (v)    in connection with the exercise of each Extension Option, Borrower shall have paid to Lender the applicable Extension Fee; and 20735538.3.BUSINESS     48 (vi)    Borrower shall have paid all of Lender’s reasonable out of pocket costs disbursements, in connection with Borrower’s exercise of such Extension Option. (d)    Application of Payments. Prior to the occurrence of an Event of Default, all monthly payments made as scheduled pursuant to this Agreement and the Note shall be applied first, to the payment of interest (calculated at the Interest Rate) due and payable on the Loan and then, the balance toward the reduction of the principal amount of the Debt. Any mandatory prepayment of the principal of the Loan made pursuant to Section 2.6 hereof and any other voluntary prepayments of principal of the Loan made pursuant to Section 2.6, Section 2.9 or otherwise when no Event of Default exists shall be applied, to the extent thereof, by Lender to accrued but unpaid interest on the amount prepaid, to the outstanding principal amount, and any other sums due and unpaid to Lender in connection with the Loan, in such manner and order as Lender may elect in its sole and absolute discretion, including, but not limited to, application to principal installments in inverse order of maturity. Following the occurrence and during the continuance of an Event of Default, any payment made on the Debt shall be applied to accrued but unpaid interest, late charges, accrued fees, the unpaid principal amount of the Debt, and any other sums due and unpaid to Lender in connection with the Loan, in such manner and order as Lender may elect in its (i)    Each payment by Borrower hereunder shall be made to Lender at its offices or at such other place as Lender may designate from time to time in writing. (ii)    All payments and prepayments under this Agreement and the Note shall be made to Lender not later than 2:00 P.M. New York, New York time. (iii)    Whenever any payment hereunder shall be stated to be due on a day which (iv)    All payments made by Borrower hereunder or under the other Loan Documents shall be made irrespective of, and without any deduction for, any setoff, defense or counterclaims. (v)    Remittances in payment of any part of the indebtedness other than in the is actually received by the holder hereof in immediately available U.S. funds and shall be made and accepted subject to the condition 20735538.3.BUSINESS     49 practices of the collecting bank or banks. (f)    Late Payment Charge. If any principal, interest or other payment due under the Loan Documents (other than the outstanding principal amount of the Loan due on the Maturity Date) is not paid by Borrower on or prior to the date the same is due (after taking into account the payment date convention set forth in Section 2.5(e) hereof) (or such greater period, if any, required by applicable Legal Requirements), Borrower shall pay to Lender upon demand an maximum amount permitted by applicable Legal Requirements in order to defray the purposes of this Section, any corporation controlling Lender and any participant of Lender’s rights hereunder) reasonably determines that due to the adoption or modification of any Legal Requirement regarding taxation, Lender’s required levels of reserves, deposits, Federal Deposit Insurance Corporation insurance or capital (including any allocation of capital requirements or conditions), or similar requirements, or any interpretation or administration thereof by any Tribunal or compliance of Lender with any of such requirements, has or would have the effect of (A) increasing Lender’s costs relating to the Loan, or (B) reducing the yield or rate of return of Lender on the Loan, to a level below that which Lender could have achieved but for the adoption or modification of any such Legal Requirements, Borrower shall, within fifteen (15) days of any request by Lender, pay to Lender such additional amounts as (in Lender’s sole judgment, after good faith and reasonable computation) will compensate Lender for such increase in costs or reduction in yield or rate of return of Lender (a “Consequential Loss”). No failure by Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of Lender’s right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable law. (ii)    If any requirement of law or any change therein or in the interpretation maintain a Loan with the Interest Rate being based on LIBOR as contemplated hereunder, (A) the obligation of Lender hereunder to make such Loan based on LIBOR or to convert the Loan from the Adjusted Prime Rate to the LIBOR Rate shall be canceled forthwith, and (B) any outstanding LIBOR Loan shall be converted automatically to a loan bearing interest at the Adjusted Prime Rate on amounts necessary to compensate Lender for any costs incurred by Lender in making any conversion in accordance with this Agreement, 20735538.3.BUSINESS     50 of funds obtained by it in order to make or maintain the Loan hereunder. If 2.5(g)(ii), Lender shall provide Borrower with not less than ninety (90) days written notice specifying in reasonable detail the event by reason of which it Lender for such additional costs. Lender’s notice of such costs, as certified to (iii)    In the event that any change in any requirement of law or in the hereunder; additional amount required to fully 20735538.3.BUSINESS     51 (iv)    Borrower agrees to indemnify Lender and to hold Lender harmless from any loss or expense which Lender sustains or incurs as a consequence of (A) any LIBOR Loan hereunder, (B) any prepayment (whether voluntary or mandatory) of the LIBOR Loan that did not include all interest which had accrued (or would have accrued) at the Interest Rate through the end of the related Interest Accrual Period, including, without limitation, such loss or expense arising from to maintain the LIBOR Loan hereunder, and (C) the conversion (for any reason LIBOR Rate to the Adjusted Prime Rate with respect to any portion of the outstanding principal amount of the Loan then bearing interest at the LIBOR Rate on a date other than the Payment Date immediately following the last day of an Interest Accrual Period, including, without limitation, such loss or expenses Costs”). This provision shall survive payment of the Note in full and the other Loan Documents. (v)    Within fifteen (15) days after request by Lender (or at the time of any prepayment), Borrower shall pay to Lender such amount or amounts as will compensate Lender for any loss, cost, expense, penalty, claim or liability, including any loss incurred in obtaining, prepaying, liquidating or employing deposits or other funds from third parties and any loss of yield, as determined by Lender in its judgment reasonably exercised incurred by it with respect to the Loan as a result of the payment or prepayment of any amount on a date other than the date such amount is required or permitted to be paid or prepaid; provided that Lender delivers to Borrower a certificate as to the amounts of such costs described herein, which certificate shall be conclusive in the absence of manifest error. Lender shall have no obligation to purchase, sell survive any termination of the Loan Documents and payment of the Note and shall Section 2.6.    Loan Prepayments 20735538.3.BUSINESS     52 (i)    Except as otherwise expressly permitted under this Agreement, including, without limitation, Section 2.9 hereof, no voluntary prepayments, whether in whole or in part, of the Loan or any other amount at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may on any Business Day at its option and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice, prepay the Loan (such notice being revocable or may be modified by Borrower on at least two (2) Business Days prior written notice to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of prepayment) (A) on or before the Spread Maintenance Date, in whole or in part, with payment of the Spread Maintenance Premium, and (B) after the Spread Maintenance Date, in whole or in part, without payment of any premium, fee or penalty. Any prepayment shall include the payment of all additional amounts required to be paid by Borrower and all other amounts owing by Borrower to Lender under the Note, this Agreement and the other Loan Documents, including, without limitation, (1) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR or swap contract entered into in connection with the Loan, and (2) Compensating Interest. As a condition to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that each Other Mezzanine Loan and the Mortgage Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms of the related Other Mezzanine Loan Documents and the Mortgage Loan Documents, respectively. Notwithstanding the foregoing to the contrary, no prepayment shall be permitted on any day during the period commencing on the first calendar day immediately following a Payment Date to, but not including, the Determination Date occurring in such calendar month. (ii)    Notwithstanding anything contained herein to the contrary, in connection with any release of one or more Individual Properties (and the related Collateral, as applicable) in accordance with this Agreement, Borrower shall be permitted to prepay the Loan, at any time or times prior to the Spread Maintenance Date without any Spread Maintenance Premium, in an aggregate amount not to exceed forty percent (40%) of the original principal balance of the Loan (the “Free Prepayment Amount”), provided (A) there is no Event of Default continuing as of the date of the applicable prepayment, and (B) Borrower otherwise complies with this Section 2.6. (vii)    In the event of a Liquidation Event, Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid directly to Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Lender shall apply such Net Liquidation Proceeds After Debt Service as a prepayment to the outstanding principal balance of the Debt in an amount up to the Release Price associated with the Individual Property (provided that to the extent Net Liquidation Proceeds After Debt Service are less than such Release Price, provided there exists no Event 20735538.3.BUSINESS     53 of Default, Borrower shall be permitted to prepay the Loan in an amount equal to the remainder of such Release Price in compliance with the requirements of Section 2.6(a) hereof without payment of any Spread Maintenance Premium) to which such Net Liquidation Proceeds After Debt Service relate together with any Compensating Interest and any Breakage Costs associated therewith and any other sums due in connection therewith. All Net Liquidation Proceeds After Debt Service in excess of such Release Price and Compensating Interest and Breakage Costs associated therewith (if any) and any other sums due in connection therewith shall (i) if an Event of Default has occurred and is continuing, be held and applied by Lender in accordance with the terms of this Agreement and the other Loan Documents and (ii) if no Event of Default has occurred and is continuing be applied as follows: (A) first, to the Mezzanine C Loan up to the Mezzanine C Release Price for the affected Individual Property (together with any Compensating Interest (as defined in the Mezzanine C Loan Agreement) and any Breakage Costs (as defined in the Mezzanine C Loan Agreement) associated therewith and any other sums due in connection therewith), (B) second, to the Mezzanine D Loan up to the Mezzanine D Release Price for the affected Individual Property (together with any Compensating Interest (as defined in the Mezzanine D Loan Agreement) and any Breakage Costs (as defined in the Mezzanine D Loan Agreement) associated therewith and any other sums due in connection therewith), and (C) third, any remaining Net Proceeds shall be deposited into the Cash Management Account and applied by Mortgage Lender in accordance with the terms of the Mortgage Loan Agreement. Borrower shall not be required to pay a Spread Maintenance Premium or any other prepayment premium in connection with any prepayment made pursuant to this Section 2.6(b) solely in connection with a Casualty or Condemnation. (viii)    Borrower shall immediately notify Lender of any Liquidation Event once of (1) a sale (other than a foreclosure sale) of any Individual Property or Mezzanine A Collateral, as applicable, on the date on which a contract of sale such foreclosure sale is given, and (2) a refinancing of the Property or Mezzanine A Collateral, as applicable, on the date on which a commitment for such refinancing is entered into. The provisions of this Section 2.6(b) shall provisions regarding refinancing of the Mortgage Loan or Mezzanine A Loan or Transfer of the Property or Mezzanine A Collateral set forth in this Agreement (c)    After Event of Default. If, prior to the first (1st) anniversary of the Closing Date, after the occurrence and during the continuance of an Event of Default, Lender shall accelerate the Debt and Borrower thereafter tenders payment of all or any part of the Debt, or if all or any portion of the Debt is recovered by Lender after such Event of Default, Borrower shall pay to Lender, in addition to the Debt and the applicable Spread Maintenance Premium, (i) Compensating Interest, (ii) Breakage Costs, and (iii) an amount equal to one percent (1%) of the outstanding principal balance of the Debt being prepaid. 20735538.3.BUSINESS     54 Section 2.7.    Taxes payable under this Section 2.7) the applicable Lender receives an amount equal made. (c)    Indemnification. The Loan Parties shall jointly and severally indemnify Lender or required to be withheld or deducted from a payment to Lender and any error. by any Loan Party to a Governmental Authority pursuant to this Section 2.7, such Loan Party shall deliver to Lender the original or a certified copy of a receipt satisfactory to Lender. (vi)    In the event Lender is entitled to an exemption from or reduction of 20735538.3.BUSINESS     55 documentation (other than such documentation set forth in Section 2.7(e)(ii)(A), judgment such completion, execution or submission would subject Lender to any (vii)    Without limiting the generality of the foregoing, in the event that (A)    Lender shall deliver to Borrower from time to time upon the reasonable request of Borrower executed originals of IRS Form W-9 certifying that Lender is (B)    if Lender becomes a Foreign Lender, Lender shall, to the extent it is shall be requested by the recipient) on or prior to the date on which Lender upon the reasonable request of Borrower, whichever of the following is applicable): 20735538.3.BUSINESS     56 Borrower), executed originals of any other form prescribed by applicable law as prescribed by applicable law to permit Borrower to determine the withholding or (D)    if a payment made to Lender under any Loan Document would be subject to their obligations under FATCA and to determine that Lender has complied with (E)    Lender agrees that if any form or certification it previously delivered indemnity payments made under this Section 2.7 with respect to the Taxes giving indemnified party the amount paid over pursuant to this Section 2.7(f) (plus any in this Section 2.7(f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.7(f) the be construed to require any 20735538.3.BUSINESS     57 any other Person. Section 2.8.    Intentionally Omitted Section 2.9.    Property Releases Provided that no Event of Default shall then exist, Borrower may and may cause Mortgage Borrower to (w) obtain the release of all or any of the Select Release Properties in connection with a Select Release, (x) obtain the release of all or any of the Prime ROFO Release Properties in connection with a Prime ROFO Release or (y) obtain the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) (such release, a “Property Release”) and, in each case, obtain the release of the applicable Borrower’s obligations under the Loan Documents (other than those expressly stated to survive) with respect to the Individual Property, Select Release Properties or Prime ROFO Release Properties, as applicable, then being released and, only to the extent such Mortgage Borrower no longer owns any Property, obtain the release of the Collateral related to such Mortgage Borrower (such obligations or Collateral being released in accordance with the foregoing, the “Released Collateral”), upon the satisfaction of each of the following conditions: in accordance with the terms hereof shall equal or exceed the applicable Release Price for the applicable Individual Property, Select Release Properties or Prime ROFO Release Properties, as applicable, being released and such prepayment shall be deemed a voluntary prepayment for all purposes hereunder; (b)    Borrower shall provide Lender with at least thirty (30) days but no more than ninety (90) days prior written notice of     (A) Mortgage Borrower’s request to obtain (i) a release of an Individual Property in connection with a Property Release or a Prime ROFO Release or (ii) to the extent Mortgage Borrower has not yet elected to release all or any of the Select Release Properties pursuant to a Select Release, a release of all or any of the Select Release Properties in connection with a Select Release and (B) its request to obtain the release, if applicable, of the related Released Collateral     (the “Release Date”), which notice shall specify the Individual Property, Select Release Properties or Prime ROFO Release Properties, as applicable, that are the subject of such release and whether such release constitutes a Select Release or a Prime ROFO Release (such notice being revocable or may be modified by Borrower on at the notice of intended release). For the avoidance of doubt, Mortgage Borrower’s right to release all or any of the Select Release Properties in connection with a Select 20735538.3.BUSINESS     58 Release is a one-time right exercisable at any time during the term of the Mortgage Loan and to the extent that Mortgage Borrower elects to exercise its one-time right to a Select Release pursuant to and in accordance with the Mortgage Loan Agreement, Mortgage Borrower shall have no further right to make such an election, regardless of whether all of the Select Release Properties were released in connection with such Select Release. Any Select Release Property not released in connection with a Select Release may be released in accordance with this Section in the same manner as any Individual Property in connection with a Property Release; (c)    Borrower shall prepay the portion of the Note equal to the applicable Release Price of the Individual Property, Select Release Properties or Prime ROFO Release Properties, as applicable, being released (together with all (i) accrued and unpaid interest on the principal amount being prepaid, (ii) Breakage Costs, if applicable, (iii) Compensating Interest, if applicable and (iv) the applicable Spread Maintenance Premium (if any) pursuant to Section 2.6 hereof) in accordance with the terms and conditions hereof; the portion of the Released Collateral being released for execution by Lender. Such release shall be in a form satisfactory to a prudent institutional lender release, together with a certification certifying that such documentation (i) is in compliance with all applicable Legal Requirements, (ii) will, following with the terms of this Agreement, and (iii) will not impair or otherwise Documents and the Collateral subject to the Loan Documents not being released); (e)    After giving effect to such release, Lender shall have determined that the Debt Yield for the Properties then remaining subject to the Liens of the Mortgages shall be at least equal to the greater of (i) 8.48% and (ii) the Debt Yield for all of the then remaining Properties (including the Individual Property, Select Release Properties or Prime ROFO Release Properties, as applicable, to be released) immediately preceding the release of the Individual applicable, provided that Borrower shall be permitted to satisfy the requirements of this clause (e) by making a voluntary prepayment of the Loan in accordance with the terms and conditions of this Agreement in an amount sufficient to satisfy the requirements of this clause (e), which prepayment shall include, without limitation, any applicable Spread Maintenance Premium, Breakage Costs and Compensating Interest; (f)    After giving effect to such release, Lender shall have determined that the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages shall be at least equal to the greater of (i) 1.83:1.00 and (ii) the Debt Service Coverage Ratio for all of the then remaining Properties (including the Individual Property, Select Release Properties or Prime ROFO Release Properties, as applicable, to be released) immediately preceding the release 20735538.3.BUSINESS     59 of the Individual Property, Select Release Properties or Prime ROFO Release Properties, as applicable, provided that Borrower shall be permitted to satisfy the requirements of this clause (f) by making a voluntary prepayment of the Loan in accordance with the terms and conditions of this Agreement in an amount sufficient to satisfy the requirements of this clause (f) (which for purposes of calculating the Debt Service Coverage Ratio should be treated as being made at the beginning of such twelve (12) month period), which prepayment shall include, without limitation, any applicable Spread Maintenance Premium, Breakage Costs and Compensating Interest; (g)    Lender shall have received payment of all Lender’s reasonable, out-of-pocket costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the Released Collateral from the lien of the Pledge Agreement and the connection therewith; (h)    Borrower shall have delivered evidence satisfactory to Lender that (i) each Other Mezzanine Borrower has complied with all of the terms and conditions set forth in the related Other Mezzanine Loan Agreement with respect to a to this Section, including, without limitation, that each Other Mezzanine Loan is simultaneously being prepaid at the applicable Release Price (as defined in the related Other Mezzanine Loan Agreement) in accordance with the terms of the related Other Mezzanine Loan Documents and (ii) each Other Mezzanine Lender has delivered (or is simultaneously delivering) such release to the related Other Mezzanine Borrower, if applicable; and (i)    Borrower shall have delivered evidence satisfactory to Lender that (i) Mortgage Borrower has complied with all of the terms and conditions set forth in the Mortgage Loan Agreement with respect to a release of the security interest corresponding to the release requested pursuant to this Section, including, without limitation, that the Mortgage Loan is simultaneously being prepaid at the applicable Release Price (as defined in the Mortgage Loan Agreement) in accordance with the terms of the Mortgage Loan Documents and (ii) Mortgage Lender has delivered (or is simultaneously delivering) such release to Mortgage Borrower. Notwithstanding anything to the contrary contained in this Section 2.9 to the contrary, if the Loan is included in a REMIC Trust and the LTV Ratio exceeds or would exceed one hundred twenty five percent (125%) immediately after the release of the Individual Property, Select Release Properties or Prime ROFO Release Properties, as applicable, and any related Released Collateral (as defined in this Agreement and the Mezzanine A Loan Agreement), if applicable reasonable method permitted to a REMIC Trust, based solely on the value of the real property excluding personal property and going concern value, if any), no release will be permitted unless (i) the principal balance of the Loan is prepaid by an amount not less than the greater of (A) the applicable Release ROFO Release Properties, as applicable, and/or the Released Collateral or (B) 20735538.3.BUSINESS     60 released Individual Property, Select Release Properties or Prime ROFO Release Properties, as applicable, is sold, the net proceeds of an arm’s length sale of the released Individual Property, Select Release Properties or Prime ROFO Release Properties, as applicable, to an unaffiliated Person, (II) the fair market value of the released Individual Property, Select Release Properties or Prime ROFO Release Properties, as applicable, at the time of the release, or Properties, as applicable, is not greater than the LTV Ratio of the Collateral immediately prior to such release, or (ii) Lender receives an opinion of counsel a result of the release. ARTICLE 3     CONDITIONS PRECEDENT application for the Loan issued by Lender. Except as otherwise set forth in the Post Closing Agreement, the making of the Loan shall be deemed Lender’s acknowledgement that all such conditions precedent have been satisfied or waived. ARTICLE 4     REPRESENTATIONS AND WARRANTIES Section 4.1.    Organization qualified in connection with its assets, businesses and operations, (c) ownership and management of each Mezzanine A Borrower, and (d) has full power, warrant, transfer and convey the Collateral pursuant to the terms of the Loan Mezzanine A Borrower, Mortgage Borrower, Additional Pledgor, Mezzanine A Additional Pledgor, HHSD, Operating 20735538.3.BUSINESS     61 Lessee, each Mortgage Borrower SPE Component Entity and SPE Component Entity (if any) and each Guarantor (when not an individual). Borrower and Additional Pledgor have the power and authority and the requisite ownership interests to control the actions of Mezzanine A Borrower and Mezzanine A Additional Pledgor, respectively, and upon the realization of the Collateral under the Pledge Agreement, Lender or any other party succeeding to Borrower’s or Additional Pledgor’s interest in the Collateral described in the Pledge Agreement will have such control. Without limiting the foregoing, Borrower and Additional Pledgor each have sufficient control over Mezzanine A Borrower and Mezzanine A Additional Pledgor, as applicable, to cause Mezzanine A Borrower or Mezzanine A Additional Pledgor, as applicable, to (i) take any action on Mezzanine A Borrower’s or Mezzanine A Additional Pledgor’s, as applicable, part required by the Loan Documents and (ii) refrain from taking any action in connection with the Loan. Each Borrower is a limited liability company organized under the laws of the State of Delaware. Borrower’s principal place of first page of this Agreement. The organizational identification number assigned by the state of incorporation or organization (A) for HH Mezz Borrower A-2 LLC is 4372556 and (B) for HH Mezz Borrower G-2 LLC 4372783. or imposition of any lien, charge or 20735538.3.BUSINESS     62 or assets of Borrower pursuant to the terms of any agreement or instrument to jurisdiction over Borrower or any of Borrower’s properties or assets, in each case which would reasonably be expected to have or does have a Material Adverse Section 4.5.    Litigation Borrower’s knowledge, threatened against or affecting any Loan Party, any of the Collateral, any of the Mezzanine A Collateral or any Individual Property, which actions, suits or proceedings, if determined against any Loan Party, any of the Collateral, any of the Mezzanine A Collateral or any Individual Property, in Adverse Effect. Section 4.6.    Agreements Adverse Effect. None of Borrower, Mezzanine A Borrower or Mortgage Borrower is instrument to which it is a party or by which Borrower, Mortgage Borrower, Mezzanine A Borrower, any of the Collateral, any of the Mezzanine A Collateral a Material Adverse Effect. None of Borrower, Mezzanine A Borrower or Mortgage Borrower has any material financial obligation under any agreement or instrument to which Borrower, Mezzanine A Borrower or Mortgage Borrower is a party or by which Borrower, Mezzanine A Borrower or Mortgage Borrower or any of the Collateral, any of the Mezzanine A Collateral or any Individual Property is otherwise bound, other than (a) obligations incurred in connection with any Permitted Debt, (b) obligations under the Loan Documents, the Mezzanine A Loan Documents and the Mortgage Loan Documents (c) obligations which have been disclosed to Lender in writing and/or (d) Permitted Encumbrances. Other than with respect to the Ground Leases, the Operating Leases, the Condominium Documents, the Property Documents, the Management Agreements, the Franchise Agreements and any documents disclosed in the Title Insurance Policies, (i) there are no agreements that are not reflected in the financial statements delivered by, or on behalf of, Borrower, Mortgage Borrower, Mezzanine A Borrower, Additional Pledgor (as defined in this Agreement and the Mezzanine A Loan Agreement), HHSD or Operating Lessee to Lender on or prior to the Closing Date; and (ii) to Borrower’s knowledge, all agreements or other instruments to which Borrower, Mortgage Borrower, Mezzanine A Borrower, Additional Pledgor (as defined in this Agreement and the Mezzanine A 20735538.3.BUSINESS     63 Loan Agreement), HHSD or Operating Lessee is a party or otherwise relating to the Individual Properties are either (x) terminable upon no more than thirty (30) days’ prior written notice without penalty or fee or (y) with respect to such agreement or instrument, require Borrower, Mortgage Borrower, Mezzanine A Loan Agreement),HHSD or Operating Lessee to make payments during each calendar year during the term of such agreement or instrument in an aggregate yearly amount with respect to any Individual Property that is less than or equal to $250,000. Section 4.7.    Solvency contingent liabilities. No petition in bankruptcy has been filed against any Loan Party or Affiliated Manager in the last ten (10) years, and neither any Loan Party nor Affiliated Manager in the last ten (10) years has made an assignment for the benefit of creditors or taken advantage of any Creditors Rights Laws. Neither any Loan Party nor Affiliated Manager is contemplating petition against any Loan Party or Affiliated Manager. Effect. No Loan Party is an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA and none of the assets of any Loan Party constitutes 29 C.F.R. Section 2510.3-101. No Loan Party is a governmental plan within the meaning of Section 3(32) of ERISA Transactions by or with any Loan Party are not With respect to any multiemployer plan to which 20735538.3.BUSINESS     64 any Loan Party or any entity that is under common control with any Loan Party contribute, neither any Loan Party nor any such entity has incurred any material liability under ERISA Section 515 of ERISA or Title IV of ERISA which is or remains unsatisfied. related thereto. Section 4.11.    Enforceability Document. Section 4.13.    Compliance and/or an Environmental Report, Borrower, Mezzanine A Borrower, Mortgage Borrower, HHSD, Operating Lessee, Additional Pledgor (as defined in this Agreement and the Mezzanine A Loan Agreement) and each Individual Property, and codes and the Americans with Disabilities Act. None of Borrower, Mezzanine A Agreement and the Mezzanine A Loan Agreement) or Mortgage Borrower is in default Adverse Effect, and none of Borrower, Mezzanine A Borrower, HHSD, Operating Lessee, Additional Pledgor (as defined in this Agreement and the Mezzanine A Loan Agreement) or Mortgage Borrower has received any written notice of any such default or violation. There has not been committed by Borrower, Mezzanine A Borrower or Mortgage Borrower or, to Borrower’s knowledge, any other Person in occupancy of or involved with the operation or use of any Individual 20735538.3.BUSINESS     65 forfeiture as against such Individual Property or any part thereof or the Collateral or any part thereof or the Mezzanine A Collateral or any part thereof or any monies paid in performance of Borrower’s or any of its Affiliates rolls, that have been delivered to Lender in respect of each Loan Party, the Collateral, the Mezzanine A Collateral and/or each Individual Property (a) are the financial condition of each Loan Party, the Collateral, the Mezzanine A with the Uniform System of Accounts and GAAP throughout the periods covered, anticipated losses from any unfavorable commitments that are known to Borrower, condition, operations or business of any Loan Party from that set forth in said financial statements which would reasonably be expected to have or has had a Material Adverse Effect. Section 4.15.    Condemnation Individual Property. accepted by all Governmental Authorities. Except as expressly set forth in a Zoning Report, each Individual Property has, or is served by, parking to the 20735538.3.BUSINESS     66 portion thereof. Section 4.18.    Assessments Section 4.19.    Insurance Mezzanine A Borrower and Mortgage Borrower, has done, by act or omission, being made of each Individual Property is in conformity with the final certificate of occupancy (or compliance, if applicable) and any other permits or licenses issued for such Individual Property. flood hazards, or, if any 20735538.3.BUSINESS     67 portion of the Improvements is located within such area, Mortgage Borrower has obtained the insurance prescribed in the Mortgage Loan Agreement. or otherwise. None of Borrower, Mezzanine A Borrower or Mortgage Borrower has received any written notice from any insurance company or bonding company of any Section 4.24.    Boundaries To Borrower’s knowledge and in reliance on, and except as otherwise specifically disclosed on the applicable Survey, (a) none of the Improvements which were included in determining the appraised value of any Individual Property lie outside the boundaries and building restriction lines of such Individual encroach upon such Individual Property and no easements or other encumbrances upon such Individual Property encroach upon any of the Improvements so as to Section 4.25.    Leases To Borrower’s knowledge (a) each Major Lease is in full force and effect; (b) the premises demised under the Major Leases have been completed, all alterations or other work required to be performed on the part of Mortgage Borrower or Operating Lessee has been completed, and the Tenants under the Major Leases have accepted possession of and are in physical occupancy of all of their respective demised premises; (c) the Tenants under the Major Leases have commenced the payment of rent under the Major Leases, there are no offsets, claims or defenses to the enforcement thereof, and neither Mortgage Borrower nor Operating Lessee has any monetary obligations to any Tenant under any Major Lease; (d) all Rents due and payable under the Major Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (e) no Tenant Major Lease which remains outstanding; (f) there is no present material default by the Tenant under any Major Lease; (g) all security deposits under the Major Leases have been collected 20735538.3.BUSINESS     68 by Mortgage Borrower or Operating Lessee; (h) Mortgage Borrower or Operating Lessee is the sole owner of the entire landlord’s interest in each Major Lease; (i) each Major Lease is the valid, binding and enforceable obligation of Mortgage Borrower and/or Operating Lessee and the applicable Tenant thereunder and there are no agreements with the Tenants under the Major Leases other than as expressly set forth in the Major Leases; (j) no Person has any possessory interest in, or right to occupy, any Individual Property or any portion thereof except under the terms of a Lease or as a hotel guest; (k) none of the Leases first offer to purchase or lease any Individual Property or any part thereof; and (l) neither the Leases nor the Rents have been assigned, pledged or hypothecated except to Mortgage Lender. Borrower represents that it has heretofore delivered to Lender true, correct and complete copies of all Major Leases and any and all amendments or modifications thereof. Property to the applicable Mortgage Borrower, the Collateral to Borrower, the Mezzanine A Collateral to Mezzanine A Borrower, the making of the Mortgage Loan, the Loan, the Mezzanine A Loan or the other transactions contemplated by this Agreement and the other Loan Documents have been paid. All recording, stamp, Pledge Agreement, have been paid or will be paid by Borrower. Manager under any Franchise Agreement or Management Agreement, other than (a) with respect to the Individual Property commonly known as Ritz-Carlton Atlanta Downtown and located in Atlanta, Georgia, for which the aggregate amount of key money due to Marriott pursuant to the applicable Management Agreement does not exceed $3,000,000; (b) with respect to the Individual Property commonly known as Renaissance Palm Springs and located in Palm Springs, California, for which the aggregate amount of key money due to Marriott pursuant to the applicable Franchise Agreement does not exceed $2,500,000 and (c) with respect to the Individual Property commonly known as Courtyard Savannah and located in Savannah, Georgia, for which the aggregate amount of key money due to Marriott pursuant to the applicable Franchise Agreement does not exceed $175,000. 20735538.3.BUSINESS     69 part of the proceeds of the Loan, the Mezzanine A Loan or the Mortgage Loan will the Liens created by the Loan Documents, the Mezzanine A Loan Documents and the Mortgage Loan Documents. Property (other than Tenants’ or Operating Lessee’s property) used in connection with the operation of the Properties, free and clear of any and all security and security interest created by the Loan Documents, the Mezzanine A Loan Documents and the Mortgage Loan Documents. Section 4.31.    Taxes Section 4.32.    Title (a)    Borrower and Additional Pledgor each are the record and beneficial owner of, and has good and marketable title to, the applicable Collateral, free and clear of all Liens whatsoever. The Pledge Agreement, together with the UCC appropriate records, will create a valid, perfected first priority security interests in and to the Collateral, all in accordance with the terms thereof for which a Lien can be perfected by filing a UCC Financing Statement. For so long as the Lien of the Pledge Agreement is outstanding, Borrower and Additional Pledgor shall forever warrant, defend and preserve such title and the validity and priority of the Lien of the Pledge Agreement and shall forever warrant and defend such title, validity and priority to Lender against the claims of all persons whomsoever. 20735538.3.BUSINESS     70 (b)    Each Mortgage Borrower has good, marketable and insurable (i) with respect to the Ground Leased Property, leasehold title and (ii) with respect to each other Individual Property, fee simple title, to the real property comprising part of the Properties and good title to the balance of the Properties, free and clear of all Liens whatsoever except the Permitted Encumbrances. (c)    Each of Mezzanine A Borrower and Mezzanine A Additional Pledgor has good and marketable title to the applicable Mezzanine A Collateral free and clear of liens whatsoever except Permitted Encumbrances. None of the Permitted Encumbrances, individually or in the aggregate, would reasonably be expected to have nor does have a Material Adverse Effect. Borrower shall cause (i) Mortgage Borrower to forever warrant, defend and preserve the title to the Property, and (ii) Mezzanine A Borrower and Mezzanine A Additional Pledgor to forever warrant, defend and preserve title to the applicable Mezzanine A Collateral and, in each case, to forever warrant and defend the same to Lender against the claims of all persons whomsoever. Section 4.35.    Property Documents (a)    To Borrower’s knowledge, (i) neither Mortgage Borrower, nor any other party is currently in default (nor has any notice been given or received with respect to an alleged or current default) under any of the terms and conditions of any Property Document, (ii) each Property Document remains unmodified and in full force and effect, and (iii) Mortgage Borrower’s interest therein has not been assigned pursuant to any assignment which survives the Closing Date except the assignment to Mortgage Lender pursuant to the Mortgage Loan Documents; (b)    To Borrower’s knowledge, all easements granted pursuant to each Property Document which were to have survived the site preparation and completion of construction (to the extent that the same has been completed), remain in full force and effect and have not been released, terminated, extinguished or discharged by agreement or otherwise; 20735538.3.BUSINESS     71 (c)    All sums due and owing by Mortgage Borrower to the other parties to each Property Document (or by the other parties to each Property Document to Mortgage Borrower) pursuant to the terms of each such Property Document, including connection with any taxes, site preparation and construction, non shareholder (d)    To Borrower’s knowledge, the terms, conditions, covenants, uses and restrictions contained in each Property Document do not conflict in any manner with any terms, conditions, covenants, uses and restrictions contained in any Major Lease or in any agreement between Mortgage Borrower and occupant of any peripheral parcel, including without limitation, conditions and restrictions with respect to kiosk placement, tenant restrictions (type, location or exclusivity), sale of certain goods or services, and/or other use restrictions. All information submitted by Borrower, Mortgage Borrower, Mezzanine A Borrower or their respective agents to Lender and in all financial statements, rent respect or that otherwise would reasonably expected to have or does have a Material Adverse Effect. Borrower has disclosed to Lender all material facts and to the business of Borrower, Mezzanine A Borrower and Mortgage Borrower as presently conducted or as Borrower, Mezzanine A Borrower and Mortgage Borrower contemplates conducting its business are in good standing and uncontested. To Borrower’s knowledge, none of Borrower, Mezzanine A Borrower or Mortgage Borrower has infringed, is infringing, or has received written notice of of others. To Borrower’s knowledge, there is no infringement by others of trademarks, trade names and service marks of Borrower, Mezzanine A Borrower or Mortgage Borrower. Section 4.38.    Compliance with Prescribed Laws Neither any Loan Party nor any of their respective Affiliates (other than, so long as Ashford Hospitality Trust, Inc. is a Publicly Traded Company, any Person that owns any equity 20735538.3.BUSINESS     72 interests in Ashford Hospitality Trust, Inc.) is or will be an entity or person of, Executive Order 13224 issued on September 24, 2001 (“E013224”); (ii) whose Control (“OFAC”) most current list of “Specifically Designed National and Blocked Persons,” (iii) who commits, threatens to commit or supports affiliated with any entity or person who may meet the description in (i), (ii) or (iii) above (any and all parties or persons described in (i) - (iv) above are herein referred to as a “Embargoed Person”). Borrower has implemented procedures to ensure that no Person (other than, so long as Ashford Hospitality Trust, Inc. is a Publicly Traded Company, any Person that owns any equity interests in Ashford Hospitality Trust, Inc.) who now or hereafter owns a direct or indirect equity interest in Borrower is an Embargoed Person or is Controlled by an Prescribed Laws. Section 4.39.    Brokers and Financial Advisors this Agreement. Section 4.40.    Franchise Agreements Collateral as security for the Loan, will not cause Mortgage Borrower or Operating Lessee to violate any covenants contained in any Franchise Agreement. Section 4.41.    PIPS Section 4.42.    Intentionally Omitted. Section 4.43.    Labor Matters Borrower, Mezzanine A Borrower or Mortgage Borrower is a party. Section 4.44.    Ground Lease. 20735538.3.BUSINESS     73 (a)    (1) The Ground Lease is in full force and effect and has not been modified or amended in any manner whatsoever, except as set forth on Schedule XII attached hereto, (ii) there are no existing defaults under the Ground Lease by Mortgage Borrower, or, to Borrower’s knowledge, the lessor thereunder, and, to Borrower’s knowledge, no event has occurred which but for the passage of time, or notice, or both would constitute a default under the Ground Lease, Ground Lease have been paid in full, (iv) neither Mortgage Borrower nor the lessor under the Ground Lease has commenced any action or given or received any notice for the purpose of terminating the Ground Lease, (v) to Borrower’s knowledge, the lessor under any Ground Lease, as debtor in possession or by a trustee for such lessor, has not given any notice of, and Mortgage Borrower has not consented to, any attempt to sell or transfer the Ground Lessor Estate free and clear of the Ground Lease under Section 363(f) (or any similar provision) of the U.S. Bankruptcy Code, and (vi) to Borrower’s knowledge, the lessor under any Ground Lease is not subject to any voluntary or involuntary bankruptcy, reorganization or insolvency proceeding and the Ground Lessor Estate is not an asset being administered in any voluntary or involuntary bankruptcy, reorganization or insolvency proceeding; (b)    The Ground Lease permits the interest of the lessee and/or sublessee, as applicable, thereunder to be encumbered by the Mortgages; (c)    The Ground Lease or a memorandum of Ground Lease has been recorded and, except as indicated in the Owner’s Insurance Policy, Mortgage Borrower’s interest in the Ground Lease is not subject to any Lien (other than the applicable Mortgage); (d)    Except as set forth on Schedule 4.44, Mortgage Borrower’s interest in the Ground Lease is assignable to Lender (and its successors and/or assigns, including the trustee of any REMIC Trust), Mortgage Lender (and its successors and/or assigns, including the trustee of any REMIC Trust) and Mezzanine A Lender (and its successors and/or assigns, including the trustee of a REMIC Trust) upon notice to, but without the consent of, the lessor thereunder and, in the event that it is so assigned, it is further assignable by Lender (and its successors and/or assigns, including the trustee of any REMIC Trust), Mezzanine A Lender (and its successors and/or assigns, including, the trustee of a REMIC Trust) and Mortgage Lender (and its successors and/or assigns, including any trustee of a REMIC Trust) upon notice to, but without the need to obtain the consent of, such lessor; (e)    Except as set forth on Schedule 4.44, the Ground Lease requires the lessor thereunder to give notice of any default by Mortgage Borrower to Lender provided Mortgage Borrower gives such lessor written notice of Lender’s address, and the Ground Lease further provides that any right of Mortgage Borrower or the lessor under the Ground Lease to terminate the Ground Lease shall not be effectively exercised by Mortgage Borrower or such lessor, as applicable, nor honored by Mortgage Borrower or such lessor, as applicable, unless such right of termination shall be joined in and consented to by Lender; 20735538.3.BUSINESS     74 (f)    Except as set forth on Schedule 4.44, Lender is permitted an opportunity of Borrower under the Ground Lease) to cure any default under the Ground Lease, which is curable after the receipt of notice of any default before the lessor thereunder may terminate the Ground Lease; (g)    Except as set forth on Schedule 4.44, the Ground Lease has a term (with extensions) which extends not less than twenty (20) years beyond the Maturity Date; (h)    The Ground Lease requires the lessor thereunder to enter into a new lease with any permitted leasehold mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease by Mortgage Borrower in a bankruptcy proceeding; (i)    Under the terms of the Ground Lease and the applicable Loan Documents and the Mortgage Loan Documents, taken together, any Net Proceeds will be applied either to the Restoration of all or part of the applicable Ground Leased Property or to the payment of the outstanding principal balance of the Mortgage Loan, the Mezzanine A Loan and the Loan together with any accrued interest thereon in the manner, and subject to the provisions of, the Ground Lease; (j)    The Ground Lease does not impose commercially unreasonable restrictions on subletting; and (k)    Borrower shall not permit Mortgage Borrower to exercise its purchase option right under the Portsmouth Ground Lease without first satisfying any conditions precedent that may be reasonably imposed by Lender to the exercise of such purchase option (including, without limitation, a date down of the applicable Owner’s Insurance Policy, together with any endorsements necessary to insure Mortgage Borrower’s ownership of the fee portion of the applicable Property). Section 4.45.    Operating Lease Representations. (a)    (1) The Operating Leases are in full force and effect, (ii) there are no defaults under the Operating Leases by Mortgage Borrower or Operating Lessee, would constitute a default under the Operating Leases, (iii) all rents, additional rents and other sums due and payable under the Operating Leases have been paid current, (iv) neither tenant nor the landlord under the Operating Leases has commenced any action or given or received any notice for the purpose of terminating the Operating Leases, (v) no rent or other amounts due under any Operating Lease has been paid more than thirty (30) days in advance of its due date, (vi) Operating Lessee has not filed any claim of offset and, to the best Operating Lease or otherwise against the rents or other amounts due or to become due thereunder, (vii) Operating Lessee is the owner of the “Tenant’s” or of “Landlord’s” or “Lessor’s” interest in each Operating Lease, and (viii) no transfer or assignment of any interest in any Operating Lease currently exists, except as provided 20735538.3.BUSINESS     75 to Mortgage Lender and Leases of less than 20,000 square feet, Operating Lessee has not sublet any of the Premises demised pursuant to any Operating Lease. (b)    Mortgage Borrower’s interest in the Operating Leases is not subject to any Liens (other than the applicable Mortgage); (c)    All FF&E (whether now or hereafter acquired) used for the operation of the Properties is owned (and will continue to be owned) by the applicable Mortgage Borrower and all other Personal Property, Fixtures (as defined in the Mortgage) and Equipment (as defined in the Mortgage) relating to the Property and the Operating Lease Property (as defined in the Operating Lease Subordination Agreements) and the ownership and operation thereof are owned by Mortgage Borrower or Operating Lessee. Borrower shall cause Mortgage Borrower and Operating Lessee to cause any FF&E, Personal Property, Fixtures and/or Equipment owned by Operating Lessee at the time the Operating Lease is terminated or cancelled to be transferred to Mortgage Borrower; (d)    Operating Lessee owns and maintains Inventory (as defined in the Operating Lease) as is required to operate the Operating Lease Property pursuant to and in accordance with the Operating Lease, the Management Agreement and this Agreement. Borrower shall cause Mortgage Borrower and Operating Lessee to cause any Inventory owned by Operating Lessee at the time the Operating Lease is terminated or cancelled to be transferred to Mortgage Borrower; and (e)    Borrower has delivered to Lender a true, correct and complete copy of the Operating Leases. Section 4.46.    Condominium Representations. (a)    To Borrower’s actual knowledge, the Condominium has been legally and validly created pursuant to all Legal Requirements and the Condominium Documents. (b)    Borrower has delivered to Lender a true, complete and correct copy of each of the Condominium Documents, together with true, complete and correct copies of all amendments and modifications thereto, and none of the Condominium Documents has been otherwise modified, amended or supplemented. (c)    There currently exists no default or event of default under the Condominium Documents by Mortgage Borrower or, to Borrower’s knowledge, by any other party thereto. Except pursuant to the Mortgage Loan Documents, Mortgage Borrower’s interest therein has not been assigned. All fees, dues, charges and assessments, whether annual, monthly, regular, special or otherwise, including, any “Common Expenses” (as such term is defined in the Condominium Documents) (collectively, the “Common Charges”) which are due and payable by Mortgage Borrower to date have been fully paid. There are currently no special or other extraordinary Common Charges pending (other than regular, monthly Common Charges). Except as set forth on Schedule 4.46, the Condominium Board has not established a working capital or any other similar type of 20735538.3.BUSINESS     76 reserve. To Borrower’s knowledge, there are no judgments, suits or claims pending, filed or threatened against the Condominium Board and there are no set-offs, claims, counterclaims or defenses being asserted or, after giving the requisite notice, if any, required under the Condominium Documents, capable of being asserted, for the enforcement of the obligations of any party under the Condominium Documents. The Condominium Board has the sole power and authority to act on behalf of, and bind, the Condominium. (d)    Neither the Condominium Board nor any other Person (other than as set forth on Schedule 4.46) has any right of first refusal or option to purchase the Individual Property subject to the Condominium Documents. (e)    The members of the Condominium Board appointed by Mortgage Borrower are designated as such on Schedule 4.46. (f)    The amount of Common Charges payable by Mortgage Borrower on an annual basis (i) with respect to the Austin Condominium, is $161,779.80, (ii) with respect to the Washingtonian Waterfront Condominium, $0.00, (iii) with respect to the Washingtonian Waterfront Commercial Association, Inc. Condominium, $112,516.68, and (iv) with respect to The Washingtonian Center Association, Inc. Condominium, $17,917.68. (g)    Upon delivery of the notice required by the Condominium Documents, Lender is (i) with respect to the Austin Condominium, a “Mortgagee” (as such term is defined in the Austin Condominium Documents), (ii) with respect to the Gaithersburg Condominium, a “Mortgagee”, a “First Mortgagee” and an “Institutional Lender” (as such terms are defined in the Gaithersburg Condominium Documents), (iii) with respect to the Portsmouth Condominium, a “Mortgagee” (as such term is defined in the Portsmouth Condominium Documents) and (iv) with respect to the Sugar Land Condominium, a “mortgagee” and a “First Mortgagee” (as such terms are used or defined in the applicable Sugar Land Condominium Documents). (h)    All conditions of the Condominium Documents which were required to be satisfied, and all approvals which were required to be given in connection with the making of the Loan, have been satisfied, given or waived. (i)    (i) with respect to the Sugar Land Hotel and Conference Center Condominium, except with respect to any vote requiring the consent of a super-majority or unanimous consent pursuant to and in accordance with the related Condominium Documents, the Condominium Board and Condominium are controlled by members thereof appointed by Mortgage Borrower, (ii) with respect to the Portsmouth Condominium, the Condominium Board and the Condominium are controlled by members thereof appointed by Mortgage Borrower, so long as there is no event of default under the related Ground Lease, (iii) with respect to the Austin Condominium, the Condominium Board and Condominium are not controlled by members thereof appointed by Mortgage Borrower, (iv) with respect to the Gaithersburg Condominium, the Condominium Board and Condominium are not controlled by members thereof appointed by 20735538.3.BUSINESS     77 Mortgage Borrower, and (v) with respect to the Sugar Land Condominium (other than the Sugar Land Hotel and Conference Center Condominium), the Condominium Board and Condominium are not controlled by members thereof appointed by Mortgage Borrower. (j)    To the knowledge of Borrower, neither the Condominium Board nor the Condominium are party to any loan, credit agreement or other arrangement for any extension of credit, whether funded or to be funded. Section 4.47.    Affiliates applicable Pledged Interests. Section 4.48.    Mortgage Borrower Mezzanine A Borrower Representations Borrower has reviewed the representations and warranties made in the (a) Mortgage Loan Documents for the benefit of Mortgage Lender and (b) Mezzanine A Loan Document for the benefit of Mezzanine A Lender and, in each case, such representations and warranties are true, correct and complete and such Section 4.49.    Mortgage Loan Documents Borrower has or has caused to be delivered to Lender true, complete and correct Section 4.50.    Other Mezzanine Loan Documents copies of all Other Mezzanine Loan Documents, and none of the Other Mezzanine Loan Documents has been amended or modified as of the date thereof. Section 4.51.    Mortgage Loan Default and Mezzanine A Loan Default The Mortgage Loan has been fully funded in the amount of $815,000,000.00. The Mezzanine A Loan has been fully funded in the amount of $80,000,000.00. To the best of Borrower’s knowledge, information and belief, after due inquiry, no Mortgage Loan Default or Mezzanine A Loan Default exists as of the date hereof. Section 4.52.    Survival elsewhere in this Agreement and in the 20735538.3.BUSINESS     78 other Loan Documents shall be deemed given and made as of the date hereof and ARTICLE 5     BORROWER COVENANTS release of the Lien of the Pledge Agreement encumbering the Collateral (and all (g)    Borrower shall (and shall cause Mortgage Borrower and Mezzanine A Borrower to) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence and all of its material rights, licenses, permits and franchises and comply with all applicable material Legal Requirements. Borrower shall not (and shall not permit Mortgage Borrower or Mezzanine A Borrower to) commit, permit or suffer to exist any act or omission Individual Property or any part thereof or the Collateral or any part thereof or Documents. Borrower shall (and shall cause Mortgage Borrower and Mezzanine A Borrower to) at all times maintain, preserve and protect all franchises and trade names used in connection with the ownership of the Collateral and the operation of the Properties. Promptly following (but, in no event, later than two (2) Business Days after) the completion of the 1031 Exchange, Borrower shall provide to Lender written notice informing Lender that the 1031 Exchange has been completed and certifying that the Post 1031 Exchange Organizational Chart accurately lists the direct and indirect owners of the equity interests in defined in this Agreement and the Mezzanine A Loan Agreement), HHSD, Operating Lessee, each Mortgage Borrower SPE Component Entity and each Guarantor (when not an individual) as of such date. Borrower expects that the 1031 Exchange will be completed on or about March 14, 2015. (h)    After prior written notice to Lender, Borrower, at its own expense, may contest (or cause to be contested) by appropriate legal proceeding, promptly to which Borrower, Mezzanine A Borrower, Mortgage Borrower, the Collateral, the Mezzanine A Collateral or any Individual Property is subject and shall not constitute a default thereunder; (iii) 20735538.3.BUSINESS     79 none of the Properties, any part thereof or interest therein, the Collateral or any part thereof, or the Mezzanine A Collateral or any part thereof or interest therein or interest therein nor Borrower, Mortgage Borrower, Mezzanine A Borrower, Additional Pledgor, Mezzanine A Additional Pledgor or Operating Lessee nor HHSD shall be affected in any material adverse way as a result of such civil or criminal liability on Borrower, Mezzanine A Borrower, Mortgage Borrower, Mortgage Borrower SPE Component Entity, Mezzanine A Additional Pledgor any SPE Component Entity, Additional Pledgor, Operating Lessee, HHSD or Lender; (v) Borrower shall (or shall have caused Mortgage Borrower to) have furnished such security has been furnished in the proceeding, to ensure compliance by Borrower and/or Mezzanine A Borrower and Mortgage Borrower with the Legal Requirements; and (vi) Borrower shall (or shall have caused Mortgage Borrower and/or Mezzanine A Borrower to) have furnished to Lender all other items reasonably requested by Lender in connection therewith. (i)    At the request of Lender, Borrower shall (and shall cause Mortgage Borrower to), upon the occurrence and during the continuance of an Event of Default under this Agreement or any of the other Loan Documents, cooperate with Lender to cause all licenses and permits related to each Property to be assigned to Lender (or its nominee) if such permits or licenses are assignable or otherwise cause such licenses or permits to be held by Borrower, Mezzanine A Borrower, Mortgage Borrower, Manager or Operating Lessee, as applicable, for the benefit of Lender until such time as Lender can obtain such licenses or permits in its own name or the name of a nominee. Borrower shall cause (or shall cause Mortgage Borrower, Mezzanine A Borrower and/or Operating Lessee to cause) the Properties to be maintained in a good, safe and insurable condition and in compliance with all applicable Legal Requirements, and shall promptly (or shall promptly cause Mortgage Borrower and/or Operating Lessee to) make all repairs to the Properties, above grade and Effect. All repairs made (or caused to be made) by Borrower, Mezzanine A Borrower, Mortgage Borrower or Operating Lessee shall be made in a good and removed, demolished or other than in accordance with the provisions of Section 5.21, materially altered (except for normal replacement of the Personal provisions the use of all or any portion of any Individual Property is or shall become a nonconforming use, Borrower will not (and will not cause or permit Mortgage Borrower or Mezzanine A Borrower to) cause or permit the nonconforming the express prior written consent of Lender. 20735538.3.BUSINESS     80 Section 5.3.    Waste Borrower shall not (and shall not cause or permit Mortgage Borrower to) commit Property, Mezzanine A Collateral, or the Collateral. Borrower will not (and will not cause or permit Mortgage Borrower or Mezzanine A Borrower to), without the (h)    Borrower shall pay (or cause Mortgage Borrower to pay) all Property Taxes however, Borrower’s obligation to (or cause Mortgage Borrower to pay) directly pay Property Taxes shall be suspended for so long as Mortgage Borrower complies with the terms and provisions of Section 9.4 of the Mortgage Loan Agreement and Section 9.1 hereof. Borrower shall furnish to Lender receipts for the payment of the Property Taxes and the Other Charges at least five (5) days prior to the that such Property Taxes have been paid by Mortgage Lender pursuant to Section 9.4 of the Mortgage Loan Agreement). Subject to the terms of Section 5.4(b) hereof, Borrower shall not suffer and shall promptly cause to be paid and against any Individual Property, and shall promptly pay for all utility services provided to the Properties. If Mortgage Borrower shall fail to pay any Property Taxes or Other Charges in accordance with this Section 5.4 and is not contesting or causing a contesting of such Property Taxes or Other Charges in accordance the Debt secured by the Pledge Agreement. (i)    After prior written notice to Lender, Borrower, at its own expense, may (or may cause Mortgage Borrower to) contest by appropriate legal proceeding, provisions of any other instrument to which Borrower, Mezzanine A Borrower or Mortgage Borrower is subject 20735538.3.BUSINESS     81 the Properties nor any part thereof or direct or indirect interest therein nor the Collateral nor any part thereof or direct or indirect interest therein will Borrower shall promptly upon final determination thereof pay (or cause Mortgage Borrower to pay) the amount of any such Property Taxes or Other Charges, contested Property Taxes or Other Charges from each Individual Property; (vi) Borrower shall (or shall cause Mortgage Borrower to) furnish such security as may be required in the proceeding, or if no such security has been furnished in the proceeding or to Mortgage Lender or Mezzanine A Lender, Borrower shall (or shall cause Mortgage Borrower to) furnish such reserve deposits as may be requested by Lender, to ensure the payment of any such Property Taxes or Other Charges, together with all interest and penalties thereon (unless Borrower, Mezzanine A Borrower or Mortgage Borrower has paid all of the Property Taxes or Other Charges under protest); (vii) failure to pay such Property Taxes or Other Charges will not subject Borrower, Mezzanine A Borrower, Mortgage Borrower or Lender to any civil or criminal liability; (viii) such contest is not reasonably expected to have and does not have a Material Adverse Effect; and (ix) Borrower (j)    Each Loan Party will timely file all U.S. federal, state, and other material tax returns required to be filed by it and will timely pay all Taxes shown on such returns or any assessments received by it and all other material Taxes (other than any Property Taxes, which shall be governed by Section 5.4(a) and (b)). Section 5.5.    Litigation governmental proceedings pending or threatened in writing against any Loan Party, the Collateral or any Individual Property which would reasonably be Section 5.6.    Access to Properties (which may be given telephonically or by e-mail), subject to Borrower’s (or Mortgage Borrower’s) usual and customary safety requirements and accompanied by a representative of Borrower (or Mortgage Borrower). 20735538.3.BUSINESS     82 Borrower shall (and shall cause Mezzanine A Borrower and/or Mortgage Borrower to) promptly advise Lender (a) of any event or condition that would reasonably be expected to have or does have a Material Adverse Effect of which Borrower, Mezzanine A Borrower or Mortgage Borrower has knowledge, and (b) of the occurrence of any Default or Event of Default of which Borrower, Mezzanine A to) at Borrower’s expense cooperate fully with Lender with respect to any reasonably be expected to have, or does have, a Material Adverse Effect and, in proceedings, other than those proceedings where Borrower and Lender are adverse parties. to) in a timely manner observe, perform and fulfill each and every covenant, and the other Loan Documents or by Mortgage Borrower under the Mortgage Loan Agreement and the other Mortgage Loan Documents or by Mezzanine A Borrower under the Mezzanine A Loan Agreement and the other Mezzanine A Loan Documents, as applicable, and any other agreement or instrument affecting or pertaining to the Collateral or each Individual Property and any amendments, modifications or changes thereto (except to the extent waived by the counterparty thereto, provided that such action or failure to act by Borrower does not otherwise require Lender’s consent under the Loan Documents). Subject to the rights of Mortgage Lender under the Mortgage Loan Documents and Mezzanine A Lender under the Mezzanine A Loan Documents, Borrower shall cooperate with Lender in obtaining for Lender (to the extent that this Agreement provides for such Awards or Insurance Proceeds to be paid to Lender) the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with the Properties, and Lender shall be reimbursed for any expenses and disbursements, the cost of any Restoration Consultant and the payment by Casualty or Condemnation affecting any Individual Property or any part thereof) out of such Awards or Insurance Proceeds. 20735538.3.BUSINESS     83 (a)    Borrower shall keep adequate books and records of account on an accrual basis and in all material respects in accordance with the Uniform System of Accounts and GAAP, consistently applied and shall furnish (or shall cause to be furnished) to Lender: (i)    prior to the Securitization of the Loan and at any time during a Cash Sweep Period, monthly financial statements, including operating statements and year-to-date, annual and trailing twelve (12) months financial statements (including, operating statements) (provided that Borrower shall not be required to deliver monthly financial statements for the month of January and the last month of a calendar quarter) of the Properties, the Mezzanine A Collateral and the Collateral prepared and certified by Borrower in a form approved by Lender, (ii)    quarterly financial statements, including operating statements and year-to-date, annual and trailing twelve (12) months financial statements of the Properties, the Mezzanine A Collateral and the Collateral on a consolidated basis for all Persons constituting Borrower, prepared and certified by Borrower in a form approved by Lender, detailing Gross Revenues received, Operating Expenses incurred, the net operating income before and after Debt Service and Capital Expenditures and containing occupancy, average daily room, and revenue per available room statistics as well as such other information as is necessary operation of the Properties, within forty-five (45) days after the end of each fiscal quarter; (iii)    the most current Smith Travel Research Reports then available (or if not available, any successor thereto) to Mortgage Borrower reflecting market penetration and relevant hotel properties competing with the Properties, within (iv)    (a) annual unaudited financial statements on a consolidated basis for all Persons constituting Borrower, including, a balance sheet, profit and loss position of Borrower and Guarantor, prepared (1) with respect to Borrower and certified by Borrower and (2) with respect to Guarantor and certified by Guarantor, in each case, within ninety (90) days after the close of each fiscal year of Borrower and Guarantor, as the case may be; provided, however, Guarantor’s obligations under this Section 5.11(a)(iv) shall be deemed satisfied for so long as (1) Guarantor’s financial statements are consolidated with the financial statements of a Publicly Traded Company and (2) on or before the dates required hereunder, Borrower delivers to Lender all financial statements of such Publicly 20735538.3.BUSINESS     84 Traded Company, including, without limitation, those required pursuant to the Exchange Act, the Sarbanes-Oxley Act of 2002 and the listing requirements of the applicable stock exchange. (v)    an Annual Budget (which shall include, among other things, an estimate of the Ground Rent due under each Ground Lease for the calendar year that is the subject of such Annual Budget) not later than thirty (30) days prior to the commencement of each fiscal year of Mortgage Borrower, which shall be subject to the reasonable approval of Lender (to the extent that Mortgage Borrower or cause (or shall cause Mortgage Borrower or Operating Lessee to cause) the revision of such Annual Budget and resubmit the same to Lender. Lender shall description of such objections) and Borrower shall promptly cause (or shall cause Mortgage Borrower or Operating Lessee to cause) the revision of the same in accordance with the process described in this subsection until Lender Annual Budget shall be adjusted to reflect (A) actual increases in Property Taxes, Insurance Premiums, utilities expenses and expenses under the Management provided such increases do not exceed a five percent (5%) increase in the Annual Budget in the aggregate; and (vi)    a quarterly calculation of the Debt Yield and Debt Service Coverage Ratio for the immediately preceding twelve (12) months as of the last day of such quarter, prepared and certified by Borrower, within thirty (30) days of the (b)    Borrower shall furnish (or shall cause to be furnished) Lender such other Major Lease or otherwise in Borrower’s, Mezzanine A Borrower’s or Mortgage Borrower’s possession), and shall furnish to Lender and its agents convenient (c)    Borrower shall promptly furnish (or shall cause to be furnished) to Lender copies of any and all budgets, financial statements or other reports prepared by or on behalf of any Condominium Board, Manager or Franchisor and delivered to Borrower, Mortgage Borrower or Operating Lessee or any of their respective Affiliates pursuant to and in accordance with any Condominium Documents, the Management Agreement (or Replacement Management Agreement) or Franchise Agreement (or Replacement Franchise Agreement), as applicable. 20735538.3.BUSINESS     85 (d)    In the event of any material adverse change (as reasonably determined by Borrower) in the financial or physical condition of any Property (including, without limitation, in the event of any termination of any Major Lease or any termination or cancellation of any terrorism or other insurance required by the Loan Documents), Borrower shall promptly notify Lender in writing of such material adverse change, which notice shall describe such material change in reasonable detail. (e)    Within thirty (30) days after the end of each calendar year and at any time that Ground Rent under any Ground Lease is adjusted or otherwise modified by the lessor under the Ground Lease pursuant to the terms of the Ground Lease, Borrower shall deliver (or cause to be delivered) to Lender a spreadsheet, together with all back-up documentation as may be reasonably requested by Lender, detailing the percentage rent due under each Ground Lease (if any) for (f)    All items requiring the certification of Borrower pursuant to this Section 5.11 shall, except where Borrower is an individual, require a remedy the same. the Loan, Mezzanine A Loan and the Mortgage Loan, (ii) the rate of interest on the Loan, Mezzanine A Loan and the Mortgage Loan, (iii) the unpaid principal amount of the Loan, Mezzanine A Loan and the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid under the Loan, Mezzanine A Loan and the Mortgage Loan, (v) the Maturity Date, (vi) offsets or defenses to the payment of the Debt, Mezzanine A Loan or the Mortgage Loan, if any, and (vii) that the Note, this Agreement, the Pledge Agreement and the other (b)    Borrower shall cause Mortgage Borrower or Operating Lessee to use commercially reasonable efforts to deliver to Lender, consistent with the terms long as no Event of Default is then continuing), promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the related Major Lease as Lender may require, including, but not limited to attestations that each Major Lease Lease. 20735538.3.BUSINESS     86 (c)    Upon Lender’s request, Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to deliver to Lender an estoppel certificate from the lessor under the Ground Lease stating that (i) the Ground Lease is in neither the lessor nor Mortgage Borrower is in default under any of the terms, covenants or provisions of the Ground Lease and such lessor knows of no event constitute an event of default under the Ground Lease, (iii) neither the lessor nor Mortgage Borrower has commenced any action or given or received any notice for the purpose of terminating the Ground Lease and (iv) all sums due and payable under the Ground Lease have been paid in full. (d)    Borrower shall, upon request of Lender, cause Mortgage Borrower or Operating Lessee to use commercially reasonable efforts to deliver an estoppel certificate from each Franchisor and Manager stating (i) whether the applicable Franchise Agreement or the applicable Management Agreement, as applicable, is in full force and effect and has been modified, amended or assigned, (ii) whether the Franchisor or Manager, as applicable, or Operating Lessee or Mortgage Franchise Agreement or the applicable Management Agreement, as applicable, and whether the Franchisor or Manager, as applicable know of any event which, but default under the Franchise Agreement or the applicable Management Agreement, as applicable,, (iii) whether Franchisor or Manager, as applicable, or Operating Lessee or Mortgage Borrower has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement or the applicable Management Agreement, as applicable, and (iv) whether all sums due and payable to Franchisor under the Franchise Agreement or the applicable Management Agreement, as applicable, have been paid in full. (e)    Within ten (10) Business Days of request by Lender, Borrower shall furnish Lender, an estoppel certificate from any of Additional Pledgor, Mezzanine A Additional Pledgor, HHSD and Operating Lessee in form and substance (f)    Borrower shall, upon request of Lender, cause Mortgage Borrower to use commercially reasonable efforts to deliver an estoppel from each Condominium Board in form and substance substantially similar to the related estoppel (a)    Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) that is not a Major Lease without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates date such Lease is executed by Mortgage Borrower or Operating Lessee (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is 20735538.3.BUSINESS     87 provided for in the original Lease), (ii) is an arm’s length transaction with a the requirements set forth in this subsection (each a “Required Approval Lease”) shall be subject to the prior approval of Lender. Borrower shall cause Mortgage Borrower and Operating Lessee to promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s certification that Mortgage Borrower or Operating Lessee has satisfied all of the conditions of this Section. Borrower shall pay the costs and expenses (b)    Borrower shall (and shall cause Mortgage Borrower or Operating Lessee to) (i) observe and perform all the obligations imposed upon the landlord under the Leases in all material respects and shall not do or permit to be done anything send copies to Lender of all notices of material default which Mortgage Borrower or Operating Lessee shall send or receive under a Major Lease; (iii) enforce all part of the tenant thereunder to be observed or performed; (iv) not collect any deemed Rents collected in advance); (v) hold all security deposits in accordance with the terms of the applicable Lease and Legal Requirements; (vi) not execute any assignment of the landlord’s interest in any of the Leases or the Rents except as contemplated by the Loan Documents; and (vii) not consent to any assignment of or subletting under any Major Leases not in accordance with their terms, without the prior written consent of Lender, such consent not to be (c)    Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee, without the prior written consent of Lender, to amend, modify or waive the provisions of or terminate, reduce Rents or accept a surrender of space under, or shorten the term of, any Lease which is not a Major Lease (including shortening, is otherwise in compliance with the requirements of this Agreement, the Mortgage Loan Agreement and any subordination agreement binding upon Mortgage Lender with respect to such Lease. A termination of a Lease with a tenant who is in monetary default beyond applicable notice and grace periods shall not be considered an action which has a Material Adverse Effect. Borrower shall be permitted to cause Mortgage Borrower or Operating Lessee to terminate a Major Lease with a tenant who is in default beyond applicable notice and grace periods without the prior written approval of Lender provided no Cash Sweep Period is continuing. Any amendment, modification, waiver, 20735538.3.BUSINESS     88 termination, rent reduction, space surrender or term shortening which does not satisfy the requirements set forth in this subsection shall be subject to the prior written approval of Lender (not to be unreasonably withheld or delayed) (each, a “Lease Modification”), at Borrower’s expense. Borrower shall (or shall cause Mortgage Borrower or Operating Lessee to) promptly deliver to Lender copies of amendments, modifications and waivers which are entered into pursuant to this subsection together with Borrower’s certification that it and Mortgage Borrower has satisfied all of the conditions of this subsection. (d)    Notwithstanding anything contained herein to the contrary, Borrower shall not (and shall not permit Mortgage Borrower or Operating Lessee) to, without the prior written consent of Lender, such consent not to be unreasonably withheld, or shorten the term of any Major Lease. (e)    Notwithstanding anything contained herein to the contrary (unless the same does not require Mortgage Borrower’s or Operating Lessee’s consent pursuant to the terms of the applicable Lease), Borrower shall not permit Mortgage Borrower or Operating Lessee to, without the prior written consent of Lender, reduce Rents under, accept a surrender of space under, or shorten the term of any Lease during a Cash Sweep Period. (f)    Each request by Borrower for approval and consent by Lender pursuant to this Section 5.13 shall be in writing and be subject to the Deemed Approval Standard. (a)    Borrower shall cause Mortgage Borrower or Operating Lessee to (i) diligently perform and observe all of the terms, covenants and conditions notice of default or other material notice received by Mortgage Borrower or Operating Lessee under the Management Agreement; (iv) promptly give notice to Lender of any notice or information that Mortgage Borrower or Operating Lessee that Manager is otherwise discontinuing its management of any Individual Agreement. Documents and Mezzanine A Lender under the Mezzanine A Loan Documents, if at any (ii) unless managed by a Brand Manager, Lender has accelerated the Loan as a result of an Event of Default hereunder; (iii) a material default has occurred and is continuing under the Management Agreement after the 20735538.3.BUSINESS     89 expiration of all notice and cure periods contained thereunder, or (iv) Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds, Borrower shall cause Mortgage Borrower or Operating Lessee to, at the request of Lender and if permitted pursuant to the terms of the Management Agreement, terminate the Management Agreement upon thirty (30) days (or such other period of time as is required under the applicable Management Agreement) prior notice to Manager and promptly (but in no event more than sixty (60) days after such termination) replace Manager with a Qualified Manager pursuant to a Replacement Management Agreement in accordance with the terms hereof. (c)    Borrower shall not and shall not permit Mortgage Borrower or Operating Lessee to, without the prior written consent of Lender (which consent shall not cancel, or consent to the surrender, termination or cancellation of, the Management Agreement or replace Manager or enter into any other management agreement with respect to any Individual Property, except as provided in subsection (e) below; (ii) consent to the assignment by Manager of its interest under the Management Agreement except to a Qualified Manager or (iii) if such action could reasonably be expected to have a Material Adverse Effect, (1) amend, or waive or release any of the terms and conditions under, the Management Agreement in any material respect. In the event that Borrower, Mortgage Borrower or Operating Lessee replaces Manager at any time during the term of the Loan pursuant to this subsection, such Manager shall be deemed to be a Qualified Manager. (d)    Each request by Borrower for approval and consent by Lender pursuant to this Section 5.14 shall be in writing and be subject to the Deemed Approval Standards. (e)    Notwithstanding the foregoing, provided no Event of Default is continuing, Borrower shall have the right (or Borrower shall have the right to cause Mortgage Borrower or Operating Lessee to or to cause Mortgage Borrower or Operating Lessee to permit Manager), without the prior written approval of Default hereunder in the event that (A) Borrower shall have failed to pay (or failed to cause Mortgage Borrower or Operating Lessee to pay) any termination fee due to such Manager pursuant to the applicable Management Agreement within the time period specified in such Management Agreement, unless being contested in good faith, (B) Borrower shall have failed to (w) deliver (or cause to be delivered) to Lender a PIP Guaranty to the extent required pursuant to the terms of this Agreement or (y) cause Mortgage Borrower to make the deposit required in connection with any New PIP pursuant to and in accordance with Section 9.9 of the Mortgage Loan Agreement or (C) within sixty (60) days of the termination of such Management Agreement, Borrower fails to (or fails to cause Mortgage Borrower or Operating Lessee to) deliver evidence reasonably acceptable to Lender that a Replacement Management Agreement with a Qualified Manager is in (1) if the terminated 20735538.3.BUSINESS     90 Management Agreement was with a Brand Manager (for which no separate Franchise Agreement existed), and the Replacement Management Agreement is with a Qualified Manager that is not a Brand Manager, Mortgage Borrower or Operating Lessee, as applicable, shall deliver evidence to Lender that Mortgage Borrower or Operating Lessee has entered into a Replacement Franchise Agreement with a Qualified Franchisor within such sixty (60) day period and (2) if a Franchise Agreement for the applicable Individual Property exists, and the Replacement Management Agreement is with a Brand Manager for which no separate Franchise Agreement is required by such Brand Manager, Mortgage Borrower or Operating Lessee, as Lessee has terminated the existing Franchise Agreement within such sixty (60) day period. Section 5.15.    Liens Mezzanine A Borrower, Mortgage Borrower or Operating Lessee to create, incur, Mezzanine A Collateral or permit any such action to be taken, except Permitted Encumbrances. Neither Borrower nor Additional Pledgor shall, without the prior Permitted Encumbrances. (other than termination of Leases in accordance with the Mortgage Loan Agreement, the Mezzanine A Loan Agreement and this Agreement) owed to Borrower Borrower’s business. Borrower shall not cause or permit Mezzanine A Borrower, Mortgage Borrower, HHSD, Mezzanine A Additional Pledgor, Additional Pledgor or Operating Lessee to cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Mezzanine A Borrower, Mortgage Borrower, HHSD, Mezzanine A Additional Pledgor, Additional Pledgor or Operating Lessee by any Person, except for adequate consideration and in the ordinary course of Mezzanine A Borrower’s, Mortgage Borrower’s, HHSD, Mezzanine A Additional Pledgor, Additional Pledgor or Operating Lessee’s business. Section 5.17.    Zoning Borrower shall not cause or permit Mortgage Borrower, HHSD, Mezzanine A Additional Pledgor, Additional Pledgor or Operating Lessee to (i) initiate or or seek any variance under any existing zoning ordinance or (ii) use or permit the use of any portion of the Properties in any manner that could result in such 20735538.3.BUSINESS     91 Section 5.18.    ERISA (a)    Borrower shall not and shall not permit Mortgage Borrower, Mezzanine A Borrower, Additional Pledgor, Mezzanine A Additional Pledgor, HHSD or Operating Lessee to engage in any transaction which would cause any obligation, or action under the Note, this Agreement or the other Loan Documents) to be a non exempt under ERISA. sole discretion, that (i) no Loan Party is and does maintain an “employee (ii) no Loan Party is subject to state statutes regulating investments of, or fiduciary obligations with respect to, governmental plans; and (iii) with respect to each Loan Party one or more of the following circumstances is true: (i)    Equity interests in such Loan Party are publicly offered securities, interests in such Loan Party are held by “benefit plan investors” within the (iii)    Such Loan Party qualifies as an “operating company” or a “real estate Borrower, Mezzanine A Additional Pledgor, Additional Pledgor or Operating Lessee to suffer, permit or initiate the joint assessment of the real property comprising any Individual Property with (a) any other real property constituting a tax lot separate from such Individual Property, or (b) any portion of such personal property shall be assessed or levied or charged to such real property. Section 5.20.    Intentionally Omitted Section 5.21.    Alterations accordance with the terms of this Agreement, (2) alterations 20735538.3.BUSINESS     92 specifically provided for in an Annual Budget which has been approved by Lender or pursuant to an Annual Budget which Mortgage Borrower or Operating Lessee does not have the right to approve pursuant to the applicable Management Agreement, Management Agreement or any (4) PIP required by Franchisor or Brand Manager, (a) that are reasonably expected to have or does have a Material Adverse Effect on any Individual Property, (b) that are structural in nature or have a material adverse effect on any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements or (c) any related alterations, improvements or replacements), are reasonably anticipated to have a cost in excess of the Alteration Threshold. If the total the Improvements shall at any time exceed the Alteration Threshold (with credit given for any balance in the FF&E Reserve (as defined in the Mortgage Loan Agreement) which is specifically allocated to the applicable Individual Property), Borrower shall promptly deliver to Lender, or shall cause Mortgage Borrower to promptly deliver to Mortgage Lender, as security for the payment of Loan Documents and Mortgage Borrower’s obligations under the Mortgage Loan of the United States of America or other obligations which are “government of 1940, to the extent acceptable to the applicable Rating Agencies, or (iii) a letter of credit acceptable to Lender in its sole and absolute discretion. Such Section 5.22.    Property Documents Property Documents to be fulfilled or performed by Mortgage Borrower thereunder, if any, in a commercially reasonable manner; (b) Borrower shall, in the manner provided for in this Agreement, give (or shall cause to be given) prompt notice to Lender of any material written default notice received by Mortgage Borrower under any Property Document, together with a complete copy of any such notice; (c) Borrower shall cause Mortgage Borrower to enforce, short of termination thereof, the performance and observance of each and every material term, covenant and provision of the Property Documents to be performed or observed, if Borrower shall not permit Mortgage Borrower to terminate or cancel (in each case, whether by the express terms of the Property Document or otherwise) or amend any of the terms or provisions of any Property Document, except, in each case, done in the ordinary course of business or as may be commercially reasonable in Mortgage Borrower’s ordinary course of business solely to the extent that such termination or modification is not reasonably likely to have a Material Adverse Effect, without the prior written consent of Lender, which consent shall not be unreasonably withheld, 20735538.3.BUSINESS     93 conditioned or delayed. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.22 shall be in writing and be subject to the Deemed Approval Standards. Section 5.23.    Compliance with Prescribed Laws No Loan Party or any of their respective Affiliates shall (a) conduct any business, or engage in any transaction or dealing, with any Embargoed Person, (b) engage in or conspire to engage in any transaction that evades or avoids or is for the purpose of evading or avoiding any of the prohibitions of EO13224, (c) be or become subject at any time to any law, regulation, or list of any conducting business with Borrower, or (d) fail to provide documentary and other evidence of Borrower’s identity as may be reasonably requested by any Lender at any time in its sole and absolute discretion to enable any Lender to (x) verify Borrower’s identity or to comply with Prescribed Laws, (y) confirm that no Loan Party is an Embargoed Person and (z) confirm that no Loan Party has engaged in any business transaction or dealings with an Embargoed Person, including, but services to or for the benefit of an Embargoed Person. In addition, Borrower hereby agrees to provide to Lender any additional information with respect to Borrower that Lender deems necessary from time to time in order to ensure Section 5.24.    Interest Rate Cap Agreement (a)    Prior to or contemporaneously with the Closing Date, Borrower shall have obtained the Interest Rate Cap Agreement. The Interest Rate Cap Agreement shall If, at any time, the interest rate cap provider ceases to be an Acceptable Counterparty, Borrower shall replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement at Borrower’s sole cost and expense within ten (10) days of receipt of notice from Lender that the interest rate cap provider is no longer an Acceptable Counterparty. to receive any and all payments under the Interest Rate Cap Agreement and shall deliver to Lender counterparts of such Collateral Assignment of Interest Rate Cap Agreement executed by Borrower and the Acceptable Counterparty and notify the Acceptable Counterparty of such collateral assignment (either in such Interest Rate Cap Agreement or by separate instrument). At such time as the Loan is repaid in full, all of Lender’s right, title and interest in the Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver at Borrower’s sole cost and expense, such documents as may be required to evidence Lender’s release of the Collateral Assignment of Interest Rate Cap Agreement and to notify the Acceptable Counterparty of such release. 20735538.3.BUSINESS     94 Lender shall be deposited immediately into the Cash Management Account or as otherwise directed by Lender. Borrower shall take all actions reasonably Interest Rate Cap Agreement or any Replacement Interest Rate Cap Agreement as and when required hereunder, or fails to maintain such agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement or any Replacement Interest Rate Cap Agreement, as applicable, and the cost incurred by Lender in purchasing the Interest Rate Cap Agreement or any Replacement Interest Rate Cap Agreement, as applicable, shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e)    In connection with the Interest Rate Cap Agreement and any Replacement Interest Rate Cap Agreement, Borrower shall, within ten (10) Business Days (or such other longer period of time as reasonably approved by Lender) of the effectiveness of such Replacement Interest Rate Cap Agreement, obtain and deliver to Lender an opinion from counsel (which counsel may be in house counsel part, that: obligations under, the Interest Rate Cap Agreement or the Replacement Interest Rate Cap Agreement, as applicable; (ii)    the execution and delivery of the Interest Rate Cap Agreement or the Replacement Interest Rate Cap Agreement, as applicable, by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has not contravene any provision of its certificate of incorporation or by laws (or and delivery by the Acceptable Counterparty of the Interest Rate Cap Agreement or the Replacement Interest Rate Cap Agreement, as applicable, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant 20735538.3.BUSINESS     95 (iv)    the Interest Rate Cap Agreement or the Replacement Interest Cap Agreement, as applicable, and any other agreement which the Acceptable and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable Section 5.25.    Franchise Agreement (a)    Except as provided in this Agreement, the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) capital expenditure plan, notice of non-performance, report, and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) not terminate, cancel, or replace the Franchise Agreements (except as provided in subsection (b) below), nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and be subject to the Deemed Approval Standard. (b)    Notwithstanding the foregoing, provided no Event of Default is permit or cause Mortgage Borrower or Operating Lessee to permit Franchisor to), without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that (A) Borrower shall have failed to pay (or failed to cause Mortgage Borrower or Operating Lessee to pay) any termination fee or other amounts due to such Franchisor pursuant to the applicable Franchise Agreement within 20735538.3.BUSINESS     96 the time period specified in such Franchise Agreement, unless contested in good faith, (B) Borrower shall have failed to (w) deliver (or cause to be delivered) to Lender a PIP Guaranty to the extent required pursuant to the terms of this such Franchise Agreement, Borrower fails to (or fails to cause Operating Lessee to) deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement with a Qualified Franchisor or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual Property. (c)    The Individual Property commonly known as the Hilton Garden Inn Austin and located in Austin, Texas, failed its most recent “quality assurance” inspection. Attached hereto as Schedule 5.25 is a true, correct and complete list of the repairs required to be completed in order to resolve such quality assurance inspection failure. Borrower hereby covenants and agrees to cause Mortgage Borrower to complete such repairs to the extent necessary to resolve such failure in accordance with this Agreement, the Mortgage Loan Agreement, the related Franchise Agreement and all applicable laws. Section 5.26.    Trade Names Except as expressly provided herein, Borrower shall not change (or permit to be changed) the trade name or names under which Borrower, Mezzanine A Borrower, Operating Lessee operates the Collateral, Mezzanine A Collateral or any Section 5.27.    Ground Lease (a)    With respect to the Ground Lease, Borrower shall cause Mortgage Borrower to (i) except to the extent reserved for by Mortgage Lender pursuant to Section 9.8 of the Mortgage Loan Agreement, pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any written notice by the lessor under any Ground Lease to Mortgage Borrower of any default by Mortgage Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice within two (2) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency proceeding of the lessor under any Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within two (2) Business Days of Mortgage Borrower’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Mortgage Borrower in connection with such bankruptcy, reorganization or insolvency proceeding within two (2) Business Days after receipt. Borrower shall not (and shall not permit Mortgage Borrower to), without the prior consent of Lender, (w) take any action or fail to take any action which would result 20735538.3.BUSINESS     97 in the surrender of the leasehold estate created by the Ground Lease or the termination or cancellation of the Ground Lease, (x) modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, or (y) vacate the premises upon the land underlying the Ground Lease. (b)    With respect to the Ground Lease, if Mortgage Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided cause all of the terms, covenants and conditions of the Ground Lease on the part of Mortgage Borrower to be performed or observed on behalf of Mortgage Borrower, to the end that the rights of Mortgage Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any written notice of default under the Ground Lease, such notice shall constitute full protection to Lender reliance thereon. Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within one (1) year prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes of and upon behalf of Borrower, which power of attorney shall be irrevocable and Section 5.28.    The Operating Lease. With respect to each Operating Lease, (a)    Borrower shall (and shall cause Mortgage Borrower to) (i) diligently perform and observe all of the terms, covenants and conditions of the Operating Lease on the part of Mortgage Borrower, as landlord thereunder, (ii) promptly notify Lender of the giving of any notice under the Operating Lease to Mortgage Borrower of any default by Mortgage Borrower, as landlord thereunder, and deliver to Lender a true copy of each such notice within five (5) Business Days of receipt and (iii) promptly notify Lender of any bankruptcy, reorganization or insolvency of any party under the Operating Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of such bankruptcy, reorganization or insolvency within five (5) Business Days after receipt. Borrower shall not (and shall not permit Mortgage Borrower to), without the prior consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, (x) surrender the leasehold estate created by the Operating Lease or terminate or cancel (in each case, whether by the express terms of the Operating Lease or otherwise) the Operating Lease or materially modify, change, supplement, alter or amend the Operating Lease, either orally or in writing, without Lender’s prior written consent or (y) consent to, acquiesce in, or fail to object to, any attempt by any party, as debtor in possession or by a trustee for such party, to sell or transfer such party’s estate free and clear of the Operating Lease under section 363(f) of the Bankruptcy Code or otherwise. Borrower 20735538.3.BUSINESS     98 shall (and shall cause Mortgage Borrower to) object to any such attempt, as such estate free and clear of the Operating Lease under section 363(f) of the pursue its right to adequate protection under section 363(e) of the Bankruptcy to any such sale or transfer on behalf of Borrower, and Borrower shall not (and shall not permit Mortgage Borrower to) contest any pleadings, motions documents or other actions filed or taken on Lender’s or Borrower’s behalf by Lender in the event that the landlord, as debtor in possession or by a trustee, attempts to sell or transfer the Ground Lessor Estate free and clear of the Operating Lease under section 363(f) of the Bankruptcy Code or otherwise. (b)    If Mortgage Borrower shall default in the performance or observance of any term, covenant or condition of the Operating Lease on the part of Mortgage Borrower, as landlord thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have covenants and conditions of the Operating Lease on the part of Mortgage Borrower rights of Mortgage Borrower in, to and under the Operating Lease shall be kept unimpaired and free from default. If the tenant or landlord under the Operating Lease shall deliver to Lender a copy of any written notice of default under the thereon. (c)    Notwithstanding anything contained herein to the contrary, upon the expiration of the existing Operating Lease pursuant to its terms, provided no Event of Default is continuing and upon prior written notice to Lender, Borrower shall and shall cause Mortgage Borrower and Operating Lessee to enter into a replacement Operating Lease (or an amendment to the existing Operating Lease) for each Property, which replacement (or amendment, as applicable) Operating Lease shall have a five-year term and contain the same material terms and conditions as are set forth in the existing Operating Lease, except for a modification of the rent which shall be “market rent” in accordance with REIT rule requirements as evidenced by a transfer pricing report prepared by an Acceptable Accountant and delivered to Lender. Borrower shall promptly delivery a copy of any such extension to Lender. this Section 5.28 shall be in writing and be subject to the Deemed Approval Standard. Section 5.29.    Intentionally Omitted. Section 5.30.    Condominium Covenants. (a)    With respect to each Condominium, Borrower covenants as follows: 20735538.3.BUSINESS     99 (i)    it will not permit Mortgage Borrower to, without Lender’s prior written consent, vote to amend, modify, supplement or terminate, or consent to (1) the termination of any of the Condominium Documents or (2) the amendment, modification or supplementation of any of the Condominium Documents, in each case, in any material respect which would materially and adversely affect the applicable Mortgage Borrower, Borrower, Individual Property, the related Mezzanine A Collateral and related Collateral and Lender’s rights under the Condominium Documents; (ii)    it will cause Mortgage Borrower to pay (or cause to be paid) all Common Charges and expenses made against, or relating to, those Units then owned or leased by it pursuant to the applicable Condominium Documents (or Ground Lease, if applicable) prior to delinquency, other than assessments or Common Charges that are being contested in good faith pursuant to the applicable Condominium Documents (or Ground Lease, if applicable) and this Agreement. Borrower shall deliver (or cause to be delivered) to Lender, promptly upon Lender’s request, evidence satisfactory to Lender that the Common Charges have been so paid or are not then delinquent with respect to the Units owned or leased by Mortgage Borrower. Borrower shall immediately notify Lender of (i) any adjustments made to the amount of any amounts due under the Condominium Documents and (ii) the imposition of any additional Common Charges or assessments under the Condominium Documents; (iii)    it will cause Mortgage Borrower to comply in all material respects with all of the terms, covenants and conditions on its part to be complied with, pursuant to the applicable Condominium Documents and any applicable Condominium Laws and rules and regulations that may be adopted for the Condominium as the same shall be in force and effect from time to time; (iv)    it will cause Mortgage Borrower to take all commercially reasonable actions as may be necessary from time to time to preserve and maintain the Condominium in accordance with the applicable Condominium Law; it will not, permit Mortgage Borrower to, without the prior written consent of Lender, take (and hereby assigns to Lender any right it may have to take) any action to terminate the Condominium, withdraw the Condominium from the Condominium Law, or cause a partition of the Condominium; (v)    it will not permit Mortgage Borrower to, without Lender’s prior written consent, (A) vote to permit any of the terms or provisions of the Condominium Documents to be materially modified, supplemented or amended, including, without limitation, changing the boundaries of any Unit, changing any ownership percentage interest or vote allocated to a Unit or changing any rights of Mortgage Borrower to appoint members to the Condominium Board or permit the Condominium to be terminated, withdrawn from a condominium regime, partitioned, subdivided, expanded or otherwise modified and/or (B) relinquish any rights that Mortgage Borrower has under the Condominium Documents; 20735538.3.BUSINESS     100 (vi)    it shall cause Mortgage Borrower to use commercially reasonable efforts to cause the Condominium Board to (a) promptly comply with all Legal Requirements applicable to the Condominium and the Unit which Mortgage Borrower owns, leases or otherwise occupies, (b) to the extent in Mortgage Borrower’s control, promptly repair, replace or rebuild any part of the Condominium and the Units to the extent benefitting the Unit owned, leased or otherwise used by Mortgage Borrower which may be damaged or destroyed by any casualty or which may be affected by any condemnation proceeding and Mortgage Borrower shall not in such event vote to not repair, restore or rebuild such Condominium without the prior written consent of Lender, (c) complete and pay for, within a reasonable time, any structure at any time in the process of construction or repair on the Condominium and the Units to the extent required to be completed or paid for by Borrower under the applicable Condominium Documents, (d) to the extent that it has the power and authority to do so, refrain from taking any action with respect to the Condominium and/or the Unit owned or leased by the applicable Mortgage Borrower that would be contrary to or inconsistent with, in any material respect, any applicable covenant contained in this Agreement, the related Ground Lease, the related Mortgage or any other Loan Document, (e) refrain from establishing significant working capital reserves or other similar reserves or to undertake significant capital expenditures without Lender’s prior written consent, provided that Lender’s consent shall not be required for any working capital reserves or other similar reserves intended to cover the costs of repairs, alterations or other work otherwise permitted hereunder or under the related Ground Lease (except to the extent Borrower has approval or consent rights under the Ground Lease with respect thereto) and (f) refrain from creating any new Units or selling any Units; (vii)    (1) it has caused Mortgage Borrower to obtain resignation letters from each voting member of the Condominium Board appointed or selected by Mortgage Borrower and any officers of the Condominium appointed by Mortgage Borrower, which resignation letters are attached hereto as Exhibit E and shall be held by Lender in escrow and may, at Lender’s option, be submitted at any time after the acceleration of the Loan following an Event of Default and (2) to the extent any voting member (including any officers or directors) of any Condominium Board is appointed or selected by Borrower after the Closing Date, it shall cause Mortgage Borrower to obtain resignation letters in substantially the same form as the resignations attached hereto as Exhibit E from each voting member of the Condominium Board appointed by or selected by Mortgage Borrower and any officers of the Condominium appointed by Mortgage Borrower to be held by Lender in escrow and may, at Lender’s option, be submitted at any time after the acceleration of the Loan following an Event of Default; and (viii)    it shall cause Mortgage Borrower to provide to the Condominium Board on the Closing Date a copy of the Mortgage with respect to the Individual Property or portion thereof subject to the Condominium Documents, the name and address of Mortgage Lender, Lender and Servicer (as defined in this Agreement and the Mortgage Loan Agreement), and a general description of the Loan and the Mortgage Loan. (b)    The provisions of Article 8 of the Mortgage Loan Agreement shall apply to the entirety of any Individual Property that is a Condominium as provided herein, notwithstanding 20735538.3.BUSINESS     101 the submission of any portion of such Individual Property to applicable Condominium Law. Without limiting the generality of the foregoing, Borrower shall cause Mortgage Borrower to, for and on behalf of itself and its direct and indirect successors and assigns as owner(s) or lessee(s) of condominium units in the Condominium or any of them, (i) irrevocably waives, to the extent permitted by law and the Condominium Documents, any applicable law which grants to the trustees or the board of directors of the Condominium and/or the owners and/or lessee(s) of the condominium units rights in the event of a casualty or a condemnation which are inconsistent with the provisions of Article 8 of the Mortgage Loan Agreement and (ii) expressly agrees to the application of the insurance proceeds and condemnation awards in accordance with Article 8 of the Mortgage Loan Agreement to the extent permitted by applicable law and the Condominium Documents. (c)    Lender shall have the right, subject to any required consent of the Unit owners and, if applicable, lessees, at reasonable times and upon reasonable notice, to inspect the records of the Condominium as provided in the Condominium Documents until such time as the Debt is paid in full. (d)    Borrower will use (and will cause Mortgage Borrower to use) commercially reasonable efforts to obtain and deliver to the Lender, a true and correct copy of any notice of default or other material notice given to Mortgage Borrower in respect of the observance of the Condominium Documents or any of them. (e)    Without the prior written consent of the Lender, Borrower shall not permit Mortgage Borrower to vote to approve any of the following matters in connection with any Condominium (unless expressly required under the Condominium Documents): (i) any material and adverse change in the nature and amount of any insurance covering all or a part of the Condominium and the disposition of any proceeds thereof, but only to the extent any of the foregoing violates the Loan Documents; (ii) the manner in which any condemnation or threat of condemnation of all or a part of the applicable Individual Property shall be defended or settled and the disposition of any award or settlement in connection therewith, but only to the extent the foregoing violates the Loan Documents; (iii) any of Lender and any removal of any portion of the applicable Individual Property from the provisions of the Condominium Law; (iv) the creation of, or any change in, any private restrictive covenant, zoning ordinance, or other public or private restrictions, now or hereafter limiting or defining the uses which may be made of the applicable Individual Property or any part thereof, other than Permitted Encumbrances or (v) any material relocation of the boundaries of the applicable Individual Property. (f)    During the continuance of an Event of Default, Lender shall have the right, to the extent permitted under the Condominium Documents, but not the obligation, to cure any default by Mortgage Borrower under the Condominium Documents to the extent such default could reasonably be expected to have a Material Adverse Effect on the Individual Property. 20735538.3.BUSINESS     102 (g)    To the extent that any approval rights, consent rights or other rights or privileges are granted to a “Mortgagee”, “First Mortgagee” or other similar term in the Condominium Documents or any other similar mortgagee protection provisions are contained in the Condominium Documents, then such approval rights, consent rights or other rights, protections or privileges shall be deemed to be required by this Agreement or contained in this Agreement, as applicable. (h)    Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, upon the occurrence and continuance of an Event of Default, Lender may vote in place of Mortgage Borrower and may exercise any and all of the rights and privileges of Mortgage Borrower and Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to vote as Mortgage Borrower’s proxy and to act with respect to all of said rights so long as such Event of Default continues hereunder or under any other Loan Documents. Notwithstanding anything contained herein to the contrary, nothing contained herein or otherwise shall render Lender liable for any Common Charges. (i)    Borrower shall cause Mortgage Borrower to (and shall cause the members of the Condominium Board elected by Mortgage Borrower to) attend each duly called meeting or special meeting of the Condominium Board. During the continuance of an Event of Default, Lender shall have the right to participate in any arbitration proceeding instituted in accordance with the provisions of the Condominium Documents. (j)    To the extent the Condominium Board is controlled by members thereof appointed by Mortgage Borrower, Borrower shall, in addition to the insurance otherwise required under this Agreement, cause (i) all insurance required by the Condominium Documents to be maintained and (ii) any net proceeds of such insurance shall be applied in accordance with the terms and provisions of this Agreement. Section 5.31.    Mortgage Loan Reserve Funds thereto. Section 5.32.    Notices the occurrence of any Mortgage Loan Default. Section 5.33.    Special Distributions the Mortgage Loan Agreement or the Mezzanine A Loan Agreement, as applicable, or are required to be paid to Lender pursuant to any of the Loan Documents, Borrower shall exercise its rights under the Organizational Documents of Mortgage Borrower and/or Mezzanine A Borrower, as 20735538.3.BUSINESS     103 applicable, to cause Mortgage Borrower and/or Mezzanine A Borrower, as applicable, to make to Borrower a distribution in an aggregate amount such that Lender shall receive the amount required to be disbursed pursuant to the Mortgage Loan Agreement or the Mezzanine A Loan Agreement, as applicable. If any distributions shall be received by Borrower or any Affiliate of Borrower while an Event of Default exists, Borrower shall hold, or shall cause the same to be held, in trust for the benefit of Lender. Section 5.34.    Mortgage Borrower and Mezzanine A Borrower Covenants (e)    Borrower shall cause Mortgage Borrower to comply with all obligations with which Mortgage Borrower has covenanted to comply under the Mortgage Loan Agreement and all other Mortgage Loan Documents whether the Mortgage Loan has been repaid or the related Mortgage Loan Document has been otherwise terminated, unless otherwise consented to in writing by Lender. Borrower shall cause Mortgage Borrower to promptly notify Lender of all notices received by Mortgage Borrower under or in connection with the Mortgage Loan, including, without limitation, any notice by the Mortgage Lender to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Mortgage Loan Documents on the part of Mortgage Borrower to be performed or observed, and deliver to Lender a true copy of each such notice, together with any other consents, notices, requests or other written correspondence between Mortgage Borrower and Mortgage Lender. (f)    Borrower shall cause Mezzanine A Borrower to comply with all obligations with which Mezzanine A Borrower has covenanted to comply under the Mezzanine A Loan Agreement and all other Mezzanine A Loan Documents whether the Mezzanine Loan has been repaid or the related Mezzanine A Loan Document has been otherwise terminated, unless otherwise consented to in writing by Lender. Borrower shall cause Mezzanine A Borrower to promptly notify Lender of all notices received by Mezzanine A Borrower under or in connection with the Mezzanine A Loan, including, without limitation, any notice by the Mezzanine A Lender to Mezzanine A Borrower of any default by Mezzanine A Borrower in the performance or observance of any of the terms, covenants or conditions of the Mezzanine A Loan Documents on the part of Mezzanine A Borrower to be performed or observed, and deliver to Lender a true copy of each such notice, together with any other consents, notices, requests or other written correspondence between Mezzanine A Borrower and Mezzanine A Lender. Section 5.35.    Mortgage Loan and Mezzanine A Loan Estoppels (a)    Borrower shall, or shall cause Mortgage Borrower to, use commercially reasonable efforts from time to time, to obtain from the Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents as may be requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by 20735538.3.BUSINESS     104 Borrower and Mortgage Borrower and expressly representing to Lender the information reasonably requested by Lender regarding compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents. Borrower hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was materially misrepresented in, or which due to its material nature warrants disclosure and was omitted from such estoppel executed by Borrower and Mortgage Borrower. (b)    Borrower shall, or shall cause Mezzanine A Borrower to, use commercially reasonable efforts from time to time, to obtain from the Mezzanine A Lender such certificates of estoppel with respect to compliance by Mezzanine A Borrower with the terms of the Mezzanine A Loan Documents as may be requested by Lender. In the event or to the extent that Mezzanine A Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such Borrower furnishes to Lender an estoppel executed by Borrower and Mezzanine A Borrower and expressly representing to Lender the information reasonably requested by Lender regarding compliance by Mezzanine A Borrower with the terms of the Mezzanine A Loan Documents. Borrower hereby indemnifies Lender from and professional fees, whether or not suit is brought and settlement costs) and condition, or circumstances relating to the Mezzanine A Loan which was materially misrepresented in, or which due to its material nature warrants disclosure and was omitted from such estoppel executed by Borrower and Mezzanine A Borrower. Section 5.36.    Change in Business (a)    Borrower shall not enter into any line of business other than the ownership of the Collateral, or make any material change in the scope or nature of its business purposes, or undertake or participate in activities other than the continuance of its present business. (b)    Borrower shall not cause Mortgage Borrower to enter into any line of business other than the ownership and operation of the applicable Property, or 20735538.3.BUSINESS     105 (c)    Borrower shall not cause Mezzanine A Borrower to enter into any line of business other than the ownership and operation of the applicable Mezzanine A Collateral, or make any material change in the scope or nature of its business other than the continuance of its present business. Section 5.37.    Limitation on Securities Issuances. Borrower shall not issue any membership interests or other securities other than those that have been issued as of the date hereof. Section 5.38.    Acquisition of the Mortgage Loan and the Mezzanine A Loan (a)    No Loan Party or any Affiliate or any Person acting at any such Person’s request or direction, shall acquire or agree to acquire the Mortgage Lender’s and Mezzanine A Lender’s interest in the Mortgage Loan or Mezzanine A Loan, as applicable, or any portion thereof or any interest therein, or any direct or indirect ownership interest in the holder of the Mortgage Loan or Mezzanine A Loan, as applicable, via purchase, transfer, exchange or otherwise, and any breach or attempted breach of this provision shall constitute an Event of Borrower shall have failed to comply with the foregoing, then Borrower: (i) such prohibited parties acquiring any interest in the Mortgage Loan Documents or the Mezzanine A Loan Documents, as applicable: (A) not to enforce the Mortgage Loan Documents or the Mezzanine A Loan Document, as applicable; and (B) upon the evidencing the Mortgage Loan or the Mezzanine A Loan as applicable, (2) reconvey and release the Lien securing the Mortgage Loan and any other collateral under the Mortgage Loan Documents or the Mezzanine A Loan Documents, as applicable, Mortgage Loan Documents or the Mezzanine A Loan Documents, as applicable. the Mortgage Loan or Mezzanine A Loan, as applicable, or any interest in any holder of, or participant in, the Mortgage Loan or the Mezzanine A Loan, as applicable, without notice or consent of Borrower or any other Loan Party, in which event Lender shall have and may exercise all rights of Mortgage Lender or Mezzanine A Lender, as applicable, thereunder (to the extent of its interest), including the right (i) to declare that the Mortgage Loan, or the Mezzanine A Loan, as applicable, is in default and (ii) to accelerate the Mortgage Loan or the Mezzanine A Loan, as applicable, indebtedness, in accordance with the terms thereof and (iii) to pursue all remedies against any obligor under the Mortgage Loan Documents or the Mezzanine A Loan Documents, as applicable. Section 5.39.    Material Agreements (a)    Borrower shall not, and shall not permit Mortgage Borrower to, enter into any Material Agreement without the consent of Lender, provided, however, Lender’s consent shall not 20735538.3.BUSINESS     106 be required in connection with any Material Agreement contemplated by the Annual Budget approved by Lender in accordance with this Agreement or any contract or agreement entered into by Borrower, Mezzanine A Borrower and/or Mortgage Borrower with a bona-fide third party, in the ordinary course of business, consistent with past business practices, provided the same does not have a Material Adverse Effect. Lender may condition its consent upon Mortgage Borrower and/or Mezzanine A Borrower also obtaining the consent of Mortgage Lender and/or Mezzanine A Lender, if and as applicable. Upon the request of Lender with respect to Material Agreements, Borrower shall, or shall cause the applicable Loan Party to, use commercially reasonable efforts to deliver to Lender a recognition agreement from such service or material provider, among other things, providing for such Person’s continued performance should Lender become the owner of the Collateral. Each such Material Agreement and each recognition agreement relating thereto, shall be in form and substance acceptable to Lender in all respects, including the amount of the costs and fees thereunder. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.38 shall be in writing and be subject to the Deemed Approval Standard. (b)    Except as specifically set forth herein, Borrower will not, and will not permit or cause Mortgage Borrower to, amend, modify, supplement, rescind or terminate any Material Agreement that could reasonably be expected to result in an Material Adverse Effect on the Properties or any Individual Property, without Lender’s approval. If a material or service provider under a Material Agreement is in default in its obligations thereunder to the extent entitling the applicable Loan Party to rescind or terminate that agreement, then Borrower may without the consent of Lender, or if Lender so requires (but not otherwise), (c)    Borrower shall and shall cause Mortgage Borrower or Operating Lessee to, as applicable, observe and perform each and every term to be observed or performed by such Loan Party under the Material Agreements the non-performance of which would cause a Material Adverse Effect. Section 5.40.    PIP Guaranty Guarantor fails to satisfy the Minimum Net Worth Requirement, Borrower shall cause Mortgage Borrower to (i) deposit or cause to be deposited into the PIP Reserve Account an amount equal to one hundred percent (100%) of the then-outstanding unreserved Aggregate PIP Work Costs or (ii) cause a Replacement Guarantor to deliver to Mortgage Lender, Mezzanine A Lender and Lender a substitute PIP Guaranty in the form of the PIP Guaranty delivered to Mortgage Lender, Mezzanine A Lender and Lender, respectively, on the Closing Date. If at any time, the then-outstanding Aggregate PIP Work Costs equal or exceed ten percent (10%) of the then-outstanding principal balance of the Loan, upon Lender’s request, Borrower shall deliver, at Borrower’s sole cost and expense, a New Non-Consolidation Opinion. If the Borrower is unable to deliver a New Non-Consolidation Opinion in accordance with the immediately preceding sentence, Borrower shall cause Mortgage Borrower to deposit into the PIP Reserve Account an amount equal to the amount 20735538.3.BUSINESS     107 by which the then-outstanding Aggregate PIP Work Costs equal or exceed ten percent (10%) of the then-outstanding principal balance of the Loan. Section 5.41.    Ritz-Carlton Atlanta and the Crowne Plaza Ravinia Environmental Covenants. Borrower shall cause Mortgage Borrower to comply with the terms, covenants and conditions of Section 5.31 of the Mortgage Loan Agreement. For purposes of this Agreement, Lender shall have the same approval rights related to the environmental monitoring, investigation and/or remediation as are provided in favor of Mortgage Lender under Section 5.31 of the Mortgage Loan Agreement. Borrower shall (or shall cause Mortgage Borrower to) deliver to Lender copies of any environmental investigation, monitoring or other reports prepared by an Environmental Consultant (or otherwise in connection with the fulfillment of Mortgage Borrower’s covenants under Section 5.31 of the Mortgage Loan Agreement) which are required to be delivered to Mortgage Lender under the Mortgage Loan Agreement. Section 5.42.    Hilton Tampa Westshore Environmental Covenants. conditions of Section 5.32 of the Mortgage Loan Agreement. For purposes of this favor of Mortgage Lender under Section 5.32 of the Mortgage Loan Agreement. Mortgage Borrower’s covenants under Section 5.32 of the Mortgage Loan Agreement) Agreement. Section 5.43.    Franchise Extension Payment. Borrower hereby covenants and agrees to cause Mortgage Borrower to deposit with Mortgage Lender, on the Maturity Date (as the same may be extended in accordance with the terms of this Agreement), an amount equal to $13,604,000 (the “Franchise Extension Payment”) into the Special Reserve Account (which Franchise Extension Payment shall be applied in accordance with this Agreement, the Mezzanine A Loan Agreement and the Mortgage Loan Agreement), subject to the remainder of this Section 5.43. If, with respect to each Individual Property set forth on Schedule X attached to the Mortgage Loan Agreement, (i) an Extended Franchise Agreement or Replacement Franchise Agreement or Extended Management Agreement with a Brand Manager or Replacement Management Agreement with a Brand Manager, as applicable, related to any such Individual Property is entered into in accordance with this Agreement, the Mezzanine A Loan Agreement and the Mortgage Loan Agreement prior to the final Maturity Date or (ii) such Individual Property and, if applicable, the related Collateral is released in accordance with this Agreement, the Mezzanine A Loan Agreement and the Mortgage Loan Agreement, in each case, the Franchise Extension 20735538.3.BUSINESS     108 Payment shall be reduced dollar for dollar by the amount set forth across from the name of the applicable Individual Property on Schedule X. Additionally, the Franchise Extension Payment shall be reduced dollar for dollar by any Excess Cash (as defined in the Mortgage Loan Agreement) that is deposited into the Special Reserve Account (as defined in the Mortgage Loan Agreement) in accordance with the Loan Documents, the Mezzanine A Loan Documents and the Mortgage Loan Documents during the continuance of any Pre-Expiration Event (as defined in the Mortgage Loan Agreement). ARTICLE 6     ENTITY COVENANTS (h)    Borrower has not and will not: (i)    engage in any business or activity other than the ownership and management of the Collateral, and activities incidental thereto; (ii)    acquire or own any assets other than (A) the Collateral, and (B) such incidental Personal Property as may be necessary for the ownership and management of the Collateral; (iv)    (A) fail to observe all organizational formalities necessary to maintain its separate existence, or fail to preserve its existence as an entity duly formation and qualification to do business in the State where the Property is located or (B) amend, modify, terminate or fail to comply with the single purpose entity provisions of its organizational documents, in each case without (v)    own any subsidiary or make any investment in, any Person, other than Mezzanine A Borrower; Person, or permit any Affiliate or constituent party independent access to its bank accounts and, except with respect to prior financings that have been repaid or otherwise discharged or that will be repaid or discharged as of the closing of the Loan and except as contemplated by the Loan Documents, participate in any 20735538.3.BUSINESS     109 guaranteeing any obligation), other than the Debt and Permitted Debt; apart from those of any other Person; except that Borrower’s financial position, consolidated financial statements of an Affiliate, provided that (A) appropriate separate identity of Borrower from such Affiliate and that Borrower’s assets and Affiliate or any other Person, and (B) Borrower’s assets, liabilities and net worth shall also be listed on Borrower’s own separate balance sheet; (ix)    except for capital contributions or capital distributions permitted under the terms and conditions of Borrower’s organizational documents and properly reflected on its books and records, enter into any transaction, except upon terms and conditions that are intrinsically fair, commercially reasonable and substantially similar to those that would be available on an arm’s length basis with unaffiliated third parties; other Person; any other Person; securities of, any Person (other than the Collateral), or buy or hold evidence of indebtedness issued by any other Person; Requirements and (B) pay any taxes required to be paid under applicable Legal Requirements; provided, however, that Borrower shall not have any obligation to reimburse its equityholders or their Affiliates for any taxes that such equityholders or their Affiliates may incur as a result of any profits or losses of Borrower; (xiv)    fail to (A) hold itself out to the public as a legal entity separate and distinct from any other Person, (B) conduct its business solely in its own name, (C) correct any known misunderstanding regarding its separate identity, or (D) hold its assets in its own name; 20735538.3.BUSINESS     110 shall not require Borrower’s members, partners or shareholders to make (xvi)    without the unanimous written consent of all its partners or members, as applicable, and the written consent of all directors or managers of Borrower or each SPE Component Entity, as applicable including, without limitation, each Independent Director, take any Material Action; an Affiliate) among the Persons sharing such expenses; Loan Documents with respect to co borrowers under the Loan, pay its own contributions to Borrower; shareholders or other affiliates, as applicable, other than the Collateral; Borrower and its principals in the Non-Consolidation Opinion or any New Non-Consolidation Opinion; contemplated business operations; contemplated by the Loan Documents and with respect to co-borrowers under the Loan; (xxiv)    indemnify its partners, officers, directors or members, as the case may be, in each case unless such obligation or indemnification is fully subordinated to the Loan and shall not constitute a claim against it in the event that its cash flow is insufficient to pay the Loan; or (xxv)    identify itself as a department or division of any other Person. 20735538.3.BUSINESS     111 (i)    (1) If Borrower is a partnership or limited liability company (other than a single-member Delaware limited liability company formed under the Act which complies with the requirements of subsection (b)(ii) below), each general a limited liability company (other than a single-member Delaware limited liability company), each of its managing members shall also be a SPE Component Entity. Each SPE Component Entity (A) will at all times comply with each of the covenants, terms and provisions contained in Sections 6.1(a)(iii) through (vi) and (viii) through (xxiv) inclusive, as well as the requirements of clause (ii) below if such SPE Component Entity is a single member limited liability company formed under the Act, as if such representation, warranty or covenant was made unsecured, direct or contingent (including guaranteeing any obligation) and (F) or managing member whose articles of incorporation or limited liability company agreement, as applicable, are substantially similar to those of such SPE a single member Delaware limited liability company, so long as Borrower maintains such formation status and complies with the requirements set forth in subsections (ii) and (iii) below, the SPE Component Entity requirement as set forth in this section shall not be applicable. (i)    In the event Borrower or SPE Component Entity is a single member limited be a member of the Company, and a natural person duly designated under the LLC Agreement any person acting as Independent Director of the Company and executing the LLC Agreement (“Special Member”) 20735538.3.BUSINESS     112 ceasing to be the member of the Company, automatically be admitted to the Company and shall continue the existence of the Company without dissolution, and (B) Special Member may not resign from the Company or transfer its rights as Company as Special Member in accordance with the requirements of the Act and (2) after giving effect to such resignation, such successor Special Member has also (j)    The organizational documents of Borrower and each SPE Component Entity shall provide an express acknowledgment that Lender is an intended third party documents. (k)    Any payments made pursuant to the Loan Documents to or for the benefit of any Borrower or Other Mezzanine Borrowers shall constitute distributions to or at the discretion of the applicable equity owner of such entity. (l)    Borrower shall cause (i) Mortgage Borrower and Mortgage Borrower SPE Component Entity to comply with and continue to comply with the provisions of Section 6.1 of the Mortgage Loan Agreement and (ii) Mezzanine A Borrower is to comply with and continue to comply with the provisions of Section 6.1 of the 20735538.3.BUSINESS     113 (m)    Each of Borrower and Additional Pledgor have executed and delivered to Lender the certificate attached hereto as Exhibit D (each such certificate, a “Recycled SPE Certificate”). Borrower shall not (and shall not cause or permit any Loan Party to) change or permit to be changed (a) its name, (b)its identity (including its trade name or names), (c) its principal place of business set forth on the first page of this any Loan Party, (e) its state of organization, or (f) its organizational and, in the case of a change in its structure or state of organization, without first obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of Lender, Borrower shall execute a certificate in form satisfactory to Lender listing the trade names under which Mortgage Borrower, Borrower and/or Mezzanine A Borrower intends to operate the Properties, the Collateral and/or the Mezzanine A Collateral, respectively, and representing and warranting that neither Mortgage Borrower, Borrower or Mezzanine A Borrower does business under no other trade name with respect to the Properties or the Collateral, respectively. If Borrower or Additional Pledgor does not now have an organizational identification number and later obtains one, or if the organizational identification number assigned to Borrower or Additional Pledgor subsequently changes, Borrower shall promptly notify Lender of such organizational identification number or change. Borrower will cause Mortgage Borrower and Operating Lessee to qualify to do business and will remain in good standing under the laws of the States as and to The organizational documents of Borrower (where Borrower is a corporation or a single member limited liability company formed under the Act) or SPE Component Entity, as applicable, shall include the following provisions: (a) at all times there shall be, and Borrower or SPE Component Entity, as applicable, shall cause managers of Borrower or SPE Component Entity, as applicable, shall not take any Material Action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock, articles of organization or operating agreement requires unanimous vote of the board of directors or managers of Borrower or SPE Component Entity, as applicable, unless directors or managers who are Independent Directors; (c) Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its board of 20735538.3.BUSINESS     114 directors or managers, including the Independent Directors, on behalf of itself or Borrower, as the case may be, take any Material Action or any action that such matters, the Independent Directors shall, to the fullest extent permitted otherwise existing at law or in equity, consider only the interests of Borrower and the SPE Component Entity (including their respective creditors), and except for its duties to Borrower and the SPE Component Entity with respect to voting on matters as set forth immediately above (which duties shall extend to the satisfies the requirements set forth in the organizational documents for an is appointed and has accepted his or her appointment. The representations, warranties and covenants in this Article 6 shall survive other Loan Document. ARTICLE 7     NO SALE OR ENCUMBRANCE Borrower, Mezzanine A Borrower, Mezzanine C Borrower, Mezzanine D Borrower, Operating Lessee, HHSD, Additional Pledgor (as such term is defined in this Agreement and each Other Mezzanine Loan Agreement), Guarantor, Mortgage Borrower SPE Component Entity, any SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement), any Affiliated Manager, or any legal or beneficial owner of Borrower, Mortgage Borrower, Mezzanine A Borrower, Mezzanine C Borrower, Mezzanine D Borrower, Operating Lessee, HHSD, Additional Pledgor (as defined in this Agreement and each Other Mezzanine Loan Agreement), Guarantor, Mortgage Borrower SPE Component Entity, any SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement), any Affiliated Manager or any non-member manager, 20735538.3.BUSINESS     115 other than a natural person; and a “Transfer” shall mean a voluntary or (k)    Borrower shall not, without the prior written consent of Lender, cause or permit a Transfer of the Properties or any part thereof or any legal or beneficial interest therein or the Collateral or any part thereof or any legal or beneficial interest therein nor permit a Transfer of an interest in any Restricted Party, nor otherwise permit a dissolution of a Restricted Party, accordance with the provisions of Section 5.13 or as otherwise expressly permitted in accordance with the terms of this Agreement (in each case, a “Prohibited Transfer”). (l)    A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Mortgage Borrower, Borrower or Mezzanine A Borrower agrees to sell the Properties or any part thereof or the Collateral or any part thereof or the Mezzanine A Collateral or any part thereof, respectively, for a price to be paid in installments; (ii) an agreement by Mortgage Borrower or Operating Lessee leasing all or a substantial part of the Mortgage Borrower’s or Operating Lessee’s right, title and interest in and to Party is a limited, general or limited liability partnership or joint venture, general partner or the Transfer of the partnership interest of any general or manager (or if no managing member, any member) or the Transfer of the membership interest or the creation or issuance of new membership interests; (vi) if a Transfer of the legal or beneficial interest in such Restricted Party or the creation or issuance of new legal or beneficial interests; or (vii) Borrower or Operating Lessee entering into, or the Property being subject to, any PACE Loan; or (viii) any deed in lieu of foreclosure assignment in lieu of foreclosure or consensual sale relating to the Property or Mezzanine A Collateral, as applicable, with or for the benefit of Mortgage Lender or an Affiliate thereof. 20735538.3.BUSINESS     116 to be a Prohibited Transfer and shall not require the consent of Lender (each, a “Permitted Transfer”): (a) a Transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such Person’s interest in a Restricted Party (other than Mortgage Borrower, Borrower, each Other Mezzanine Borrower, Mortgage Borrower SPE Component Entity and SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement)) to the person or persons lawfully entitled thereto, provided Borrower delivers written notice to Lender as soon as individual’s interests in any Restricted Party (other than Mortgage Borrower, Borrower, each Other Mezzanine Borrower, Mortgage Borrower SPE Component Entity and SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement)) to the spouse or any lineal descendant of such individual, or lineal descendant, provided such Restricted Party is reconstituted, if required, following such Transfer; (c) the Transfer (but not the pledge) of the stock, partnership or membership interests (as the case may be) in a Restricted Party (other than Mortgage Borrower, Borrower, each Other Mezzanine Borrower, Mortgage Borrower SPE Component Entity and SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement)); (d) an Additional Permitted above, other than with respect to a foreclosure of an Other Mezzanine Loan or assignment in lieu thereof (i) other than after an Advised Entity Transfer, no such Transfers shall result in a change in Control of Borrower, Mezzanine A Borrower, Mortgage Borrower, Additional Pledgor, Mezzanine A Additional Pledgor, Operating Lessee, Guarantor, any SPE Component Entity, (as defined in this Agreement and each Other Mezzanine Loan Agreement), HHSD, Mortgage SPE Component (including a Replacement Guarantor) shall own not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control, Borrower, Additional Pledgor, Operating Lessee, HHSD, any SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement) and Mortgage SPE Component Entity, (iii) following such Transfer, Borrower, Mezzanine A Borrower, Mortgage Borrower, Additional Pledgor, Mezzanine A Additional Pledgor, Operating Lessee, HHSD, any SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement) and Mortgage SPE Component Entity shall continue to satisfy the requirements of Section 6.1 hereof, (iv) as a condition to each such Transfer, (A) except with respect to clause (a), (b), and (c) of the definition of Additional Permitted Transfers, Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (B) Borrower contained in the Loan Documents (and upon request of Lender, deliver to Lender a statement signed by an authorized offer of Borrower which certifies to such compliance), and (C) to the extent any 20735538.3.BUSINESS     117 transferee will own twenty percent (20%) or more of the direct or indirect ownership interests in Borrower as of the Closing Date), Lender may request and criminal and watch list) the results of which shall be acceptable to Lender with respect to such transferee; and (D) if such Transfer shall cause any transferee, Borrower, Mezzanine A Borrower, Mortgage Borrower, Additional Pledgor, Mezzanine A Additional Pledgor, Operating Lessee, HHSD or any SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement), or Mortgage SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower, Mezzanine A Borrower, Mortgage Borrower, Additional Pledgor, Mezzanine A Additional Pledgor, Operating Lessee, HHSD, any SPE Component Entity (as defined in this Agreement and the Mezzanine A Loan Agreement) or Mortgage SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer or (e) the sale, transfer or issuance of shares of common stock in any Restricted Party (other than Mortgage Borrower, Borrower, each Other Mezzanine Borrower, Mortgage Borrower SPE Component Entity and SPE Component Entity (as defined in this Agreement and each Other Mezzanine Loan Agreement)) Notwithstanding anything to the contrary contained in this Article 7, Borrower and Additional Pledgor must at all times own one hundred percent (100%) of the direct equity interests in each Pledged Entity. Section 7.4.    Assumption Notwithstanding the foregoing provisions of this Article 7, other than during the period that is sixty (60) days prior to and sixty (60) days following a Transfer (x) of the Properties in their entirety or (y) one hundred percent (100%) of the indirect legal and beneficial interests in Borrower, Mezzanine A Borrower, Mortgage Borrower and Mortgage Borrower SPE Component Entity and the assumption of the Loan, Mezzanine A Loan and the Mortgage Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied: 20735538.3.BUSINESS     118 (j)    no Event of Default shall be continuing at the time the notice in clause (b) below is received by Lender or at the time of the Transfer; (k)    Borrower shall deliver written notice to Lender of the terms of such proposed Transfer not less than thirty (30) days before the date on which such Transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transfer and Transferee as Lender shall reasonably require in evaluating an initial extension of credit, which information shall include, without limitation, a fully executed copy of the purchase and sale agreement and all amendments and assignments thereof, as well as the sources and uses of funds or closing or settlement statement relating to the Transfer. Lender shall have the right to approve or disapprove the proposed Transfer based on its (or the servicer’s on behalf of Lender) then current underwriting and credit requirements for similar loans secured by similar properties which loans are sold in the secondary market, such approval not to be unreasonably withheld. In determining whether to give or withhold its approval of the proposed Transfer, Lender shall consider the experience and track record of Transferee and its principals in owning and operating facilities similar to the Properties, subject to such conditions as Lender may deem reasonably appropriate; and without limiting the foregoing, all of the direct or indirect ownership interests in Transferee, as applicable, all payments thereon and all proceeds thereof shall be pledged to Lender on terms no less favorable then the pledge of the Collateral under the Pledge Agreement; (l)    Borrower shall pay to Lender, concurrently with the closing of such proposed Transfer, (i) a non refundable assumption fee in an amount equal to one all out of pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs); (m)    (A) To the extent the Permitted Transfer is a Transfer of all of the Properties, the applicable Transferee shall assume all of the obligations of Mortgage Borrower under the Mortgage Loan Documents in a manner reasonably satisfactory to Lender; (B) to the extent the Permitted Transfer is a Transfer of the Mezzanine A Collateral, the applicable Transferee shall assume all of the obligations of Mezzanine A Borrower under the Mezzanine A Loan Documents in a manner reasonably satisfactory to Lender in all respects, including, without reasonable satisfactory to Lender; and (C) to the extent the Permitted Transfer is a Transfer of all of the Collateral, the applicable Transferee shall assume reasonably satisfactory to Lender in all respects, including, 20735538.3.BUSINESS     119 (n)    (i) the applicable Transferee (A) shall assume and agree to pay the Debt (as defined in the Mortgage Loan Agreement) as and when due and shall assume all to the provisions of Article 15 thereof; (B) shall acquire and agree to pay the Debt (as defined in the Mezzanine A Loan Agreement) as and when due and shall assume all other obligations of Mezzanine A Borrower under the Mezzanine A Loan Documents subject to the provisions of Section 15 thereof; and (C) shall assume and agree to pay the Debt as and when due and shall assume all other obligations hereof and, prior to or concurrently with the closing of such Transfer, similar to the interests in Mezzanine A Borrower owned by Borrower (the “Mezzanine Entities”) shall execute, without any cost or expense to Lender, such satisfactory to Lender and (ii) if required by Lender, a Replacement Guarantor shall assume the obligations of Guarantor under the Loan Documents with respect to all acts and events occurring or arising after the closing of the Transfer and the then existing Guarantor shall be released under the Guaranty with respect to all acts and events first occurring or arising after the date of such Transfer, except to the extent that such acts, events, conditions, or circumstances that existed prior to the date of such delivery, whether or not discovered prior or subsequent to the date of such delivery or were caused by Guarantor or its Affiliates; provided, however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after the Transfer of the Properties, Collateral or the Mezzanine A Collateral, was not the proximate result of events that first occurred prior to such transfer or ownership and was not caused by Guarantor or its Affiliates; (o)    Borrower and Transferee, without any cost to Lender, shall furnish any Lender; (p)    Transferee shall deliver to Lender, without any cost or expense to Lender, a UCC Title Insurance Policy insuring that equity interests of all owners of the Collateral are vested in the Mezzanine Entities and such 20735538.3.BUSINESS     120 (q)    To the extent the Permitted Transfer is a Transfer of all of the Properties, Lender shall have approved the Transferee’s owner’s title insurance policy with respect to the Property, subject only to Permitted Encumbrances; (r)    Transferee shall furnish to Lender, all documents evidencing Transferee’s and Mezzanine Entities’ organization and good standing, and the qualification of the signers to execute the assumption of the applicable Debt (as defined in this Agreement, the Mezzanine A Loan Agreement and the Mortgage Loan Agreement), which documents shall include certified copies of all documents relating to the require, shall comply with the covenants set forth in Article 6 hereof and in Sections 5.18 and 5.23 hereof; (s)    To the extent the Permitted Transfer is a Transfer of all of the Properties, Transferee shall assume the obligations of Mortgage Borrower or Operating Lessee under any Management Agreement or provide a new management agreement with a new manager which meets with the requirements of Section 5.14 hereof and assign to Lender as additional security such new management agreement (t)    Intentionally Omitted; (u)    Transferee shall furnish to Lender, if required by Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion of counsel satisfactory (v)    if required by Lender, Lender shall receive a Rating Agency Confirmation; (w)    To the extent the Permitted Transfer is a Transfer of all of the Operating Lessee under the Franchise Agreement or enter into (i) a Replacement Franchise Agreement with a Qualified Franchisor and (i) a tri-party or similar agreement with such Qualified Franchisor and Lender that is in form and (x)    (1) The Mortgage Loan shall simultaneously be assumed by Transferee in accordance with the Mortgage Loan Agreement and in a manner acceptable to Lender in all respects and Transferee shall deliver to Lender, all agreements and documents required to be delivered to 20735538.3.BUSINESS     121 Mortgage Lender pursuant to Section 7.4 of the Mortgage Loan Agreement; and (2) each Other Mezzanine Loan shall simultaneously be assumed by the applicable indirect equity owners of Transferee in accordance with the related Other Mezzanine Loan Agreement; and (y)    Borrower’s obligations under the purchase and sale agreement pursuant to which the Transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 7.4. Replacement Guarantor has assumed the obligations of Guarantor under the Loan Documents pursuant to this Section 7.4) shall be relieved of all liability under whether or not discovered prior or subsequent to the date of such transfer or were caused by Guarantor, Borrower or their respective Affiliates; provided, however, Borrower and/or Guarantor shall bear the burden of proof to show that an event triggering liability of Borrower and/or Guarantor under the Loan Documents first occurred after the Transfer of the Properties, Collateral or the occurred prior to such transfer or ownership and was not caused by Borrower, Guarantor or any of their respective Affiliates; Section 7.5.    Immaterial Transfers and Easements, Etc. (a)    Borrower shall be permitted to cause Mortgage Borrower to, in accordance with the terms of the Mortgage Loan Agreement and the Mezzanine A Loan Agreement, without the consent of Lender, (i) make immaterial Transfers of unimproved, non-income producing portions of an Individual Property to Governmental Authorities for dedication or public use and (ii) grant easements, of business for access, water and sewer lines, telephone or other fiber optic or other data transmission lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set and operation of such Individual Property or reasonably be expected to, or does, to Section 7.5 of the Mortgage Loan Agreement and (iii) reimburse Lender for all attorneys’ fees and disbursements) incurred in connection with such Transfer (which shall be paid by Borrower whether or not the proposed Transfer actually occurs). 20735538.3.BUSINESS     122 (b)    Notwithstanding the foregoing provisions of this Section 7.5, for so long as the Loan is included in a REMIC Trust in connection with a Securitization, no release of the Outparcel (as defined in the Mortgage Loan Agreement) from the Lien of the Mortgages and no release of the related Collateral from the Lien of the Pledge Agreement will be permitted unless, immediately after the Release, the time of release, or (C) an amount such that the LTV Ratio (as so determined by Lender) does not increase after the release, unless Lender receives an as a REMIC Trust as a result of the release. Section 7.6.    Advised Entity Transfer (a)    As a condition precedent to an Advised Entity Transfer, Borrower shall provide Lender with at least thirty (30) days prior written notice and comply with the applicable provisions set forth in Section 7.3 hereof and Section 7.4(a) and (j) hereof and Section 7.4(a), (j) and (k) of the Mortgage Loan Agreement. Section 7.7.    Replacement Guarantor. If at any time during the term of the Loan, Borrower elects in connection with a Transfer (including, without limitation, an Advised Entity Transfer), then (A) Borrower shall have the right to cause a Replacement Guarantor to execute and deliver a replacement Guaranty, PIP Guaranty and Environmental Indemnity substantially in the form of the Guaranty, PIP Guaranty or Environmental Indemnity, as applicable, or otherwise in form acceptable to Lender (collectively, a “Substitute Guaranty”), (B) under such Substitute Guaranty, Replacement Guarantor shall assume all obligations of Guarantor under each of the Guaranty, PIP Guaranty and the Environmental Indemnity, (C) Replacement Guarantor shall furnish to Lender all documents evidencing Replacement Guarantor’s organization and good standing, and the qualification of the signers to execute the Substitute Guaranty and any other Loan Documents, which documents shall include certified copies of all documents relating to the organization and formation of Replacement Guarantor and of the entities, if any, which are partners or members of Replacement Guarantor, and (D) Replacement Guarantor shall furnish to Lender a New Non-Consolidation Opinion and an opinion of counsel satisfactory to Lender and its counsel (I) that Replacement Guarantor’s formation documents provide for the matters described in the foregoing clause (C), (II) that the substitution of the Replacement Guarantor has been duly authorized, executed and delivered, and that the Substitute Guaranty and the other Loan Documents are valid, binding and enforceable against Replacement Guarantor in accordance with their terms, (III) that Replacement Guarantor and any entity which is a controlling stockholder, member or general partner of Replacement Guarantor have been duly organized, and are in existence and good standing, and (IV) with respect to such other matters as Lender may reasonably request. Upon the execution and 20735538.3.BUSINESS     123 delivery by such Replacement Guarantor of a Substitute Guaranty, Guarantor shall conditions, or circumstances occurring or arising after the date of delivery of such evidence, except to the extent that such acts, events, conditions, or discovered prior or subsequent to the date of such delivery, or were caused by such Guarantor or its Affiliates, provided that Guarantor shall bear the burden of proof to show that the event triggering liability under the Loan Documents first occurred after such transfer or ownership, was not the proximate result of events that first occurred prior to such transfer or ownership and was not caused by Guarantor or its Affiliates. In the event that Borrower replaces Guarantor with a Replacement Guarantor, Borrower shall deliver the financial statements of the Replacement Guarantor as required pursuant to Section 5.11 of this Agreement with respect to such Guarantor. ARTICLE 8     Section 8.1.    Insurance (m)    Notwithstanding that the Mortgage Loan and/or the Mezzanine A Loan may the Mortgage Loan Agreement and/or the Mezzanine A Loan Agreement, including, without limitation, meeting all insurer requirements thereunder. In addition, Borrower shall cause Lender to be named as an additional named insured under each of the insurance policies described in Section 8.1(a) of the Mortgage Loan Agreement. Prior to expiration of the Policies, evidence of the renewal of the Policies reasonably acceptable to Lender shall be furnished to Lender (to be followed by complete copies of the Policies upon request). Within forty five (45) days following inception of policies (or such earlier date on which the Insurance Premiums are due and payable), Borrower shall provide satisfactory evidence of payment of Insurance Premiums. Borrower shall also cause all Policies required under this Section 8.1 to provide for at least ten (10) days prior notice to Lender in the event of policy cancellation for nonpayment and at cancellation. (n)    Borrower shall promptly forward to Lender a copy of each written notice received by Borrower or Mortgage Borrower of any modification, reduction or any of the Policies. If at any time Lender is not in receipt of written evidence have the right to take such action as Lender deems necessary to protect its interest in the Collateral, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate after ten (10) days’ notice to Borrower if prior to the date upon which any such coverage will lapse or at any time Lender deems necessary (regardless of prior notice to it in effect shall be paid by 20735538.3.BUSINESS     124 Agreement and shall bear interest at the Default Rate. Section 8.2.    Intentionally Omitted Section 8.3.    Casualty the Mortgage Loan Agreement. Lender may, but shall not be obligated to, make proof of loss if not made promptly by Borrower. Borrower shall permit Mortgage Borrower to adjust all claims for Insurance Proceeds that are in amounts less than the Restoration Threshold and Lender shall have the right to approve any adjustment of claims for Insurance Proceeds in amounts equal to or in excess of the Restoration Threshold; provided, however, if an Event of Default has occurred and is continuing, Lender shall, subject to the rights of Mortgage Lender set forth in the Mortgage Loan Agreement, have the exclusive right to attorneys’ fees. Section 8.4.    Condemnation by any public or quasi public authority through Condemnation or otherwise 20735538.3.BUSINESS     125 Section 8.5.    Restoration (b)    Borrower shall, or shall cause Mortgage Borrower to, deliver to Lender all reports, plans, specifications, documents and other materials that are delivered to Mortgage Lender under the Mortgage Loan Agreement in connection with a Restoration of the Property after a Casualty or Condemnation and to otherwise comply in all respects with Section 8.5 of the Mortgage Loan Agreement in connection with any Restoration. If any Insurance Proceeds or Awards are to be disbursed by Mortgage Lender for restoration, Borrower shall deliver or cause to be delivered to Lender copies of all written correspondence delivered to and received from Mortgage Lender or Mezzanine A Lender that relates to the Restoration and release of the Insurance Proceeds or Awards. Insurance Proceeds and Awards will be made available to Mortgage Borrower in accordance with the Mortgage Loan Agreement. If at any time and for any reason the Mortgage Loan Restoration Provisions or the Mezzanine A Loan Restoration Provisions cease to exists or are waived or modified in any material respect (such provisions, the “Waived Restoration Provisions”) to the extent permitted to do so pursuant to the Mortgage Loan Documents and the Mezzanine A Loan Lender of the same, (ii) execute any amendments to this Agreement and/or the other Loan Documents implementing the Waived Restoration Provisions as may be required by Lender (provided such amendments are substantially similar to the provisions set forth in the Mortgage Loan Agreement and the Mezzanine A Loan Agreement relating to the same) and shall cause Mortgage Borrower and Mezzanine shall cause Mortgage Borrower and Mezzanine A Borrower to remit to Lender) any Net Proceeds related to the Waived Restoration Provisions pursuant to the terms of the Mortgage Loan Documents and the Mezzanine A Loan Documents. In the event the Mortgage Loan and/or the Mezzanine A Loan has been paid in full and Lender receives (or Borrower is entitled to receive) any Insurance Proceeds or Awards, Lender shall (or Borrower shall cause such Insurance Proceeds or Awards to be delivered to Lender and Lender shall) either apply such proceeds to the Debt or for the Restoration of the Property in accordance with the same terms and conditions contained in the Mortgage Loan Agreement. ARTICLE 9     RESERVE FUNDS Section 9.1.    Deposit and Maintenance of Reserve Funds   and to perform and comply with all the terms and provisions relating thereto; provided, however, in the event Mortgage Borrower does not (or is not required to) make such deposits pursuant to the Mortgage Loan Documents, Borrower shall be obligated to make, or to cause to be made such deposits to Lender hereunder substantially in accordance with the provisions of the Mortgage Loan Agreement, 20735538.3.BUSINESS     126 as more fully set forth in Section 9.1 hereof. If requested by Lender, Borrower will promptly provide evidence reasonably acceptable to Lender of compliance with the foregoing. at any time and for any reason the Mortgage Loan Cash Management Provisions and the Mezzanine A Loan Cash Management Provisions cease to exist or are waived or modified in any material respect and/or the Cash Management Account and the Mezzanine A Cash Management Account is no longer being maintained (in each case, accounts, the “Waived Cash Management Accounts”), to the extent permitted to do so pursuant to the Mortgage Loan Documents and the Mezzanine A Loan Documents (in each case, if applicable), Borrower shall promptly (i) notify Lender of the same and establish and maintain with Lender and for the benefit of Lender accounts in replacement and substitution thereof (the “Substitute Cash Management Accounts”), which Substitute Cash Management Accounts shall be subject to the same terms and conditions applicable under the Mortgage Loan Documents and the Mezzanine A Loan Documents, (ii) execute any amendments to this Agreement and/or the Loan Documents relating to the Substitute Cash Management Accounts required by Lender and shall cause Mortgage Borrower and Mezzanine A Borrower to acknowledge and agree to the same, and (iii) remit to Lender (and shall cause Mortgage Borrower and Mezzanine A Borrower to remit to Lender) any amounts remaining in the Waived Cash Management Accounts. at any time and for any reason the Mortgage Loan Reserve Funds and the Mezzanine A Loan Reserve Funds required to be maintained pursuant to the Mortgage Loan Agreement and the Mezzanine A Loan Documents (in each case, if applicable) are no longer being maintained (including, without limitation, because the Mortgage Loan has been paid off or otherwise satisfied) and/or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such Mortgage Loan Reserve Funds and the Mezzanine A Loan Reserve Funds, the “Waived Reserve Funds”), Borrower shall promptly (i) notify Lender of the same and establish and maintain with Lender and for the benefit of Lender reserves in replacement and substitution thereof (the “Substitute Reserves”), which Substitute Reserves shall be subject to all of the same terms and conditions applicable under the Mortgage Loan Documents and the Mezzanine A Loan Documents, (ii) execute any amendments to this Agreement and/or the Loan Documents relating to the Substitute Reserves required by Lender and shall cause Mortgage Borrower and Mezzanine A Borrower to Mortgage Borrower and Mezzanine A Borrower to remit to Lender) any Mortgage Loan Reserve Funds and any Mezzanine A Loan Reserve Funds remaining in the Waived Reserve Funds. Section 9.2.    Transfer of Reserve Funds under Mortgage Loan If Borrower is required to deposit with Lender reserves pursuant to this Article 9, Borrower shall enter into a cash management agreement for the benefit of Lender for the purpose 20735538.3.BUSINESS     127 of covering deposits to the required reserve accounts substantially similar to In the event that any Mortgage Loan Reserve Account or the Cash Management Account is required to be established and maintained by Borrower in accordance with the foregoing, Borrower shall cause any amounts, if any, that would have been deposited into the applicable Mortgage Loan Reserve Accounts, the applicable Mezzanine A Loan Reserve Accounts or the Cash Management Account or the Mezzanine A Cash Management Account in accordance with the terms of the Mortgage Loan Agreement or the Mezzanine A Loan Agreement, as applicable, to be deposited with Lender in accordance with the terms of this Article 9 (and Borrower shall execute any and all amendments to the Cash Management Agreement, the Deposit Account Agreement and Article 10 of this Agreement as shall be necessary in connection with establishing and maintaining the applicable Mortgage Loan Reserve Accounts or the Cash Management Account, as applicable). ARTICLE 10     CASH MANAGEMENT Section 10.1.    Deposit Account; Cash Management Account (z)    Borrower has caused Mortgage Borrower to establish the Deposit Account as required by Section 10.1 of the Mortgage Loan Agreement, and during the term of the Loan (and without regard to whether the Mortgage Loan shall then be outstanding) Borrower shall cause Mortgage Borrower to at all times comply with the provisions of Article 10 of the Mortgage Loan Agreement and shall cause Mezzanine A Borrower to at all times comply with the provisions of Article 10 of (aa)    Borrower has caused Mortgage Borrower to establish the Cash Management Account, which Cash Management Account shall be under the sole dominion and control of Mortgage Lender. Borrower will cause Mortgage Borrower to at all times comply with the provisions of Article 10 of the Mortgage Loan Agreement and the Cash Management Agreement. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the Cash Management Account and will notify Lender of the account number thereof. Mortgage Lender shall have the sole paid by Mortgage Borrower. Borrower shall direct, or cause Mortgage Borrower to direct, that all cash distributions from the Cash Management Account be paid to Lender in accordance with the Cash Management Agreement (including the Net Liquidation Proceeds After Debt Service) be deposited into the Mezzanine B Loan Subaccount maintained in accordance with the Cash Management Agreement. Disbursements from the Mezzanine B Loan Subaccount will be made to Lender in accordance with the terms and conditions of this Agreement and the Cash Management Agreement. (bb)    The insufficiency of funds on deposit in the Mezzanine B Loan Subaccount due pursuant to 20735538.3.BUSINESS     128 whatsoever other than any notices expressly required by the terms of the Loan Documents. (cc)    During the continuance of an Event of Default, Borrower shall not make Section 10.2.    Borrower Distributions ARTICLE 11     (c)    if any portion of the Debt is not paid on or prior to the date the same (d)    except as otherwise expressly provided in the Loan Documents, if any of the Property Taxes or Other Charges are not paid when the same are due and payable, unless sufficient money has been deposited with Mortgage Lender in accordance with the terms of the Mortgage Loan Agreement for payment of amounts then due and payable and Mortgage Lender’s access to such money has not been Section 8.1 within five (5) Business Days of written request therefor or (iii) provided such copies are available; (f)    if (i) Borrower breaches in any material respect any covenant with respect to itself or any SPE Component Entity) contained in Article 6, (ii) if Additional Pledgor breaches in any material respect any covenant with respect to itself contained in Section 4 of the Pledge Agreement, (iii) if Operating Lessee breaches in any material respect any covenant with respect to itself contained in Paragraph 16 of the Operating Lease Subordination Agreement or (iv) a Prohibited Transfer occurs; 20735538.3.BUSINESS     129 (g)    if any representation or warranty of, or with respect to, any Loan Party or any member, general partner, principal or beneficial owner of any Loan Party, such Loan Party, or any member, general partner, principal or beneficial owner of any of such Loan Party did not know any such representation or warranty was false and misleading in any material respect when it made it, (ii) if the condition causing the representation or warranty to be false or misleading is susceptible of being cured, and (iii) if the condition once cured would not cause a Material Adverse Effect, then such false or misleading representation or warranty shall be an Event of Default hereunder only if such condition is not cured within ten (10) days after written notice to Borrower from Lender; reasonably be cured within such ten (10) day period and Borrower shall have and expeditiously proceeds to cure the same, such ten (10) day period shall be extended for a period reasonably required to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (h)    if any of the assumptions contained in the Non-Consolidation Opinion or in any New Non-Consolidation Opinion, is or shall become untrue in any material respect; (i)    if (i) any Loan Party or any managing member or general partner of any of its assets, or any Loan Party or any managing member or general partner of or (ii) there shall be commenced against any Loan Party or any managing member or general partner of any Loan Party any case, proceeding or other action of a there shall be commenced against any Loan Party or any managing member or general partner of any Loan Party any case, proceeding or other action seeking or (iv) any Loan Party or any managing member or general partner of any Loan or (iii) above; or (v) any Loan Party or any managing member or general partner 20735538.3.BUSINESS     130 (j)    if Borrower or Additional Pledgor shall be in default beyond applicable notice and grace periods under the Pledge Agreement or other security agreement covering any part of the Collateral, whether it be superior or junior in lien to the Pledge Agreement; (k)    unless the same is being contested in accordance with the terms hereof, if any Individual Property becomes subject to any mechanic’s, materialman’s or other Lien other than a Lien for any Property Taxes or Other Charges not then (l)    unless the same is being contested in accordance with the terms hereof, if any federal tax lien is filed against any Loan Party, any member or general partner of any Loan Party, the Collateral, the Mezzanine A Collateral or any Individual Property and same is not discharged of record (by payment, bonding or (m)    unless Lender reasonably determines that the same is adequately covered by insurance, if a final non-appealable judgment is filed against Borrower, Mezzanine A Borrower, Mortgage Borrower, HHSD, SPE Component Entity, Mortgage Borrower SPE Component Entity, Additional Pledgor, Mezzanine A Additional Pledgor and Operating Lessee in excess of $100,000 which is not vacated, dismissed, discharged or bonded over within thirty (30) days; (n)    if any default occurs under any guaranty or indemnity executed in (p)    if Borrower, Mezzanine A Borrower, or Mortgage Borrower breaches the provisions of Section 5.14, Section 5.22(d) or Section 5.25 hereof; (q)    if Borrower shall fail to cause Mortgage Borrower to pay any rent or any additional rent or other charge mentioned in or made payable by the Ground Lease when said rent or other charge is due and payable; provided, however, no Event of Default shall be deemed to have occurred hereunder by reason of the failure to pay the rent or other sums pursuant to the Ground Lease where sums sufficient to timely pay such amount are then available from funds held by Lender, Mezzanine A Lender or Mortgage Lender, as applicable, in the Ground Lease Reserve Account (as defined in the Mortgage Loan Agreement) established hereunder or thereunder, as applicable, and Lender, Mezzanine A Lender or Mortgage Lender, as applicable, is then entitled to fund such amount from such (r)    if there shall occur any default by Mortgage Borrower or Operating Lessee, as tenant under the Ground Lease, in the observance or performance of any term, covenant or condition of the Ground Lease on the part of Mortgage Borrower or Operating Lessee to be observed or performed and said default is not cured following the expiration of any applicable grace and notice periods therein provided, or if the leasehold estate created by the Ground Lease shall be surrendered or if the Ground Lease shall cease to be in full force and effect or such Ground Lease 20735538.3.BUSINESS     131 shall be terminated or canceled for any reason (whether by act or omission of Borrower, Mortgage Borrower or Operating Lessee or otherwise) or under any circumstances whatsoever, or if any of the terms, covenants or conditions of such Ground Lease shall in any manner be modified, changed, supplemented, altered, or amended without the consent of Lender; (s)    if there shall occur any default by Operating Lessee, as tenant, or Mortgage Borrower, as landlord, under the Operating Lease, in the observance or performance of any term, covenant or condition of the Operating Lease on the part of Operating Lessee or Mortgage Borrower, as applicable, to be observed or performed and said default is not cured following the expiration of any applicable grace, notice and cure periods therein provided, or if the leasehold estate created by the Operating Lease shall be surrendered or if the Operating Lease shall cease to be in full force and effect or the Operating Lease shall be terminated or canceled for any reason (including, without limitation, by its terms), or if any of the terms, covenants or conditions of the Operating Lease shall in any material manner be modified, changed, supplemented, altered, or (u)    intentionally omitted; (v)    if Borrower breaches the provisions of Section 5.24 hereof; (w)    if Mortgage Borrower shall be in default beyond applicable notice and grace periods under the Condominium Documents for more than ten (10) Business money or for thirty (30) Business Days in the case of any other default, provided that if such default (other than any default which can be cured by the payment of a sum of money) cannot reasonably be cured within such thirty (30) Business Day period and Mortgage Borrower shall have commenced to cure such default within such thirty (30) Business Day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) Business Day period shall be extended for so long as it shall require Mortgage Borrower in extension shall be for a period in excess of sixty (60) Business Days; (x)    if any voluntary prepayment of the Mortgage Loan or any Other Mezzanine Loan is made at any time, unless such prepayment of the Mortgage Loan and/or such Other Mezzanine Loan is on a pro rata basis with the Loan, the Mortgage Loan and each Other Mezzanine Loan; (y)    if a Mortgage Loan Default shall occur; (z)    any assignment in lieu of foreclosure or consensual sale relating to all or any portion of the Mezzanine A Collateral with or for the benefit of Mezzanine A Lender or an Affiliate thereof, unless Borrower has provided (or caused to be provided) Lender with at least ninety (90) 20735538.3.BUSINESS     132 days prior notice of Mezzanine A Borrower’s good faith intention to deliver an assignment in lieu of foreclosure or consensual sale of all or any portion of the Mezzanine A Collateral; (aa)    any deed in lieu of foreclosure or consensual sale relating to any Property with or for the benefit of Mortgage Lender or an Affiliate thereof unless Borrower has provided (or caused to be provided) Lender with at least ninety (90) days prior written notice of Mortgage Borrower’s good faith intention to deliver a deed in lieu of foreclosure or consensual sale of the Property; (bb)    If a Mezzanine A Loan Default shall occur; or (cc)    if Borrower shall continue to be in default under any other term, in the foregoing clauses of this Section 11.1, for more than ten (10) days after of any other default, provided that if such default (other than any default which can be cured by the payment of a sum of money) cannot reasonably be cured for a period in excess of sixty (60) days. Section 11.2.    Remedies (other than an Event of Default described in Section 11.1(g) above with respect enforce its rights against Borrower and in the Collateral, including, without Documents against Borrower and the Collateral, including, without limitation, all rights or remedies available at law or in equity. Upon any Event of Default described in Section 11.1(g) above (with respect to Borrower and SPE Component contrary notwithstanding. For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted in this Section 11.2, Borrower hereby irrevocably appoints Lender as its true and lawful attorney-in-fact to execute, acknowledge and deliver any instruments and do and perform any acts such as are referred to in this Section in the 20735538.3.BUSINESS     133 name and on behalf of Borrower. This power of attorney is a power coupled with Documents with respect to the Properties. Any such actions taken by Lender shall has determined in its sole discretion, to the fullest extent permitted by law, Documents. Loan Documents into one or more separate notes, pledge agreements and other irrevocably appoints Lender as its respective true and lawful attorney, coupled necessary or desirable to effect the aforesaid severance, Borrower ratifying all (g)    If an Event of Default shall have occurred and be continuing, any amounts recovered from any Collateral may be applied to the repayment of the Debt in absolute discretion. Section 11.3.    Right to Cure Defaults Borrower and without 20735538.3.BUSINESS     134 deem necessary to protect the security hereof. Lender is authorized to enter or proceeding to protect its interest in the Property for such purposes, and the permitted by law), with interest as provided in this Section 11.3, shall ARTICLE 12     INTENTIONALLY OMITTED ARTICLE 13     SECONDARY MARKET (a)    Lender may, at any time, sell, transfer or assign the Loan or any portion thereof or interest therein, or grant participations therein (“Participations”) or issue pass-through certificates or other securities (“Securities”) evidencing (each of the foregoing, a “Securitization”). Borrower agrees that each participant hereunder shall be entitled to the benefits of Section 2.5(g) and Section 2.7 (subject to the requirements and limitations therein, including the requirements under Section 2.7(e) (it being understood that the documentation required under Section 2.7(e) shall be delivered to the participating Lender)) to the same extent as if it were Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.5(g) or Section 2.7, with respect to any Participation, than its participating Lender would have been entitled to results from a change in any requirement of law that occurs after the participant acquired the applicable Participation. (b)    Column Financial, Inc. (or a person delegated by Column Financial, Inc.), principal amounts (and stated interest) of the Loan owing to each Lender the Register shall be conclusive absent manifest error, and Borrower and Lender terms hereof as a Lender 20735538.3.BUSINESS     135 hereunder for all purposes of this Agreement. Failure to make any such recordation or any error in such recordation, however, shall not affect Borrower’s obligations in respect of the Loan. The Register shall be available At the option of Lender, the Loan may be serviced by one or more servicers (each a, “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to such servicer (a “Servicing Agreement”). Borrower shall be responsible for any the Servicing Agreement and neither Borrower nor any other Loan Party shall be fee due to Servicer or the trustee under the Servicing Agreement or any fees or expenses required to be borne by Servicer. has or may hereafter acquire relating to the Debt and to Borrower, Mezzanine A Borrower and Mortgage Borrower, any managing member or general partner thereof, Guarantor, Ashford, Operating Lessee, HHSD, Additional Pledgor, Mezzanine A Additional Pledgor, Mortgage Borrower SPE Component Entity, any SPE Component Entity (as defined in this Agreement and the Mezzanine A Loan Agreement), the Collateral, the Mezzanine A Collateral and the Properties, including financial statements, whether furnished by Borrower, Mezzanine A Borrower, Mortgage Borrower or otherwise, as Lender determines necessary or desirable. Borrower of privacy. Section 13.4.    Cooperation this Agreement, Borrower shall (and shall cause Mortgage Borrower and Mezzanine A Borrower to) use reasonable efforts to provide information not in the possession of the holder of the Note in order to satisfy the market standards to required 20735538.3.BUSINESS     136 in the marketplace or by the Rating Agencies in connection with any Securitization, including, without limitation, to: (g)    provide updated financial, budget and other information with respect to the Collateral, the Mezzanine A Collateral, the Properties, Borrower, Mezzanine A Borrower, Mortgage Borrower, Additional Pledgor, Mezzanine A Additional Pledgor, Operating Lessee, HHSD, any SPE Component Entity (as defined in this Agreement and the Mezzanine A Loan Agreement), Mortgage Borrower SPE Component Entity and Guarantor and provide modifications and/or updates to the appraisals, appropriate, Phase II reports) and engineering reports of the Properties appropriate verification and/or consents of the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies; (h)    make changes to the special purpose entity provisions of the organizational documents of Borrower, Mezzanine A Borrower, Mortgage Borrower, Additional Pledgor, Mezzanine A Additional Pledgor, Operating Lessee, HHSD, any SPE Component Entity (as defined in this Agreement and the Mezzanine A Loan Agreement), Mortgage Borrower SPE Component Entity and their respective principals; (i)    cause counsel to render or update existing opinion letters as to (j)    permit site inspections, appraisals, market studies and other due diligence investigations of the Properties, as may be reasonably requested by (k)    make the representations and warranties with respect to the Properties, the Collateral, the Mezzanine A Collateral, Borrower, Mezzanine A Borrower, Mortgage Borrower, Guarantor, Operating Lessee, HHSD, Additional Pledgor, Mezzanine A Additional Pledgor and the Loan Documents as are made in the Loan Documents and such other representations and warranties as may be reasonably (l)    execute (and cause Additional Pledgor, Operating Lessee, HHSD and Guarantor, as applicable, to execute) such amendments to the Loan Documents as may be requested by the holder of the Note or the Rating Agencies or otherwise to effect the Securitization including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a pari passu or senior/subordinate note structure or reallocate the principal balances and interest rates of the Loan and the Other Mezzanine Loans amongst each other (a “Loan Bifurcation”); provided, however, that Borrower shall not be required change the interest rate, the stated 20735538.3.BUSINESS     137 maturity, the aggregate principal balance of the Loan or the amortization of principal as set forth herein or in the Note, except in connection with a Loan Bifurcation which may result in varying fixed interest rates, principal balances and amortization schedules on the components/notes, but which components shall have the same weighted average interest rate as the original Note prior to the Loan Bifurcation as well as the same aggregate principal balance and weighted amortization schedule except following an Event of Default or following any prepayment (whether resulting from the application of Net Proceeds after a Casualty or Condemnation or otherwise) of the Loan which is not made on a pro rata basis with the Mortgage Loan and each Other Mezzanine Loan (including the New Mezzanine Loan) in accordance with this Agreement, the Mortgage Loan Agreement and each Other Mezzanine Loan Agreement, (ii) modify or amend any other economic term of the Loan, or (iii) otherwise increase the obligations or decrease the rights of Borrower under the Loan Documents; (m)    deliver to Lender and/or any Rating Agency, (i) one or more certificates executed by an officer of Borrower, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Additional Pledgor, Mezzanine A Additional Pledgor, HHSD or Guarantor, as applicable, certifying as to the accuracy, as of the closing date of the Securitization, of all representations made by Borrower, Mortgage Borrower, Mezzanine A Borrower, Operating Lessee, Additional Pledgor, Mezzanine A Additional Pledgor, HHSD or Guarantor, as applicable, in the Loan Documents to which it is a party as of the Closing Date in all relevant jurisdictions or, if good standing and qualification of Borrower, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Additional Pledgor, Mezzanine A Additional Pledgor, HHSD and Guarantor as of the date of the closing date of the Securitization; (n)    have reasonably appropriate personnel (including senior management of Borrower) participate in a bank meeting and/or presentation for the Rating Agencies or Investors; (o)    cooperate with and assist Lender in obtaining ratings of the Securities from two (2) or more of the Rating Agencies; (p)    supply to Lender such documentation, financial statements and reports in the federal securities laws, if applicable; and (q)    Upon Lender’s modification of the Selected Day or Payment Date pursuant to the terms of Section 2.4(e) above, Borrower shall promptly deliver to Lender such modifications to the Interest Rate Cap Agreement and the Collateral Assignment of Interest Rate Cap reasonably required by Lender as result of such designation. 20735538.3.BUSINESS     138 Other than cost and expenses of attorneys engaged by Borrower or its Affiliates, Borrower shall not be obligated to incur any material cost or expense in connection with complying with requests made under this Section 13.4. Section 13.5.    Securitization (g)    Borrower understands that certain of the Provided Information may be including, without limitation, a prospectus, prospectus supplement, offering (h)    Borrower agrees to provide, and to cause Guarantor, Mezzanine A Borrower, Mortgage Borrower, HHSD, Additional Pledgor, Mezzanine A Additional Pledgor and Operating Lessee to provide, in connection with each of (i) a preliminary and a final offering memorandum or private placement memorandum or similar document to the Collateral, the Mezzanine A Collateral, the Mezzanine A Collateral and/or the Properties) or (ii) a preliminary and final prospectus or prospectus Borrower, Additional Pledgor and Guarantor have examined the following portions (it being acknowledged and agreed that Lender shall highlight such portions of any document referenced in clauses (i) and (ii) above or any other document that Borrower, Additional Pledgor, and Guarantor will be reviewing and covering in its indemnification certificate pursuant to this Section) of such memorandum or sheets” or presentations relating to the Properties, the Collateral and/or the Mezzanine A Collateral), as applicable, including without limitation, the sections entitled “Description of the Properties,” “Description of the Mezzanine A Collateral”, “Description of the Collateral” or similar sections (including any schedules, exhibits or annexes but excluding any financial projections of Lender or any other Person (other than Borrower, Guarantor or their respective Affiliates) and any financial summaries from any third party sources), and all sections relating to Borrower, Other Mezzanine Borrowers, Mortgage Borrower, Additional Pledgor (as defined in this Agreement and each Other Mezzanine Loan Agreement, Operating Lessee, HHSD, Guarantor, Franchisor, Manager, Affiliates of the foregoing, comfort letters, Management Agreements, Franchise Agreements, the Properties, the Operating Leases, the Collateral, the Mezzanine A Collateral, the Ground Leases and the Condominium Documents and any risks or special considerations relating thereto, and that, to the best of Borrower’s knowledge, such sections (and any other sections reasonably requested) do not contain any 20735538.3.BUSINESS     139 misleading, (B) certifying that Mortgage Borrower, Operating Lessee, HHSD and Guarantor have examined the following portions (it being acknowledged and agreed that Lender shall highlight such portions of any document referenced in clauses (i) and (ii) above or any other document that Mortgage Borrower, Operating Lessee, HHSD and Guarantor will be reviewing and covering in its indemnification certificate pursuant to this Section) of such memorandum or prospectus or other relating to the Properties, the Collateral and/or the Mezzanine Collateral), as applicable, including without limitation, the sections entitled “Description of the Properties,” “Description of the Mezzanine A Collateral”, “Description of the Collateral”, and “Description of the Mezzanine A Collateral” or similar sections (including any schedules, exhibits or annexes but excluding any financial projections of Lender or any other Person (other than Borrower, Guarantor or their respective Affiliates) and any financial summaries from any third party sources), and all sections relating to Borrower, Other Mezzanine Borrowers, Mortgage Borrower, HHSD, Additional Pledgor (as defined in this Agreement and each Other Mezzanine Loan Agreement), Operating Lessee, Guarantor, Franchisor, Manager, Affiliates of the foregoing, comfort letters, Management Agreements, Franchise Agreements, the Properties, the Operating Leases, the Collateral, the Mezzanine A Collateral, the Ground Leases and the Condominium Documents and any risks or special considerations relating thereto, and that, to the best of Mortgage Borrower’s knowledge, such sections (and any other sections certifying that Mezzanine A Borrower, Mezzanine A Additional Pledgor and (i) and (ii) above or any other document that Mezzanine A Borrower, Mezzanine A Additional Pledgor and Guarantor will be reviewing and covering in its indemnification certificate pursuant to this Section) of such memorandum or Collateral,” “Description of the Mezzanine A Collateral,” or similar sections (including any schedules, exhibits or annexes but excluding any financial projections of Lender or any other Person (other than Borrower, Guarantor or their respective Affiliates) and any financial summaries from any third party sources), and all sections relating to Borrower, Other Mezzanine Borrowers, Mortgage Borrower, HHSD, Additional Pledgor (as defined in this Agreement and each Other Mezzanine Loan Agreement), Operating Lessee, Guarantor, Franchisor, Manager, Affiliates of the foregoing, comfort letters, Management Agreements, Franchise Agreements, the Properties, the Collateral (as defined in this Agreement and each Other Mezzanine Loan Agreement), the Ground Leases and the Condominium Documents and any risks or special considerations relating thereto, and that, to the best of Mortgage Borrower’s knowledge, such sections (and any not misleading, (D) indemnifying Lender (and for purposes of this Section 13.5, Lender 20735538.3.BUSINESS     140 hereunder shall include its officers and directors), Credit Suisse Securities (USA) LLC and its successors in interest (“Credit Suisse”), and the Affiliate of Lender or Credit Suisse that (i) has filed the registration statement, if any, sheets” or presentations relating to the Collateral, the Properties and/or the Mezzanine A Collateral) or arise out of or are based upon the omission or relating to the Collateral, the Properties and/or the Mezzanine A Collateral) or Collateral, the Properties and/or the Mezzanine A Collateral) or in light of the circumstances under which they were made, not misleading (collectively the “Securities Liabilities”) and (E) agreeing to reimburse Lender, the Issuer Group Lender and Issuer Group in connection with investigating or defending the such case under clauses (D) or (E) above only to the extent that any such or omission made therein in reliance upon and in conformity (only to the extent that Borrower was provided an opportunity to review and notified Lender that such statement or omission was not in conformity with information furnished to Lender) with information furnished to Lender or any member of the Issuer Group or Underwriter Group by or on behalf of Borrower, Mortgage Borrower, Guarantor or any other Loan Party in connection with the preparation of the memorandum or sheets” or presentations relating to the Collateral or the Properties and/or the limitation, financial statements of Borrower, Mortgage Borrower, Guarantor or any other Loan Party, operating statements, rent rolls, environmental site Collateral, the Mezzanine A Collateral and the Properties. This indemnity agreement will be in addition to any liability which Borrower, Mortgage Borrower, Guarantor and any other Loan Party may otherwise have. Moreover, the indemnification provided for in clause (D) above shall be effective whether or not an indemnification certificate described in (A), (B) and (C) above is provided and shall be applicable based on information previously provided by Borrower, Mezzanine A Borrower, Mortgage Borrower, Guarantor or their Affiliates if Borrower, Mortgage Borrower, Mezzanine A Borrower or Guarantor do not provide the indemnification certificate. 20735538.3.BUSINESS     141 (i)    In connection with filings under the Exchange Act or any information provided to holders of Securities on an ongoing basis, Borrower agrees to insofar as the Securities Liabilities arise out of or are based upon an untrue statement in the Provided Information or the omission or alleged omission to Provided Information in order to make the statements in the Provided or the Underwriter Group in connection with defending or investigating the Securities Liabilities. party under this Section 13.5 the indemnifying party shall be responsible for any reasonable legal or other expenses subsequently incurred by such indemnified expenses of more than one such separate counsel unless an indemnified party party. in which the indemnity agreements provided for in Section 13.5(c) or Section under Section 13.5(c) or Section 13.5(d), the indemnifying party shall provided, however, that no Person guilty of fraudulent misrepresentation 20735538.3.BUSINESS     142 the indemnified party’s, Borrower’s and Guarantor’s relative knowledge and (l)    Borrower shall, and shall cause Guarantor to, indemnify Lender and its (m)    All reasonable costs and expenses incurred by Borrower (other than all attorneys’ fees and costs incurred by Borrower or its Affiliates) or Lender in connection with this Section 13.5 shall be paid by Lender. (n)    The liabilities and obligations of Borrower and Lender under this Section 13.5 shall survive the satisfaction of this Agreement and the satisfaction and Section 13.6.    Regulation AB Obligor Information affiliates of Borrower collectively, or the Collateral or any portion of the Collateral or the Mezzanine A Collateral or any portion of the Mezzanine A Collateral or the Properties alone or the Properties and any other parcel(s) of real property, together with improvements thereon and personal property related cut-off date for 20735538.3.BUSINESS     143 applicable, in the securitization. Such financial data or financial statements Lender in connection with the preparation of Disclosure Documents for the pursuant to the Exchange Act in connection with or relating to the statements in accordance with Regulation AB for any tenant of any Individual Property if, in connection with a securitization, Lender expects there to be, such securitization such that such tenant or group of affiliated tenants would (h)    Notwithstanding anything contained herein to the contrary, the provisions regarding the delivery of REMIC Opinions will only apply if all or any portion of the Loan has been securitized. Section 13.7.    Other Regulation AB Information reasonably 20735538.3.BUSINESS     144 requested by the holder of the Note, Borrower shall promptly provide the holder of the Note with any financial statements or financial, statistical, operating or other information as the holder of the Note shall reasonably determine to be required pursuant to Regulation AB or any amendment, modification or replacement thereto or any other requirement of law applicable to the Securitization in connection with any Disclosure Document, any filing under the Exchange Act or any report that is required to be made available to holders of the Securities under Regulation AB or other requirement of law or as shall otherwise be reasonably requested by the holder of the Note. Section 13.8.    Mezzanine Option. Borrower acknowledges and agrees that Mortgage Lender shall have the option set forth in Section 13.8 of the Mortgage Loan Agreement and Mezzanine A Lender shall have the option set forth in Section 13.8 of the Mezzanine A Loan Agreement. Borrower shall cooperate with Mortgage Lender, Mezzanine A Lender and Lender in Mortgage Lender’s and/or Mezzanine A Lender’s exercise, from time to time, of any and all such options in good faith and in a timely manner, which cooperation shall include, but not be limited to, cooperating with respect to all of the actions and items specified and/or referenced in Section 13.8 of the Mortgage Loan Agreement and Section 13 of the Mezzanine A Loan Agreement (subject to the limitations set forth therein, mutatis mutandis). Lender, without in any way limiting Lender’s other rights hereunder, shall have the one-time unilateral right, in its sole and absolute discretion, to require Borrower to divide the Loan into two mezzanine loans (the “(the “Mezzanine Option”) for which different interest rates and debt service payments may be established for each loan in such order of priority as may be designated by Lender; provided, that (i) the total amounts for such mezzanine loans shall equal the amount of the Loan immediately prior to the restructuring, (ii) the weighted average interest rate of such mezzanine loans shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the restructuring except following an Event of Default or following any prepayment (whether resulting from the application of Net Proceeds after a Casualty or Condemnation or otherwise) of the Loan which is not made on a pro rata basis with the Mortgage Loan and each Other Mezzanine Loan (including the New Mezzanine Loan) in accordance with this Agreement, the Mortgage Loan Agreement and each Other Mezzanine Loan Agreement), (iii) the debt service payments on the two mezzanine loans shall on the date created equal the debt service payment which was due under the Loan immediately prior to the restructuring; and provided further that any such restructuring carried out after the closing of the Loan shall be at no material cost to Borrower and (iv) the Allocated Loan Amounts shall be allocated between such mezzanine loans on a pro rata basis. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and create the two mezzanine loans and shall (A) execute and deliver (1) such documents including, without limitation, in the case of the new mezzanine loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, and (2) such amendments to the Loan Documents and organizational documents, (B) cause Borrower’s counsel to deliver such legal opinions, (C) create such bankruptcy remote borrower (the “New Mezzanine Borrower”), which such New Mezzanine Borrower shall own, directly or indirectly, 100% of the equity ownership interests in Mezzanine A Borrower (the “Equity Collateral”), and (D) create such bankruptcy remote additional pledgor (the “New Additional Pledgor”), which such New Additional Pledgor shall own, directly or 20735538.3.BUSINESS     145 indirectly, 100% of the equity ownership interests in Mezzanine A Additional Pledgor, and, in the case of each of (A), (B), (C) and (D) above, as shall be reasonably required by Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender and Agreement, the Pledge Agreement and other Loan Documents if requested. In the event such documents are in a form reasonably acceptable to Borrower and Borrower fails to execute and deliver such documents to Lender within ten (10) Business Days following such request by Lender, Borrower hereby absolutely and comply with any of the terms, covenants or conditions of this Section 13.8 after the expiration of ten (10) Business Days after notice thereof. Borrower shall be required to pay the costs and expenses of its own legal counsel in complying with the terms of this Section 13.8. Section 13.9.    Uncross of Properties. If pursuant to Section 13.9 of the Mortgage Loan Agreement any Affected Property (as defined in the Mortgage Loan Agreement) is uncrossed from the Mortgage Loan with the consent of Mortgage Lender as required thereunder (a “Property Uncross”), Borrower shall reasonably cooperate with Lender in connection with any corresponding uncrossing or severing of a pro rata portion of the Loan and/or such other modifications to the Loan as Lender may reasonably require in connection with any Property Uncross. In no event shall Borrower be obligated in connection with a Property Uncross to satisfy any requirement of the Rating Agencies or enter into any amendment or modification of the Loan Documents which would, in the aggregate, increase any monetary or other material obligation of Borrower under the Loan Documents. Lender shall cause all reasonable costs and expenses (other than attorneys’ fees and costs incurred by Borrower and its Affiliates) incurred by Borrower in connection with this Section 13.9 to be paid by Lender. Section 13.10.    Intercreditor Agreement (c)    Lender, Mortgage Lender, Mezzanine A Lender, Mezzanine C Lender and Mezzanine D Lender are parties to a certain intercreditor agreement dated as of the date hereof (the “Intercreditor Agreement”) memorializing their relative rights and obligations with respect to the Loan, the Mortgage Loan, the Mezzanine A Loan, the Mezzanine C Loan, the Mezzanine D Loan, Borrower, Mortgage Borrower, Mezzanine A Borrower, Mezzanine C Borrower, Mezzanine D Borrower and the Properties. Mortgage Borrower, Borrower and each Other Mezzanine Borrower solely for the benefit of Lender, Mortgage Lender, Mezzanine A Lender, Mezzanine C Lender and Mezzanine D Lender and (ii) Borrower, Mortgage Borrower, Mezzanine A Borrower, Mezzanine C Borrower and Mezzanine D Borrower are not intended entitled to rely on any of the provisions contained therein. Lender, Mortgage Lender, Mezzanine A Lender, Mezzanine C Lender and Mezzanine D Lender shall have no obligation to disclose to Borrower the contents of the Intercreditor Agreement. Borrower’s obligations hereunder 20735538.3.BUSINESS     146 are independent of such Intercreditor Agreement and remain unmodified by the (d)    In the event Lender is required pursuant to the terms of the without limitation, any proceeds of the Property previously received by Lender on account of the Loan to the Mortgage Lender, then Borrower agrees to indemnify ARTICLE 14     INDEMNIFICATIONS Section 14.1.    General Indemnification. Borrower shall indemnify, defend and damage to property occurring in, on or about the Properties or any part thereof respect of the Properties or any part thereof; (d) any failure of the Properties to be in compliance with any Legal Requirements; (e) any and all claims and terms, covenants, or agreements contained in any Lease or Ground Lease; (f) the holding or investing of the Mortgage Loan Reserve Accounts or the Cash Management Account or the performance of the Required Work, (g) the payment of connection with the funding of the Loan; or (h) any failure to pay recordation taxes, documentary stamp taxes, intangible personal property taxes or other costs and expenses as set forth in Section 17.2 hereof (collectively, the of Lender or (2) with respect to an act and event first occurring or arising (I) applicable) title to the Properties as a result of a foreclosure or deed-in-lieu of foreclosure of the Mortgage Loan or (II) following a foreclosure or assignment-in-lieu of the Loan or an Other Mezzanine Loan, except to the extent that such acts or events are the proximate result of acts or events that existed subsequent to the date of such transfer or were caused by Guarantor or any of its Affiliates; provided that Borrower shall bear the burden of proof to show that the event triggering liability hereunder first occurred after such transfer of ownership, was not the proximate result of events that first occurred prior to such transfer or ownership and was not caused by Guarantor or 20735538.3.BUSINESS     147 any of its Affiliates. To the extent that the undertaking to indemnify, defend portion that it is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction of all Indemnified Liabilities Pledge Agreement, the UCC Financing Statement, the Note or any of the other Loan Section 14.4.    Survival of an assignment in lieu of foreclosure of the Pledge Agreement. ARTICLE 15     EXCULPATION Section 15.1.    Exculpation observe the obligations contained herein or in the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against (1) Borrower (except as set forth in this Section 15.1 and the Environmental Indemnity), (2) Guarantor (except as set forth in the Guaranty, the PIP Guaranty and the Environmental Indemnity), (3) any Affiliate of Borrower, Mortgage Borrower or Mezzanine A Borrower, (4) any Person owning, directly or indirectly, any legal or beneficial interest in Borrower 20735538.3.BUSINESS     148 or any Affiliate of Borrower or (5) any direct or indirect limited partner, member, principal, officer, beneficiary, trustee, advisor, employee, agent, shareholder, Affiliate or director of any Persons described in clauses (1) through (5) above (collectively, subject to the exceptions in clauses (i) and (ii) below, the “Exculpated Parties”), except that Lender may bring a Note, the Pledge Agreement and the other Loan Documents, and the interest in the Collateral and any other collateral given to Lender created by this Agreement, the Note, the Pledge Agreement and the other Loan Documents; provided, however, Borrower, only to the extent of Borrower’s interest in the Collateral and in any the Pledge Agreement and the other Loan Documents, agrees that it shall not, deficiency judgment against any Exculpated Party in any such action or the Note, the Pledge Agreement or the other Loan Documents. The provisions of the Pledge Agreement or the other Loan Documents; (ii) impair the right of Lender to name Borrower or Additional Pledgor as a party defendant in any action or suit for foreclosure and sale under this Agreement and the Pledge Agreement; connection with this Agreement, the Note, the Pledge Agreement and the other Agreement; or (vi) impair the right of Lender to obtain a deficiency judgment or Borrower shall be personally liable to Lender for Losses due to: (i)    fraud or intentional misrepresentation by any Loan Party or any Affiliate of any of the foregoing in connection with the execution and the delivery of this Agreement, the Note, the Pledge Agreement, any of the other Loan Documents, the Loan; (ii)    the gross negligence or willful misconduct of an Exculpated Party; (iii)    Remington’s or any Exculpated Party’s misapplication or misappropriation of Rents or Net Liquidation Proceeds After Debt Service or any Agreement; 20735538.3.BUSINESS     149 (iv)    any Exculpated Party’s misapplication or misappropriation of tenant security deposits (including the failure to deliver to Lender or Mortgage Lender, as applicable, tenant security deposits upon foreclosure or deed in lieu thereof, to the extent not applied in accordance with the applicable Leases prior to the occurrence of an Event of Default) or Rents collected in advance; (v)    the misapplication or the misappropriation of Insurance Proceeds or Awards by any Exculpated Party; (vi)    Borrower’s, Mezzanine A Borrower’s or Mortgage Borrower’s failure to pay Property Taxes, Ground Rent, Insurance, Other Charges and/or Condominium Charges (provided that (1), in each case, there shall be no liability hereunder to the escrow with Lender, Mezzanine A Lender or Mortgage Lender, as applicable, pursuant to the terms hereof, the Mezzanine A Loan Documents, or the Mortgage Loan Documents, as applicable, and none of Borrower, Mezzanine A Borrower or taken action to restrict Lender, Mezzanine A Lender or Mortgage Lender, as applicable, from applying such sums for the purpose of paying such items) or (B) there is insufficient cash flow from the operation of the Properties to pay such items and (2) there shall be no liability for Borrower’s, Mezzanine A Borrower’s or Mortgagor Borrower’s failure to pay Condominium Charges unless such failure results in a Lien that is equal to or superior in priority to the Mortgage), charges for labor or materials or other charges that can create liens on any Individual Property beyond any applicable notice and cure periods specified herein; (vii)    Borrower’s, Mezzanine A Borrower’s or Mortgage Borrower’s failure to return or to reimburse Lender for all Personal Property (whether owned by Mortgage Borrower or Operating Lessee) taken from any Individual Property by or on behalf of Borrower, Mezzanine A Borrower, Mortgage Borrower, HHSD, Additional Pledgor, Mezzanine A Additional Pledgor or Operating Lessee and not replaced (viii)    intentional physical waste to any Individual Property caused by the intentional acts or omissions of any Exculpated Party when there is sufficient cash flow from the operation of any Individual Property to avoid such waste from occurring; (ix)    failure to purchase or replace (as applicable) any Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement (as applicable), in each case, as and when required by the terms hereof; (x)    Borrower’s, Mezzanine A Borrower’s or Mortgage Borrower’s assertion or raising of any defense to a proceeding instituted by Lender (whether judicial or otherwise) for the foreclosure of the Pledge Agreement or the Collateral Monthly Payment Amount or the Debt due 20735538.3.BUSINESS     150 on the Maturity Date, which defense is determined by a court of competent jurisdiction to be without merit, frivolous or brought in bad faith; (xi)    Borrower’s failure to cause Mortgage Borrower to pay to Mortgage Lender any deposit (including, without limitation, each PIP Required Deposit) as and when required pursuant to the terms hereof and Section 9.9 of the Mortgage Loan Agreement and the Mezzanine A Loan Agreement; (xii)    the breach of any representation, warranty or covenant of (i) any Borrower with respect to itself or any SPE Component Entity set forth (A) in Article 6 hereof (other than Section 6.1(a)(xv) and (xviii)) or (B) in any Recycled SPE Certificate delivered by such Person, (ii) Additional Pledgor with respect to itself as set forth (A) in Section 4(m) of the Pledge Agreement (other than Section 4(m)(15) and (18) thereof) or (B) any Recycled SPE Certificate delivered by such Person or (iii) Operating Lessee with respect to itself as set forth in Paragraph 16 of the Operating Lease Subordination Agreement (other than with respect to Paragraphs 16(xv) and (xviii); (xiii)    any violation or breach of any indemnifications set forth in Sections 13.5(b), (c), (d), (e) and (f) hereof or Section 14.1(g) hereof; (xiv)    Mortgage Borrower’s prior ownership of the Previously-Owned Property; (xv)    with respect to the Individual Property commonly known as the Sugar Land Marriott Town Square Hotel and Conference Center and located in Sugar Land, Texas, failure of Borrower to (a) deliver (or to cause to be delivered) to the ground lessor under the related Ground Lease audited financial statements or (b) maintain (or cause to be maintained) the ARR Subaccount 1 and ARR Subaccount 2 (each as defined in the related Ground Lease), in each case, pursuant to and in accordance with the terms of the related Ground Lease; (xvi)    with respect to the Individual Property commonly known as the Crowne Plaza Ravinia and located in Atlanta, Georgia, any amounts paid by Lender to the related Franchisor to reimburse such Franchisor for advertising assistance provided to Mortgage Borrower pursuant to the terms of the related Franchise Agreement; (xvii)    with respect to the Individual Properties commonly known as the Ritz-Carlton Atlanta Downtown, Renaissance Palm Springs and Courtyard Savannah, any amounts paid by Lender to the related Manager in respect of unreimbursed or unamortized key money in connection with the termination of such Manager under the related Management Agreement; or (xviii)    Borrower, Mezzanine A Borrower, Mezzanine A Additional Pledgor or Additional Pledgor making a distribution (other than deemed distributions caused by Mortgage Lender pursuant to and in accordance with the terms of the Cash Management Agreement and Article 10 of the Mortgage Loan Agreement) to its direct or indirect legal and beneficial owners 20735538.3.BUSINESS     151 violation of this Agreement and the other Loan Documents. recourse to Borrower in the event (i) of a breach by any Recourse Entity of any of the covenants set forth in Article 6 hereof, Paragraph 16 of the Operating Lease Subordination Agreement or Section 4 of the Pledge Agreement and any Recycled SPE Certificate, as applicable, that is cited as a factor in a court’s decision that results in a substantive consolidation (other than a substantive consolidation petitioned for or joined in by Lender) of such Recourse Entity with any other Person (excluding another Borrower, SPE Component Entity or Additional Pledgor) in a proceeding under any Creditors’ Rights Laws, (ii) any Recourse Entity incurs any voluntary Indebtedness other than the Debt and Permitted Debt (excluding Indebtedness relating to mechanic’s or other similar liens, such as statutory liens, judgment liens or lis pendens) without the prior written consent of Lender or except as expressly permitted in this Agreement, (iii) of the occurrence of a Prohibited Transfer (excluding (A) foreclosure of the Collateral or assignment in lieu of foreclosure of the Collateral or (B) a foreclosure of the Other Mezzanine Collateral or assignment in lieu of foreclosure of the Other Mezzanine Collateral or (C) a foreclosure of the Property or deed in lieu of foreclosure of the Property, provided that Borrower has provided (or caused to be provided) Lender with at least ninety (90) days prior written notice of Mortgage Borrower’s good faith intention to deliver a deed in lieu of foreclosure or consensual sale of the Property) or any encumbrance on any Property (other than Permitted Encumbrances), (iv) the Properties or any part thereof or the Collateral or any part thereof or the Mezzanine A Collateral or any part thereof shall become an asset in a bankruptcy or insolvency proceeding initiated by any Recourse Entity, (v) any Recourse Entity, Guarantor or any Affiliate, officer, director, or representative which Controls, directly or indirectly, any Recourse Entity or Guarantor files, or joins in the filing of, a voluntary or an involuntary petition against any Recourse Entity under any Creditors Rights Laws, or solicits or causes to be solicited petitioning creditors for the filing of any involuntary petition trustee, or examiner for such Recourse Entity or any portion of the Properties, the Mezzanine A Collateral or the Collateral; (viii) any amendment or modification of the Ground Lease in violation of the terms hereof which would reasonably be expected to have or does have a Material Adverse Effect, or (ix) any cancellation or termination of the Ground Lease, or the surrender of the leasehold estate thereunder in violation of the terms hereof; provided, however, Borrower’s liability pursuant to Section 15.1(c)(viii) and (ix) shall be limited to an amount equal to one hundred and twenty percent (120%) of the Allocated Loan Amount attributable to the applicable Property. 20735538.3.BUSINESS     152 (j)    Nothing herein shall be deemed to be a waiver of any right which Lender secured by the Pledge Agreement or to require that all collateral shall continue (k)    Notwithstanding anything to the contrary in this Section 15.1 or any Loan Document to the contrary, Borrower and Guarantor shall have no liability under this Section 15.1 to the extent such liability solely arises (i) as a result of an act or omission of (1) Mortgage Lender or a third-party purchaser following Mortgage Lender or such third-party taking title to the Properties pursuant to a receiver after such receiver takes control of the day-to-day operations of the Properties or (ii) as a result of an act or omission of Lender, Mezzanine A Lender, Mezzanine C Lender, Mezzanine D Lender, a third-party purchaser or any Affiliate or subsidiary of any of the foregoing following a foreclosure or an assignment-in-lieu of foreclosure of the Loan, the Mezzanine A Loan, the Mezzanine C Loan or the Mezzanine D Loan, unless in each case such act or omission was caused by any Exculpated Party (but only prior to such Exculpated Party becoming an Affiliate of Lender, the Mortgage Lender or an Other Mezzanine Lender or any purchaser at any foreclosure of the Loan, the Mortgage Loan or an Other Mezzanine Loan) or such acts or omissions are the proximate result of provided however, Guarantor shall bear the burden of proof to show that an event triggering liability of Guarantor under the Guaranty first occurred after such was not the proximate result of events that first occurred prior to such and was not caused by any Exculpated Party (but only prior to such Exculpated Other Mezzanine Loan) or their respective Affiliates. ARTICLE 16     NOTICES Section 16.1.    Notices designated from time to time by any 20735538.3.BUSINESS     153 11 Madison Avenue Attention:  N. Dante LaRocca Facsimile No.: (646) 935-8520 With a copy to:        Dechert LLP Cira Centre 2929 Arch Street Philadelphia, Pennsylvania 19104 If to Borrower:    c/o Ashford Hospitality Trust Dallas, Texas 75254 Attention: David Brooks Facsimile No.: (972) 980-2705 With a copy to:    Gardere Wynne Sewell LLP Dallas, Texas 75201 Facsimile No.: (214) 999-3884 Business Day. ARTICLE 17     FURTHER ASSURANCES to 20735538.3.BUSINESS     154 such Note acknowledging that Lender has informed Borrower that the Note was Section 17.2.    Execution of Pledge Agreement Upon the execution and delivery of the Pledge Agreement and thereafter, Borrower shall from time to time cause the Pledge Agreement and any of the other Loan acknowledgment and/or recording of the Note, the Pledge Agreement, the other the execution and delivery of the Pledge Agreement or the Loan, any security where prohibited by law so to do. Borrower hereby agrees that, in the event it is determined that any recordation taxes, documentary stamp taxes, intangible personal property taxes or other costs and expenses incident to the preparation, the other Loan Documents are due, Borrower shall indemnity and hold harmless the Indemnified Parties for any such recordation taxes, documentary stamp taxes, intangible personal property taxes or other costs and expenses, including all penalties and interest accessed or charged in connection therewith. Section 17.3.    Further Acts, etc. the performance of the terms of this Agreement and the Pledge Agreement, or for authorizes Lender to execute in the name of 20735538.3.BUSINESS     155 interest of Lender in the Collateral. Borrower grants to Lender an irrevocable Agreement which deducts the Debt from the value of any Collateral for the the Debt or Lender’s interest in the Collateral, Borrower will pay the tax, with on account of the Debt for any part of the Property Taxes or Other Charges assessed against an Individual Property, or any part thereof, and no deduction shall otherwise be made or claimed from the assessed value of an Individual Pledge Agreement or the Debt. If such claim, credit or deduction shall be payable. Section 17.5.    Expenses Documents with respect to the Properties, the Mezzanine A Collateral or the Collateral); (b) Lender’s customary surveillance 20735538.3.BUSINESS     156 of any Individual Property, the Mezzanine A Collateral, or the Collateral, Agreement or other Loan Documents or with respect to the Properties, the Mezzanine A Collateral and the Collateral; (g) without duplication of costs and expenses incurred pursuant to clause (a) above, the filing and recording fees Agreement and the other Loan Documents; (h) enforcing or preserving any rights, Mezzanine A Collateral and the Collateral, or any other security given for the Loan; (i) any breach of the Loan Documents by Borrower, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Additional Pledgor, Mezzanine A Additional Pledgor, HHSD, Guarantor or any Affiliate of any of the foregoing; (j) the preservation or protection of the collateral (including, without limitation, taxes and insurance, property inspections and appraisals, legal fees and litigation expenses) following or resulting from an Event of Default under the Loan Documents; (k) enforcing any obligations of or collecting any payments due the Properties, the Mezzanine A Collateral and the Collateral or in connection proceedings; (l) any amounts charged by any Franchisor in connection with the preparation, negotiation, execution, and delivery of any comfort letter, new comfort letter or replacement comfort letter or (m) any other amounts required under Section 13.10 hereof; provided, however, that Borrower shall not be liable Lender. accordance 20735538.3.BUSINESS     157 with the terms of the transaction documents relating to a Securitization, a Rating Agency Confirmation is required in order for such action to be taken by Borrower or the consent of Lender to be given, or, following or resulting from a default by Borrower or the Loan becoming a specially serviced loan, a Rating Agency Confirmation is otherwise required in connection with the servicing of the Loan or the administration of the securitization trust, Borrower shall provide any indemnities required and, unless otherwise expressly provided herein, pay all of the out-of-pocket costs and expenses of Lender, Lender’s servicer and each Rating Agency in connection therewith (including reasonable attorneys’ fees and expenses), and, if applicable, shall pay any fees imposed by Section 17.6.    Cost of Enforcement respect of Borrower, Mezzanine A Borrower or Mortgage Borrower or any of their respective constituent Persons or an assignment by Borrower, Mezzanine A Borrower or Mortgage Borrower or any of their respective constituent Persons for loan, including, without limitation, (i) interest on advances made by the servicer, special servicer, trustee or certificate administrator; (ii) special a foreclosed property; (iii) indemnification obligations to any such persons and of the Securities Act of 1933; and (iv) taxes payable from the assets of the clauses (i) through (iv) of the preceding sentence shall exclude (x) the regular (y) those costs and expenses which are identified pursuant to the servicing preparing annual compliance statements with respect to its own 20735538.3.BUSINESS     158 performance and preparing and filing and maintaining ordinary tax information reports and returns for the securitization trust) and (z) those costs and expenses incurred as a result of the gross negligence or willful misconduct of the servicer, special servicer, trustee or certificate administrator. Section 17.7.    Mortgage Loan Defaults hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower, Mezzanine A Borrower or Mortgage Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be Loan Documents on the part of Mortgage Borrower to be performed or observed amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section (including, without limitation, reasonable attorneys’ and other professional fees), with interest at the Default Rate, for the period from the date of demand by Lender to Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreement and shall be due and payable to Lender within two Business Days following demand therefor. (b)    Subject to the rights of tenants, Borrower hereby grants, and shall cause Mortgage Borrower to grant, Lender and any Person designated by Lender the right to enter upon any Individual Property at any time for the purpose of carrying out the rights granted to Lender under this Section 17.7. Borrower shall not, and shall not cause or permit Mortgage Borrower or any other Person to impede, protect or preserve Lender’s interests in the Loan and the Collateral, including the Properties in accordance with the provisions of this Agreement and the other Loan Documents. (c)    Borrower hereby indemnifies Lender from and against all out-of-pocket Lender as a 20735538.3.BUSINESS     159 Mortgage Borrower or any other party to make any such payment or performance. Borrower shall not impede, interfere with, hinder or delay, and shall cause Mortgage Borrower to not impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Mortgage Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under the Mortgage Loan. (d)    If Lender shall receive a copy of any notice of default under the Mortgage Loan Documents sent by Mortgage Lender to Mortgage Borrower, such misconduct of Lender. Lender shall have no duty to confirm, inquire or determine whether a Mortgage Loan Default has occurred. Lender may rely on any notice it believes in good faith to be genuine and given by, or on behalf of, Mortgage Lender. (e)    Any default under the Mortgage Loan which is cured by Lender, whether or not such cure is prior to the expiration of any applicable grace, notice or cure period under the Mortgage Loan Documents, shall constitute an immediate Event of (f)    In the event that Lender makes any payment in respect of the Mortgage Loan, Lender shall be subrogated to all of the rights of Mortgage Lender under the Mortgage Loan Documents against the Property and Mortgage Borrower in addition to all other rights Lender may have under the Loan Documents or applicable law. Section 17.8.    Discussions with Mortgage Lender and Mezzanine A Lender Lender shall have the right at any time to discuss the Collateral, the Mezzanine A Collateral, Properties, the Mortgage Loan, the Mezzanine A Loan, the Loan or any other matter directly with Mortgage Lender or Mezzanine A Lender or Mortgage Lender’s or Mezzanine A Lender’s consultants, agents or representatives without notice to or permission from Borrower or any other Loan Party, and Lender shall not have any obligation to disclose such discussions or the contents thereof with Borrower or any other Loan Party. Section 17.9.    Mezzanine A Loan Defaults hereunder, if there shall occur any default under the Mezzanine A Loan Documents or if Mezzanine A Lender asserts that Mezzanine A Borrower has defaulted in the performance or observance of any terms, covenant or 20735538.3.BUSINESS     160 condition of the Mezzanine A Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mezzanine A Lender shall have delivered proper notice to Mezzanine A Borrower, and without regard to any other defenses or offset rights Mezzanine A Borrower may have against Mezzanine A Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to demand on Borrower or Mezzanine A Borrower, but shall be under no obligation: (i) to pay all or any part of the Mezzanine A Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mezzanine A Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mezzanine A Loan Documents on the part of Mezzanine A Borrower to be performed Agreement and shall be due and payable to Lender within two (12) Business Days following demand therefor. (b)    Borrower shall not, and shall not cause or permit Mezzanine A Borrower or any other Person to impede, interfere with, hinder or delay, any effort or Mezzanine A Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral, including the Mezzanine A Collateral and the Properties, in accordance with the provisions of this Agreement and the other Loan Documents. liabilities, obligations, losses, damages, penalties, assessments, actions or Lender as a result of the foregoing actions. Lender shall have no obligation to Borrower, Mezzanine A Borrower or any other party to make any such payment or shall not cause Mezzanine A Borrower to not impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Mezzanine A Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under the Mezzanine A Loan. (d)    If Lender shall receive a copy of any notice of default sent by Mezzanine A Lender to Mezzanine A Borrower, such notice shall constitute full protection in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases 20735538.3.BUSINESS     161 and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section other than claims arising out of the fraud, illegal acts, gross negligence or willful misconduct of Lender. (e)    Any default under the Mezzanine A Loan which is cured by Lender, whether or not such cure is prior to the expiration of any applicable grace, notice or cure period under the Mezzanine A Loan Documents, shall constitute an immediate Event of Default under this Agreement without any notice, grace or cure period otherwise applicable under this Agreement. Mezzanine A Loan Documents against the Mezzanine A Collateral and Mezzanine A Documents or applicable. Law. Section 17.10.    Independent Approval Rights Mortgage Lender or Mezzanine A Lender, as applicable, such consent or approval shall not be binding or controlling on Lender to the extent Lender has a consent or approval right under the Loan Documents. Borrower hereby acknowledges and agrees that (i) the risks of Mortgage Lender in making the Mortgage Loan and the risks of Mezzanine A Lender in making the Mezzanine A Loan are different from deny, withhold or condition any requested consent or approval Mortgage Lender, Mezzanine A Lender and Lender may reasonably reach different conclusions, and (iii) Lender has an absolute independent right to grant, deny, withhold or Further, the denial by Lender of a requested consent or approval shall not create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage Loan or Mezzanine A Loan, and Borrower hereby waives any claim of liability against Lender arising from any such denial. ARTICLE 18     WAIVERS 20735538.3.BUSINESS     162 other circumstances. 20735538.3.BUSINESS     163 Lender to Borrower. Section 18.7.    Cross Default; Cross Collateralization; Waiver of Marshalling of Assets security than the sum of each of the individual interests in the Pledged Entities taken separately. Borrower agrees that (i) an Event of Default under the Pledge Agreement shall constitute an Event of Default under the Note and each of the other Loan Documents; and (ii) an Event of Default under the Note or this Agreement shall constitute an Event of Default under the Pledge Agreement. foreclosure of all or any of the Pledge Agreement, and agrees not to assert any Collateral or the Properties in preference to every other claimant whatsoever. 20735538.3.BUSINESS     164 ARTICLE 19     GOVERNING LAW Section 19.1.    Governing Law IN WHICH ANY COLLATERAL IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST OPTION BE INSTITUTED IN ANY 20735538.3.BUSINESS     165 Corporation Service Company Section 19.2.    Severability Section 19.3.    Preferences 20735538.3.BUSINESS     166 ARTICLE 20     MISCELLANEOUS Section 20.1.    Survival Lender. Section 20.3.    Headings counterclaim or defense shall be interposed or asserted by 20735538.3.BUSINESS     167 waived by Borrower. (f)    Borrower and Lender intend that the relationships created hereunder and to grant Lender any interest in the Collateral other than that of secured creditor, beneficiary or lender. (g)    This Agreement and the other Loan Documents are solely for the benefit of (h)    The general partners, members, principals and (if Borrower is a trust) properties similar to the Properties and the Collateral, and Borrower and Lender ownership and operation of the Properties and the Collateral. Borrower is not Properties and/or the Collateral. (i)    Notwithstanding anything to the contrary contained herein, Lender is not (j)    By accepting or approving anything required to be observed, performed or 20735538.3.BUSINESS     168 (k)    Borrower recognizes and acknowledges that in accepting this Agreement, investigate the Properties or the Collateral and notwithstanding any investigation of the Properties or the Collateral by Lender; that such reliance Note, the Pledge Agreement and the other Loan Documents in the absence of the Section 20.7.    Publicity Lender or any of its Affiliates shall be subject to the prior written approval Properties, the Collateral, Borrower and their respective Affiliates without the approval of Borrower or any such Persons. Borrower also agrees that Lender may share any information pertaining to the Loan with Credit Suisse, including its bank subsidiaries, and any other Affiliates of the foregoing, in connection with created. Affiliates. 20735538.3.BUSINESS     169 document. Section 20.10.    Joint and Several Liability Section 20.11.    Entire Agreement Section 20.12.    Contributions and Waivers (c)    As a result of the transactions contemplated by this Agreement, each themselves as set forth in this Section to allocate such benefits among among each of Borrowers in the event any payment is made by any individual “Contribution”, and for purposes of this Section, includes any exercise of recourse by Lender against any collateral of a Borrower and application of proceeds of such collateral in satisfaction of such Borrower’s obligations, to (d)    Each Borrower shall be liable hereunder with respect to the Obligations State law. (e)    In order to provide for a fair and equitable contribution among Borrowers Section. 20735538.3.BUSINESS     170 (f)    For purposes hereof, the “Benefit Amount” of any individual Borrower as extent such other Borrowers have guaranteed or mortgaged their Properties to (g)    Each Borrower shall be liable to a Funding Borrower in an amount equal to (h)    In the event that at any time there exists more than one Funding Borrower (i)    Each Borrower acknowledges that the right to Reimbursement Contribution (j)    No Reimbursement Contribution payments payable by a Borrower pursuant to any way the Obligations of any Borrower to Lender under this Note or any other Loan Documents. (k)    Each Borrower waives: Borrower; 20735538.3.BUSINESS     171 cause other than full payment of all sums payable under the Note, this Agreement and any of the other Loan Documents; the Bankruptcy Code; proceeding; 20735538.3.BUSINESS     172 resignation of the portion of any obligation secured by the applicable Mortgages to be satisfied by any payment from any other Borrower or any such party. (l)    Each Borrower waives: even though the election of remedies, such as nonjudicial foreclosure with (B)    all rights and defenses that Borrower may have because any of the Debt is secured by indirect interests in real property. This means, among other things: forecloses on any Collateral pledged by any other Borrower, (a) the amount of the Debt may be reduced only by the price for which that collateral is sold at on the Collateral, has destroyed any right Borrower may have to collect from any other Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Borrower may have because any of the Debt is secured by indirect interests in real property; and Mortgages or the other Loan Documents, including, without limitation, any of the Section 20.13.    Qualified Brand Franchise Agreements. For the avoidance of doubt, nothing contained in this Agreement or any of the other Loan Documents, is, or shall be deemed to constitute, a collateral assignment, pledge or grant of a security interest by Mortgage Borrower or 20735538.3.BUSINESS     173 Operating Lessee to Lender with respect to any Franchise Agreement with Marriott, Hyatt, Hilton or IHG or any of their respective affiliates in violation of such Franchise Agreement. Section 20.14.    State Law Provisions. To the extent that a court of competent jurisdiction would deem the laws of the State of California to be applicable to this Agreement and the other Loan Documents, Borrower makes the following waivers: (A)    Each Borrower hereby waives the rights and benefits under California Civil Code (“CC”) Section 2819, and agrees that by doing so such Borrower’s liability shall continue even if the Lender alters any obligations under the Loan Documents in any respect or Lender’s remedies or rights against any Borrower are in any way impaired or suspended without such Borrower’s consent. (B)    Each Borrower hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so such Borrower is liable even if such Borrower had no liability at the time of execution of the Note or thereafter ceased to be liable. Each Borrower hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so such Borrower’s liability may be larger in amount and more burdensome than that of any other Borrower. (C)    Each Borrower hereby waives any and all benefits and defenses under CC Sections 2845, 2849, 2850, 2899 and 3433, including, without limitation, the right to require the Lender to (i) proceed against such Borrower or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral the Lender may hold, or (iii) pursue any other right or remedy for such Borrower’s benefit, and agrees that the Lender may proceed against such Borrower for the Obligations without taking any action against any other Borrower or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Lender holds. Each Borrower agrees that the Lender may unqualifiedly exercise in its sole and absolute discretion, any or all rights and remedies available to it against such Borrower or any other guarantor or pledgor without impairing the Lender’s rights and remedies in enforcing this Agreement and any other Loan Document, under which Borrower’s liabilities shall remain independent and unconditional. Each Borrower agrees that the Lender’s exercise of certain of such rights or remedies may affect or eliminate such Borrower’s right of subrogation or recovery against any other Borrower and that such Borrower may incur partially or totally non-reimbursable liability under the foregoing, each Borrower expressly waives any and all benefits and defenses under or based upon (1) California Code of Civil Procedure (“CCP”) Section 580a or 726(b), which would otherwise limit such Borrower’s liability after a non-judicial or judicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value or fair value, respectively, of the Collateral or interests sold at such non-judicial or judicial foreclosure sale, (2) CCP Sections 580b and 580d, which would otherwise limit the Lender’s right to recover a deficiency judgment with respect to purchase money obligations and after a non-judicial or judicial foreclosure sale, respectively, (3) CCP Section 726 which, among other things, would otherwise require the Lender to exhaust all of its security before a personal 20735538.3.BUSINESS     174 judgment may be obtained for a deficiency, and (4) Union Bank v. Gradsky or subsequent judicial decisions arising out of or related to CCP Sections 726, 580a, 580b or 580d. (D)    Without limiting the generality of the foregoing, each Borrower waives even though that election of remedies, such as a nonjudicial or judicial foreclosure with respect to security for a Obligation, has destroyed such Borrower’s rights of subrogation and reimbursement against any other Borrower by otherwise. In addition, each Borrower waives all rights and defenses that such Borrower may have because the Obligation is secured by indirect interests in (a)    the Lender may collect from any Borrower without first foreclosing on any real or personal property collateral pledged by any other Borrower; and (b)    if the Lender forecloses on any Collateral pledged by a Borrower: (i)    the amount of the Obligation may be reduced only by the price for which more than the sale price; and (ii)    the Lender may collect from any Borrower even if the Lender, by foreclosing on the Collateral, has destroyed any right any other Borrower may have to collect from such Borrower. (E)    Each Borrower hereby waives all benefits and defenses under CC Sections 2847, 2848 and 2849 and agrees that such Borrower shall have no right of subrogation or reimbursement against any other Borrower, no right of subrogation against any collateral or security provided for in the Loan Documents and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Loan Documents have been paid in full and the Lender any collateral or security. To the extent any Borrower’s waiver of these rights of subrogation, reimbursement or contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, each Borrower agrees that its rights of subrogation and reimbursement against any other Borrower and such Borrower’s right of subrogation against any collateral or security shall be unconditionally junior and subordinate to the Lender’s rights against it and any other Borrower and to the Lender’s right, title and interest in such collateral or security, and each Borrower’s right of contribution against any other guarantor or pledgor shall be unconditionally junior and subordinate to the Lender’s rights against such other guarantor or pledgor. 20735538.3.BUSINESS     175 (F)    WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, TO THE EXTENT PERMITTED BY LAW, EACH BORROWER EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL RIGHTS AND DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE AND CHAPTER 2 OF TITLE 14, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726. 20735538.3.BUSINESS     176 first above written. BORROWERS: HH MEZZ BORROWER A-2 LLC, a Delaware limited liability company By:    /s/ DAVID A. BROOKS (Seal) Title: President HH MEZZ BORROWER G-2, a Delaware limited liability company Title: President LENDER: By: /s/_Jeremy Stoler (Seal) Name: Jeremy Stoler Title: EXHIBIT A Organizational Chart 20735538.3.BUSINESS EXHIBIT B Post 1031 Exchange Organizational Chart   20735538.3.BUSINESS EXHIBIT C Purposes) Reference is hereby made to the Mezzanine B Loan Agreement dated as of [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Column Financial, Inc., as Lender, and [______________], as Borrower. Code. payments. By:   Name:   Title: 20735538.3.BUSINESS Purposes) controlled foreign corporation related to Borrower as described in Section By:   Name:   Title: 20735538.3.BUSINESS Purposes) partners/members are the sole beneficial owners of such Participation, (iii) with respect such Participation, neither the undersigned nor any of its direct Internal Revenue Code. By:   Name:   Title:     20735538.3.BUSINESS beneficial owners of such Loan (as well as any Note evidencing such Loan), (iii) with respect to the extension of credit pursuant to this Agreement or any other By:   Name:   Title:     20735538.3.BUSINESS EXHIBIT D Recycled Entity Certificate [See attached] 20735538.3.BUSINESS EXHIBIT E Resignation Letters [See attached] 20735538.3.BUSINESS SCHEDULE I Mortgage Borrowers Name of Mortgage Borrower Organizational Number Type of Entity State of Formation 4065147 Limited partnership Delaware HH FP Portfolio LLC 3830654 Limited liability company Delaware HH Denver LLC 3849976 Limited liability company Delaware HH Gaithersburg LLC 4145240 Limited liability company Delaware HH LC Portfolio LLC 3885655 Limited liability company Delaware 4321155 Limited partnership Delaware HH Baltimore LLC 3818746 Limited liability company Delaware HH Tampa Westshore LLC 3748161 Limited liability company Delaware HH Savannah LLC 3818753 Limited liability company Delaware HH San Antonio LLC 4386105 Limited liability company Delaware 3847840 Limited partnership Delaware 3482995 Limited partnership Delaware 4118310 Limited partnership Delaware HH Palm Springs LLC 3982832 Limited liability company Delaware Portsmouth Hotel Associates LLC 3005218 Limited liability company Delaware 20735538.3.BUSINESS HH Atlanta LLC 4218175 Limited liability company Delaware HH Chicago LLC 4288485 Limited liability company Delaware 20735538.3.BUSINESS SCHEDULE II Allocated Loan Amounts 1. Hilton Tampa Westshore FL $1,001,345 2. Residence Inn Tampa Downtown FL $822,000 3. Courtyard Gaithersburg MD $1,352,563 4. Renaissance Portsmouth VA $751,009 5. The Churchill DC $2,208,190 6. The Melrose DC $3,482,290 7. Hilton Garden Inn BWI Airport MD $919,145 8. Hilton Garden Inn Virginia Beach MD $1,154,536 9. The Silversmith IL $1,031,236 10. Courtyard Denver Airport CO $1,479,599 11. Marriott Omaha NE $2,144,672 $2,402,481 13. Hilton Parsippany NJ $2,480,945 14. Hyatt Regency Wind Watch NY $1,591,690 15. Hampton Inn Parsippany NJ $1,046,181 16. Courtyard Boston Downtown MA $4,147,362 17. Marriott DFW Airport TX $3,437,453 18. Marriott San Antonio Plaza TX $1,584,218 19. Marriott Sugar Land TX $3,736,362 20. Hilton Garden Inn Austin Downtown TX $2,137,199 21. Hyatt Regency Savannah GA $3,291,735 22. Ritz-Carlton Atlanta GA $3,265,581 23. Crowne Plaza Ravinia GA $3,063,817 24. Courtyard Savannah GA $1,468,390 20735538.3.BUSINESS SCHEDULE III Franchise Agreements and Franchisors Properties Franchisors Operating Lessees Franchise Agreements IHG Crowne Plaza License Agreement, dated as of July 17, 2007, by Holiday Hospitality Franchising Inc., a Delaware corporation (“Crowne Plaza Licensor”), and HHC TRS FP Portfolio LLC, a Delaware limited liability company (“TRS FP Portfolio”), as amended by that certain Addendum to License Agreement, dated as of March 27, 2008, by Crowne Plaza Licensor and TRS FP Portfolio, as further amended by that certain Agreement, dated as of March 10, 2011, by Crowne Plaza Licensor and PIM Ashford Subsidiary II, LLC, a Delaware limited liability company, as further amended by that certain Second Addendum to License Agreement, dated as of March 10, 2011, by Crowne Plaza Licensor and TRS FP Portfolio, as further amended by that certain Third Addendum to License Portfolio. 20735538.3.BUSINESS Properties Franchisors Operating Lessees Franchise Agreements Hampton Inn Parsippany Hilton Franchise Agreement, dated as of August 29, 2014, by Hampton Inns Franchise LLC, a Delaware limited liability company (“Hampton Inns”), and TRS FP Portfolio, as amended by that Certain Amendment to Franchise Agreement, dated as of March 6, 2015, by and between TRS FP Portfolio and Hampton Inns. Hilton Parsippany Hilton Franchise Agreement, dated as of August 29, 2014, by Hilton Franchise LLC, a Delaware limited liability company (“Hilton Franchise”), and TRS FP Portfolio, as amended by that certain Amendment to Franchise Agreement, dated as of March 6, 2015, by and between TRS FP Portfolio and Hilton Franchise. Hilton Tampa Westshore Hilton HHC TRS Tampa LLC Amended and Restated Franchise License Agreement, dated as of September 21, 2012, by Hilton Franchise and HHC TRS Tampa LLC, a Delaware limited liability company (“TRS Tampa”), as amended by that certain Amendment to Franchise Agreement, dated as of March 6, 2015, by and between TRS Tampa and Hilton Franchise. Hyatt Franchise Agreement, dated as of December 7, 2011, by Hyatt Franchising L.L.C., a Delaware limited liability company, and TRS FP Portfolio. 20735538.3.BUSINESS Properties Franchisors Operating Lessees Franchise Agreements Omaha Marriott Marriott Relicensing Franchise Agreement, dated as of July 17, 2007, by Marriott International, Inc., a Delaware corporation (“Marriott”), and TRS LC Portfolio LLC (“TRS LC Portfolio”). Plaza San Antonio Marriott Marriott HHC TRS Portsmouth LLC Relicensing Franchise Agreement, dated as of July 17, 2007, by Marriott and HHC TRS Portsmouth LLC, a Delaware limited liability company (“TRS Portsmouth”). Marriott Relicensing Franchise Agreement, dated as of December 19, 2003, by Marriott and HHC TRS Sugar Land LLC, a Delaware limited liability company (“TRS Sugar Land”), as amended by that certain First Amendment to Marriott Hotel Relicensing Franchise Agreement and Settlement and Release of Claims, dated as of March 23, 2004, by Marriott and TRS Sugar Land. Renaissance Palm Springs Marriott HHC TRS Portsmouth LLC  Relicensing Franchise Agreement, dated as of March 10, 2011, by Marriott and TRS Portsmouth. Portsmouth Renaissance Hotel and Waterfront Conference Center Marriott HHC TRS Portsmouth LLC Relicensing Franchise Agreement, dated as of July 17, 2007, by Marriott and TRS Portsmouth. Courtyard Savannah Historic District Marriott HHC TRS Savannah LLC LC Portfolio, as amended by that certain Amendment to Courtyard by Marriott Relicensing Franchise Agreement, dated as of April 26, 2012, by Marriott and TRS LC Portfolio. 20735538.3.BUSINESS Properties Franchisors Operating Lessees Franchise Agreements Hilton Garden Inn Austin Downtown Hilton HHC TRS Austin LLC Amended and Restated Franchise License Agreement, dated as of June 29, 2007, by Hilton and HHC TRS Austin LLC, a Delaware limited liability company (“TRS Austin”), as amended by that certain Amendment to Franchise License Agreement, dated as of March 10, 2011, by HLT Existing Franchise Holding LLC, a Delaware limited liability company, as successor in interest to Hilton (“Hilton Successor”), and TRS Austin, as further amended by that certain Amendment to Franchise Agreement, dated as of March 6, 2015, by and between TRS Austin and Hilton Successor. Hilton HHC TRS Baltimore LLC Franchise License Agreement, dated as of July 17, 2007, by Hilton and HHC TRS Baltimore LLC, a Delaware limited liability company (“TRS Baltimore”), as amended by that certain Amendment to Franchise License Agreement, dated as of March 10, 2011, by Hilton and TRS Baltimore, as further amended by that certain Amendment to Franchise Agreement, dated as of March 6, 2015, by and between TRS Baltimore and Hilton Successor. 20735538.3.BUSINESS Properties Franchisors Operating Lessees Franchise Agreements Hilton Garden Inn Virginia Beach Town Center Hilton Amended and Restated Franchise License Agreement, dated as of July 17, 2007, by Hilton and TRS LC Portfolio, as amended by that certain Amendment to Franchise License Agreement, dated as of March 10, 2011, by Hilton Successor and TRS LC Portfolio, as further amended by that certain Amendment to Franchise Agreement, dated as of March 6, 2015, by and between TRS LC Portfolio and Hilton Successor. Residence Inn Tampa Downtown Marriott LC Portfolio, as amended by that certain Amendment to Residence Inn by Marriott LC Portfolio. 20735538.3.BUSINESS SCHEDULE IV Management Agreements and Managers Properties Borrowers Managers Management Agreements The Churchill Hotel Hyatt That certain Hotel Master Management Agreement, dated March 10, 2011, by and between HHC TRS LC Portfolio LLC, HHC TRS Portsmouth LLC, HHC TRS Tampa LLC, HHC TRS Baltimore LLC, HHC TRS FP Portfolio LLC, HHC TRS Melrose LLC, HHC TRS Chicago LLC, HHC TRS Highland LLC, HHC TRS Austin LLC, HHC TRS Princeton LLC and Remington Lodging & Hospitality, LLC, as amended by that certain Addendum to Hotel Master Management Agreement, dated December 8, 2011, from HHC TRS LC Portfolio LLC, HHC TRS Portsmouth LLC, HHC TRS Tampa LLC, HHC TRS Baltimore LLC, HHC TRS Melrose LLC, HHC TRS Chicago LLC, HHC TRS Highland LLC, HHC TRS Austin LLC, HHC TRS OP LLC, HHC TRS FP Portfolio LLC and HHC TRS Princeton LLC to Remington Lodging & Hospitality, LLC and Remington Boston Employers, LLC, as amended by that certain Addendum to Hotel Master Management Agreement, dated May 1, 2012, from HHC TRS LC Portfolio LLC, HHC TRS Portsmouth LLC, HHC TRS Tampa LLC, HHC TRS Baltimore LLC, HHC TRS Melrose LLC, HHC TRS Chicago LLC, HHC TRS Highland LLC, HHC TRS Austin LLC, HHC TRS FP Portfolio LLC, HHC TRS Princeton LLC and HHC TRS OP LLC to Remington Lodging & Hospitality, LLC and Remington Boston Employers, LLC, as amended by that certain Addendum to Hotel Master Management Agreement, dated May 1, 2012, from HHC TRS LC Portfolio LLC, HHC TRS Portsmouth LLC, HHC TRS Tampa LLC, HHC TRS Baltimore LLC, HHC TRS Melrose LLC, HHC TRS Chicago LLC, HHC TRS Highland LLC, HHC TRS Austin LLC, HHC TRS FP Portfolio LLC, HHC TRS Princeton LLC and HHC TRS OP LLC to Remington Lodging & Hospitality, LLC and Remington Boston Employers, LLC (the “Remington Management Agreement”) 20735538.3.BUSINESS Properties Borrowers Managers Management Agreements Courtyard Boston Tremont HH FP Portfolio LLC Marriott That certain Management Agreement, dated September 22, 2004, between HHC TRS FP Portfolio LLC and Courtyard Management Corporation, as amended by that certain First Amendment to Management Agreement, dated October 15, 2004, between HHC TRS FP Portfolio LLC and Courtyard Management Corporation, as amended by that certain Second Amendment to Management Agreement, dated August 5, 2005, between HHC TRS FP Portfolio LLC and Courtyard Management Corporation, as amended by that certain Side Letter Agreement, dated March 2, 2007, between HHC TRS FP Portfolio and Courtyard Management Corporation, as amended by that certain Third Amendment to Management Agreement, dated March 10, 2011, as amended by that certain Letter Agreement, dated January 29, 2005 from Courtyard Management Corporation and accepted by HHC TRS FP Portfolio LLC, as amended by that certain Letter Agreement dated February 3, 2006 from Courtyard Management Corporation and accepted and agreed to by HHC TRS FP Portfolio LLC, as amended by that certain Side Letter Agreement, dated March 2, 2007, between Courtyard Management Corporation and HHC TRS FP Portfolio LLC, as amended by that certain Letter Agreement, dated July 17, 2007, between Courtyard Management Corporation and HHC TRS FP Portfolio LLC, as amended by that certain Letter Agreement, dated July 17, 2007, between Courtyard Management Corporation and HHC TRS FP Portfolio LLC, as amended by that certain Letter Agreement, dated July 17, 2007, between Courtyard Management Corporation and HHC TRS FP Portfolio LLC, as amended by that certain Liquor License Agreement, dated July 17, 2007, between Courtyard Management Corporation, HH FP Portfolio LLC and HHC TRS FP Portfolio LLC, and as amended by that certain Real Estate and Personal Property Taxes Agreement, dated February 26, 2010, between Courtyard Management Corporation, HHC TRS Baltimore LLC, HHC TRS Portsmouth LLC and HHC TRS FP Portfolio LLC. 20735538.3.BUSINESS Properties Borrowers Managers Management Agreements Courtyard Denver Airport HH Denver LLC Marriott That certain Management Agreement, dated December 28, 1995, between LC Fulenwider Inc. and Courtyard Management Corporation, as amended by that certain Assignment and First Amendment of Management Agreement, dated September 10, 1996, between LC Fulenwider Inc., 6901 Tower LLC, and Courtyard Management Corporation, as amended by that certain Second Amendment to Management Agreement, dated September 17, 2004, between HHC TRS OP LLC and Courtyard Management Corporation, as assigned by that certain Assignment and Assumption and Third Amendment of Management Agreement, dated July 17, 2007, among TRS OP, HHC TRS Portsmouth LLC, HH Denver LLC and Courtyard Management Corporation, as amended by that certain Fourth Amendment to Management Agreement, dated March 6, 2009, by HHC TRS Portsmouth LLC and Courtyard Management Corporation, as amended by that certain Fifth Amendment to Management Agreement, dated March 10, 2011, between HHC TRS Portsmouth LLC and Courtyard Management Corporation, as amended by that certain Sixth Amendment to Management Agreement, dated July, 2013, by that certain Amendment to Management Agreement, dated July, 2013, between HHC TRS Portsmouth LLC and Courtyard Management Corporation, as amended by that certain Letter Agreement, dated July 17, 2007, from HH Denver LLC and HHC TRS OP LLC to Courtyard Management Corporation, as amended by that certain Letter Agreement, dated July 17, 2007, as amended by that certain Letter Agreement, dated July 17, 2007, between Courtyard Management Corporation and HHC TRS OP LLC, as amended by that certain Mutual Release, dated July 17, 2007, between TRS OP, HH DFW Hotel Associates, L.P., HHC TRS Nashville LLC, HH Nashville LLC, HHC TRS FP Portfolio LLC, HH FP Portfolio LLC, HH Denver LLC, HHC TRS Highland LLC, HH Gaithersburg LLC, HHC TRS Atlanta LLC, HH Atlanta LLC, Highland Hospitality, L.P., Marriott International, Inc., Marriott Hotel Services, Inc., Renaissance Hotel Management Company, LLC, Courtyard Management Corporation, and The Ritz-Carlton Hotel Company, L.L.C., as amended by that certain       Liquor License Agreement, dated July 17, 2007, between Courtyard Management Corporation, HH FP Portfolio LLC and HHC TRS FP Portfolio LLC, as amended by that certain Real Estate and Property Taxes Agreement, dated February 26, 2010, between Courtyard Management Corporation, HHC TRS Baltimore LLC, HHC TRS Portsmouth LLC and HHC TRS FP Portfolio LLC 20735538.3.BUSINESS Properties Borrowers Managers Management Agreements Courtyard Gaithersburg HH Gaithersburg LLC Marriott That certain Management Agreement between CY-Gaithersburg LLC and Courtyard Management Corporation, dated June 29, 2004, as Amended by that certain Letter Agreement, dated May 30, 2006, between CY-Gaithersburg LLC and Courtyard Management Corporation, as assigned by that certain Consent and Assignment and Assumption of Management Agreement, dated June 1, 2006, by and among CY-Gaithersburg LLC, HHC TRS Highland LLC, HH Gaithersburg LLC and Courtyard Management Corporation, as amended by that certain First Amendment of Management Agreement, dated June 1, 2006, between HHC TRS Highland LLC and Courtyard Management Corporation, as amended by that certain Assignment, Assumption and Second Amendment of Management Agreement, dated July 17, 2007, between HHC TRS Highland LLC, HHC TRS Baltimore, HH Gaithersburg LLC and Courtyard Management Corporation, as further amended by that certain Third Amendment to Management Agreement, dated March 10, 2011, between HHC TRS Baltimore LLC and Courtyard Management Corporation, as amended by that certain Letter Agreement, dated July 17, 2007, between HHC TRS Baltimore LLC and Courtyard Management Corporation, as amended by that certain Mutual Release, Dated July 17, 2007, between Marriott Hotel Services, Inc., Renaissance Hotel Management Company, LLC, Courtyard Management Corporation, The Ritz-Carlton Hotel Company, LLC, HHC TRS Portsmouth LLC, HHC TRS Nashville LLC, HHC TRS FP Portfolio LLC, and HHC TRS Baltimore LLC, as amended by that certain Liquor License Agreement, dated July 17, 2007, between Courtyard Management Corporation, HH FP Portfolio LLC and HHC TRS FP Portfolio LLC, as amended by that certain Real       Estate and Property Taxes Agreement, dated February 26, 2010, between Courtyard Management Corporation, HHC TRS Baltimore LLC, HHC TRS Portsmouth LLC and HHC TRS FP Portfolio LLC. Courtyard Savannah Historic District HH LC Portfolio LLC Marriott The Remington Management Agreement HH FP Portfolio LLC Marriott The Remington Management Agreement 20735538.3.BUSINESS Properties Borrowers Managers Management Agreements Hampton Inn Parsippany HH FP Portfolio LLC Remington The Remington Management Agreement Hilton Garden Inn Austin Remington The Remington Management Agreement HH Baltimore LLC Remington The Remington Management Agreement HH LC Portfolio LLC Remington The Remington Management Agreement Hilton Parsippany HH FP Portfolio LLC Remington The Remington Management Agreement Hilton Tampa Westshore HH Tampa Westshore LLC Remington The Remington Management Agreement 20735538.3.BUSINESS Properties Borrowers Managers Management Agreements Hyatt Regency Savannah HH Savannah LLC Remington That certain Management Agreement, dated May 8, 1979, between Waterfront Hotel Company and Hyatt corporation as amended by that certain Second Amendment to Management Agreement, dated December 21, 1993, between Waterfront Hotel Company and Hyatt Corporation, as amended by that certain Third Amendment to Management Agreement, dated August 12, 2004, between Waterfront Hotel Company and Hyatt Corporation, as amended by that certain Fourth Amendment to Management Agreement, dated March 10, 2011, between HHC TRS Savannah LLC and Hyatt Corporation, as amended by that certain Assignment and Assumption of Management Agreement, dated December 31, 2003, between AP/APMC Savannah L.P. and HHC TRS OP LLC, as amended by that certain Assignment and Assumption of Contract, Purchase Orders, Tenant Leases and Equipment Leases, dated December 31, 2003 between AP/AMC Savannah, L.P. and HHC TRS OP LLC, as amended by that certain Assignment and Assumption of Management Agreement, dated July 9, 2004, between HHC TRS OP LLC and HHC TRS Holding Corporation, as amended by that certain Assignment and Assumption of Management Agreement, dated July 9, 2004, between HHC TRS Holding Corporation and HHC TRS Savannah LLC, as amended by that certain Addendum to Management Agreement, dated January 31, 2005, between HHC TRS Savannah LLC and Hyatt Corporation, as amended by that certain Confirmation Agreement, dated July 26, 2006, between HHC TRS Savannah LLC, as amended by that certain Landlord, Tenant and Manager Non-Disturbance and Attornment Agreement, dated as of July 17, 2007, by and between HHC TRS Savannah LLC, HH Savannah LLC and Hyatt Corporation, and Hyatt Corporation, as amended by that certain Fifth Amendment to Management Agreement, dated as of December 19, 2014 by and between HHC TRS Savannah LLC, and Hyatt Corporation HH FP Portfolio LLC Remington The Remington Management Agreement Plaza San Antonio Marriott HH San Antonio LLC Remington The Remington Management Agreement 20735538.3.BUSINESS Properties Borrowers Managers Management Agreements Dallas-Fort Worth Airport Marriott Remington That certain Amended and Restated Management Agreement, dated December 29, 2001, between Host Marriott L.P. and Marriott Hotel Services Inc., as amended by that certain First Amendment to Amended and Restated Management Agreement, dated April 22, 2005, between Host Marriott L.P. and Marriott Hotel Services Inc., as amended by that certain Assignment, Assumption and Second Amendment to Amended and Restated Management Agreement, dated July 17, 2007, between HHC TRS OP LLC, Services Inc., as Amended by that Second Amendment to Amended and Restated Management Agreement, dated March 6, 2009, between HHC TRS Portsmouth LLC and Marriott Hotel Services, Inc., as amended by that certain Third Amendment to Amended and Restated Management Agreement, dated March 10, 2011, between HHC TRS Portsmouth LLC and Marriott Hotel Services, Inc., as amended by that certain Letter Agreement, dated July 17, 2007, between HHC TRS Portsmouth LLC and Marriott Hotel Service, Inc., as amended by that certain Letter Agreement, dated July 17, 2007, between Marriott Hotel Service Inc. and HHC TRS Portsmouth LLC, as amended by that certain Mutual Release, dated July 17, 2007, by and between HHC TRS OP LLC, HH DFW Hotel Associates, L.P., HHC TRS Nashville LLC, HH Nashville LLC, HHC TRS FP Portfolio LLC, HH FP Portfolio LLC, HH Denver LLC, HH TRS Highland LLC, HH Gaithersburg LLC, HH TRS Atlanta LLC, HH Atlanta LLC, Highland Hospitality, L.P. and Marriott International, Inc., Marriott Hotel Services, Inc., Renaissance Hotel Management Company, LLC, Courtyard Management Corporation and The Ritz-Carlton Hotel Company, L.L.C., as amended by that certain Liquor License Agreement between Marriott Hotel Services, Inc., HH DFW Hotel Associates, L.P. and HHC TRS Portsmouth LLC. Omaha Marriott HH LC Portfolio LLC Remington The Remington Management Agreement Remington The Remington Management Agreement The Melrose Hotel Remington The Remington Management Agreement 20735538.3.BUSINESS Properties Borrowers Managers Management Agreements Renaissance Palm Springs HH Palm Springs LLC Remington The Remington Management Agreement Portsmouth Hotel Associates LLC Remington The Remington Management Agreement Residence Inn Tampa Downtown HH LC Portfolio LLC Remington The Remington Management Agreement 20735538.3.BUSINESS Properties Borrowers Managers Management Agreements HH Atlanta LLC Remington That certain Amended and Restated Management Agreement, dated January 1, 2002, between Host Marriott, L.P. and The Ritz-Carlton Hotel Company, L.L.C., as amended and assigned by that certain Amended and Restated Consent, Assignment and Assumption and Amendment of Management Agreement, dated as of January 1, 2002, between Host Marriott, L.P., CCRC Atlanta LLC, and The Ritz-Carlton Hotel Company, L.L.C., as amended by that certain Assignment and Assumption of Management Agreement, dated September 26, 2006, between The Ritz-Carlton Hotel Company L.L.C., Host Hotels & Resorts, L.P. and HHC TRS Atlanta LLC, as amended by that certain Amendment to Amended and Restated Management Agreement, dated April 30, 2008, between The Ritz-Carlton Hotel Company, L.L.C. and HHC TRS Atlanta LLC, as amended by that certain Second Amendment to Amended and restated Management Agreement, dated March 6, 2009, between HHC TRS Atlanta LLC and The Ritz-Carlton Hotel Company, L.L.C., as amended by that certain Letter Agreement, dated May 18, 2010, between The Ritz-Carlton Hotel Company, L.L.C. and HHC TRS Atlanta LLC, as amended by that certain Third Amendment to Amended and Restated Management Agreement, dated March 10, 2011, between HHC TRS Atlanta LLC and The dated January 1, 2006, from Marriott International on behalf of The Ritz-Carlton Hotel Company, L.L.C., and agreed and accepted by Host Hotels & Resorts, L.P., as amended by that certain Letter Agreement dated January 1, 2006, from Marriott International on behalf of The Ritz-Carlton Hotel Company, L.L.C., and agreed and accepted by Host Hotels & Resorts, L.P., as amended by that certain Letter Agreement, dated July 17, 2007, between The Ritz-Carlton Hotel Company, L.L.C. and HHC TRS Atlanta LLC, as amended by that certain Letter Agreement, dated July 17, 2007, between The Ritz-Carlton Hotel Company, L.L.C. and HHC TRS Atlanta LLC, as amended by that certain Liquor License Agreement, dated July 17, 2007, between The Ritz-Carlton Hotel Company, L.L.C., HH Atlanta LLC and HHC TRS and between HHC TRS OP LLC, HH DFW Hotel Associates, L.P., HHC TRS Nashville LLC, HH Nashville LLC, HHC TRS FP Portfolio LLC, HH FP Portfolio LLC, HH Denver LLC, HHC TRS Highland LLC, HH Gaithersburg LLC, HHC TRS Atlanta LLC, HH Atlanta LLC, Highland Hospitality, L.P., Marriott International, Inc., Marriott Hotel Corporation and The Ritz-Carlton Hotel Company, L.L.C. 20735538.3.BUSINESS Properties Borrowers Managers Management Agreements The Silversmith Hotel Chicago Downtown HH Chicago LLC Remington The Remington Management Agreement. 20735538.3.BUSINESS SCHEDULE V Properties Borrowers Operating Lessees Operating Leases The Churchill Hotel HHC TRS Highland LLC That certain Amended and Restated Lease Agreement, dated as of March 10, 2011, by HH Churchill Hotel Associates, L.P., as lessor, and HHC TRS Highland LLC, as lessee. Courtyard Boston Tremont HH FP Portfolio LLC by HH FP Portfolio LLC, as lessor, and HHC TRS FP Portfolio LLC, as lessee. Courtyard Denver Airport HH Denver LLC HHC TRS Portsmouth LLC by HH Denver LLC, as lessor, and HHC TRS Portsmouth LLC, as lessee. Courtyard Gaithersburg HH Gaithersburg LLC HHC TRS Baltimore LLC by HH Gaithersburg LLC, as lessor, and HHC TRS Baltimore LLC, as lessee. Courtyard Savannah Historic District HH LC Portfolio LLC by HH LC Portfolio LLC, as lessor, and HHC TRS LC Portfolio LLC, as lessee. HH FP Portfolio LLC Hampton Inn Parsippany HH FP Portfolio LLC 20735538.3.BUSINESS Properties Borrowers Operating Lessees Operating Leases Hilton Garden Inn Austin HHC TRS Austin LLC by HH Austin Hotel Associates, L.P., as lessor, and HHC TRS Austin LLC, as lessee. HH Baltimore LLC HHC TRS Baltimore LLC by HH Baltimore LLC, as lessor and HHC TRS Baltimore LLC, as lessee. HH LC Portfolio LLC Hilton Parsippany HH FP Portfolio LLC Hilton Tampa Westshore HH Tampa Westshore LLC HHC TRS Tampa LLC by HH Tampa Westshore LLC, as lessor, and HHC TRS Tampa LLC, as lessee. Hyatt Regency Savannah HH Savannah LLC HHC TRS Savannah LLC by HH Savannah LLC, as lessor, and HHC TRS Savannah LLC, as lessee. HH FP Portfolio LLC Plaza San Antonio Marriott HH San Antonio LLC HHC TRS Portsmouth LLC by HH San Antonio LLC, as lessor, and HHC TRS Portsmouth LLC, as lessee. 20735538.3.BUSINESS Properties Borrowers Operating Lessees Operating Leases HHC TRS Portsmouth LLC by HH DFW Hotel Associates, L.P., as lessor, and HHC TRS Portsmouth LLC, as lessee. Omaha Marriott HH LC Portfolio LLC by HH Texas Hotel Associates, L.P., as lessor, and HHC TRS LC Portfolio LLC, as lessee. The Melrose Hotel HHC TRS Melrose LLC by HH Melrose Hotel Associates, L.P., as lessor, and HHC TRS Melrose LLC, as lessee. Renaissance Palm Springs HH Palm Springs LLC HHC TRS Portsmouth LLC by HH Palm Springs LLC, as lessor, and HHC TRS Portsmouth LLC, as lessee. Portsmouth Hotel Associates LLC HHC TRS Portsmouth LLC by Portsmouth Hotel Associates, LLC, as lessor, and HHC TRS Portsmouth LLC, as lessee. Residence Inn Tampa Downtown HH LC Portfolio LLC 20735538.3.BUSINESS Properties Borrowers Operating Lessees Operating Leases HH Atlanta LLC HHC TRS Atlanta LLC by HH Atlanta LLC, as lessor, and HHC TRS Atlanta LLC, as lessee. HH Chicago LLC HHC TRS Chicago LLC by HH Chicago LLC, as lessor, and HHC TRS Chicago LLC, as lessee. 20735538.3.BUSINESS SCHEDULE VI Scheduled PIP [See attached] 20735538.3.BUSINESS SCHEDULE VII Reserved 20735538.3.BUSINESS SCHEDULE VIII Reserved 20735538.3.BUSINESS SCHEDULE IX Reserved 20735538.3.BUSINESS SCHEDULE X Reserved 20735538.3.BUSINESS SCHEDULE XI Subordination of Management Agreements 1. (Remington Properties) (Mezz B) between HHC TRS Tampa LLC, HHC TRS Highland LLC, HHC TRS Baltimore LLC, HHC TRS Portsmouth LLC, HHC TRS Austin LLC, HHC TRS Chicago LLC, HHC TRS Melrose LLC, HHC TRS LC Portfolio LLC, HHC TRS Atlanta LLC, HHC TRS FP Portfolio LLC, Borrower, Lender, Remington, HHC TRS Baltimore II LLC, PIM TRS Boston Back Bay LLC and HHC TRS Princeton LLC; 2. Subordination, Non-Disturbance and Attornment Agreement (Hyatt Regency Savannah) (Mezz B) between HHC TRS Savannah LLC, HH Savannah LLC, Hyatt Corporation and Lender; 3. Subordination, Non-Disturbance and Attornment Agreement (Gaithersburg Courtyard) (Mezz B) between Courtyard Management Corporation, HHC TRS Baltimore LLC, HH Gaithersburg LLC, HH Mezz Borrower A-2 LLC and Lender; 4. Subordination, Non-Disturbance and Attornment Agreement (Boston Courtyard) (Mezz B) between Courtyard Management Corporation, HHC TRS FP Portfolio LLC, HH FP Portfolio LLC, HH Mezz Borrower A-2 LLC and Lender; 5. Subordination, Non-Disturbance and Attornment Agreement (Atlanta Ritz Carlton) (Mezz B) between The Ritz-Carlton Hotel Company, L.L.C., HHC TRS Atlanta LLC, HH Atlanta LLC, HH Mezz Borrower A-2 LLC and Lender; 6. Subordination, Non-Disturbance and Attornment Agreement (Marriott DFW) (Mezz B) between Marriott Hotel Services, Inc., HHC TRS Portsmouth LLC, HH DFW Hotel Associates, L.P., HH Mezz Borrower G-2 LLC and Lender; and 7. Subordination, Non-Disturbance and Attornment Agreement (Marriott Denver) (Mezz B) between Courtyard Management Corporation, HHC TRS Portsmouth LLC, HH Denver LLC, HH Mezz Borrower A-2 LLC and Lender. 20735538.3.BUSINESS SCHEDULE XII Ground Leases Full: Palm Springs Ground Lease: That certain Business Lease No. PSL-315, dated February 28, 1984 (the “Original Master Lease”), between the parties identified on Addendum No. 1 thereto (collectively, including their respective successors in interest, the “Master Ground Lessor”), as lessors, and Shale Energy Corporation of America, a Texas corporation (“SENCA”), as lessee, as assigned by that certain Assignment of Option to Lease, dated December 31, 1984, between SENCA and SENCA Palm Springs Inc., a California corporation (“SENCA-PS”), as further assigned by that Agreement to Assign and Assume Lease, dated July 20, 1989, between SENCA-PS and the City of Palm Springs, a municipal corporation (the “City”) and that certain Agreement of Assignment, dated September 28, 1989, between SENCA-PS and the City, as amended by that certain Amendment No. 1 to PSL-315, dated August 10, 1995, between the United States Secretary of the Interior (the “Secretary”), acting on behalf of the Master Ground Lessor, and Sumitomo Bank of California, a California banking corporation, as further amended by that certain Amendment to Lease, dated as of October 28, 1998, between the Secretary, the Master Ground Lessor, and the City, as further amended by that certain First Amendment to Business Lease-315, dated  April 7, 2004, between the Ground Lessor and the City, as further amended by that certain Second Amendment to Business Lease-315, dated February 9, 2006, between the Ground Lessor and the City, as further amended by that certain Estoppel Certificate (Business Lease No. PSL-315), dated July 17, 2007, from the Secretary, acting on behalf of the Master Ground Lessor, for the benefit of Borrower and certain other parties (the Original Master Lease, as so amended and assigned, the “Master Lease”), together with that certain Sublease (Hotels I-XI), dated December 31, 1984, between SENCA-PS, as original sublandlord, and The Community Redevelopment Agency of The City of Palm Springs, California, a public body (the “Agency”), as subtenant, as assigned by that certain Agreement of Assignment, dated September 28, 1989, from SENCA PS to City, as amended by that certain Supplement (for Purpose of Conforming Legal Description) to Sublease, dated December 3, 1992, between the City, in its capacity as sublandlord (the “Sublessor” and together with the Master Ground Lessor, individually and/or collectively, as the context may require, the “Ground Lessor”) and the Agency, as amended by that certain Assignment and Amendment of Sublease and Termination of Sub-Subleases, dated November 5, 1998, between the Agency, Sublessor, AP/APH Palm Springs, L.P., a Delaware limited partnership (“AP/APH”), and the other parties thereto identified therein, as further assigned by that certain Assignment of Sublease, dated November 5, 1998, among Agency, City, and AP/APH, as further amended and assigned by that certain Assignment and Termination of Sub-subleases, dated November 5, 1998, between Agency, AP/APH, and the other parties thereto, as further assigned by that certain Assignment of Ground Sublease, dated July 14, 2005, between AP/APH, Sublessor, and the other parties thereto, as further amended by that certain Estoppel Certificate, dated July 17, 2007, from Sublessor, for the benefit of Borrower and certain other parties, as further amended by that certain Estoppel Certificate, dated on or about March 2011, from Sublessor, for the benefit of Borrower and certain other parties; 20735538.3.BUSINESS Approval of Leasehold Deed of Trust, Assignment of Leases And Rents, Security Agreement and Fixture Filing, dated as of March 5, 2015, from the United States Department of the Interior Bureau of Indian Affairs; ESTOPPEL CERTIFICATE (Business Lease PSL-315), dated as of March 3, 2015 by the United States Secretary of the Interior, to and for the benefit of HH Palm Springs LLC, a Delaware limited liability company, PIM Highland Holding LLC, a Delaware limited liability company, Ashford, Lender, Mortgage Lender and Other Mezzanine Lenders; and Estoppel Certificate Regarding Sublease (Hotels I–XI), effective as of February 24, 2015 given by The City of Palm Springs, a municipal corporation (successor in interest to SENCA Palm Springs, Inc., a California corporation), as sublandlord, HH Palm Springs LLC, a Delaware limited liability company, PIM Highland Holding LLC, a Delaware limited liability company, Ashford, Lender, Mortgage Lender and Other Mezzanine Lenders. Portsmouth Ground Lease: That certain Hotel Lease Agreement, dated as of May 24, 1999, between the Economic Development Authority of the City of Portsmouth, Virginia (as successor by name change to Industrial Development Authority of the City of Portsmouth) “Lessor”) and Portsmouth Hotel Associates, LLC (“Lessee”), as evidenced by that certain Memorandum of Lease between Lessor and Lessee, recorded in the clerk’s office of the Circuit Court of Portsmouth, Virginia at Book 1260, Page 1051; That certain Conference Center Lease Agreement, dated as of May 24, 1999, between the Economic Development Authority of the City of Portsmouth, Virginia (as successor by name change to Industrial Development Authority of the City of Portsmouth) (“Lessor”) and Portsmouth Hotel Associates, LLC (“Lessee”), as evidenced by that certain Memorandum of Lease between Lessor and Lessee, recorded in the clerk’s office of the Circuit Court of Portsmouth, Virginia at Book 1260, Page 1057; and Ground Lessor’s Estoppel Certificate dated February 24, 2015, by Economic Development Authority of the City of Portsmouth, Virginia (successor by name change to Industrial Development Authority of the City of Portsmouth), a political subdivision and body politic and corporate, organized under the laws of the Commonwealth of Virginia, and acknowledged and agreed solely for purposes of certain provisions therein, Portsmouth Hotel Associates, LLC, a Delaware limited liability company, to and for the benefit of (i) Portsmouth Hotel Associates, LLC, (ii) PIM Highland Holding LLC, a Delaware limited liability company, Ashford Hospitality Limited Partnership, a Delaware limited partnership, and each of their respective affiliates, and (iii) Column Financial Inc., as mortgage lender and as mezzanine lender, and each of their successors 20735538.3.BUSINESS Partial: Atlanta Ground Lease: That certain Cross-Lease and Easement Agreement, by and between One Ninety One Peachtree Associates (the “Original Landlord”) and Peachtree Palace Venture (the “Original Tenant”), dated as of February 10, 1988, as evidenced by (a) Indenture of Lease dated February 10, 1988, between Original Landlord and Original Tenant, recorded in Deed Book 11321, Page 66, Fulton County, Georgia Records (the “Official Records”), and (b) Indenture of Lease and Easement Grant dated February 10, 1988, between Original Landlord and Original Tenant, recorded in Deed Book 11321, Page 66 of the Official Records, as assigned by that certain Assignment and Assumption Agreement of Cross-Lease and Easement Agreement, by and between Original Tenant, as assignor, and HMH Properties, Inc., as assignee, dated as of September 19, 1996 and recorded in Deed Book 21499, Page 140 of the Official Records, as further assigned by that certain Assignment and Assumption Agreement of Cross-Lease and Easement Agreement, by and between Host Hotels & Resorts, L.P., as assignor, and HH Atlanta LLC (the “Tenant”), as assignee, dated as of September 22, 2006 and recorded in Deed Book 43534, Page 223 of the of Cross-Lease and Easement Agreement, by and between Original Landlord, as assignor, and 191 Peachtree Project, LLC (the “Landlord”), as assignee, dated as of March 29, 2012; and That certain estoppel dated February 26, 2015, by 191 Peachtree Project, LLC, as successor-in-interest to One Ninety One Peachtree Associates, LLC, a Georgia limited liability company, to and for the benefit of (i) HH Atlanta LLC, a Delaware limited liability company (ii) PIM Highland Holding LLC, a Delaware limited liability company, and Ashford, and each of their respective affiliates, and (iii) Column Financial Inc., as mortgage lender, and any and all mezzanine lenders and their respective successors and assigns. Austin Ground Lease: That certain Office Lease, dated as of November 16, 1994, between Sabine-Waller Creek, Ltd., predecessor-in-interest to Sabine Residences, L.P., as landlord, and Waller Hotel G.P., Inc., predecessor-in-interest to HH Austin Hotel Associates, L.P., as tenant; and That certain Estoppel Certificate (Office Lease) dated February 25, 2015 by Sabine Residences, L.P., as ground landlord, for the benefit of HH Austin Hotel Associates, L.P., as ground tenant, PIM Highland Holding LLC, Ashford, and each of their respective affiliates; and Lender, Mortgage Lender and Other Mezzanine Lender, and each of their respective affiliates. San Antonio Ground Lease: That certain lease agreement dated as of February 9, 1979 between City of San Antonio, as lessor, and Plaza Nacional Group, Ltd., predecessor-in-interest to HH San Antonio LLC, as lessee, as amended by that certain Amendment to Plaza Nacional German-English School Lease dated October 3, 1985 between City of San Antonio, as lessor, and Plaza Nacional-San Antonio Limited, predecessor-in-interest to HH San Antonio LLC, as lessee; and 20735538.3.BUSINESS Landlord Estoppel Certificate dated February 26, 2015 by City of San Antonio, as ground landlord, for the benefit of HH Austin Hotel Associates, L.P., as ground tenant, PIM Highland Holding LLC, Ashford, and each of their respective affiliates; and Lender, Mortgage Lender and Other Mezzanine Lender, and each of their respective affiliates. Sugar Land Ground Lease: That certain Conference Center and Parking Lease Agreement, dated as of February 28, 2002, between Sugar Land Town Square Development Authority and HH Texas Hotel Associates, L.P. (f/k/a Sugar Land Hotel Associates, L.P.), as amended pursuant to that certain first amendment to Conference Center and Parking Lease Agreement, dated as of August 5, 2003, and as further amended pursuant to that certain Second Amendment to Conference Center and Parking Lease Agreement, dated as of April 19, 2005; and Lease Estoppel Certificate dated February 24, 2015, by Sugar Land Town Square Development Authority, a local government corporation organized and existing under Subchapter D of Chapter 431, Texas Transportation Code, to and for the benefit of (i) HH Texas Hotel Associates, L.P. (f/k/a Sugar Land Hotel Associates, L.P.), a Delaware limited partnership, (ii) PIM Highland Holding LLC, a Delaware limited liability company, Ashford Hospitality Limited Partnership, a Delaware limited partnership, and each of their respective affiliates, and (iii) Column Financial Inc., as mortgage lender and as mezzanine lender, and each of their successors and/or assigns. Wind Watch Hauppauge Ground Lease: That certain Lease Agreement, dated as of February 28, 1990, between Long Island Lighting Company (the “Wind Watch Landlord”) and Colony Hill Associates (the “Original Wind Watch Tenant”), as evidenced by that certain Memorandum of Lease, between Wind Watch Landlord and Original Wind Watch Tenant, dated February 28, 1990 and recorded in the Office of the Clerk of the County of Suffolk in Liber 1048 cp 246, as amended by that certain Lease Amendment, dated as of September 24, 1996, between Wind Watch Landlord and Original Wind Watch Tenant, as assigned by that certain Quitclaim Assignment and Assumption of Lease, dated as of September 24, 1996, from Original Wind Watch Tenant, as assignor, to PAH Windwatch, LLC (“PAH”), as assignee, as further amended by that certain Second Amendment of Lease, dated as of September 24, 1996, between Wind Watch Landlord and PAH, as assigned to HH FP Portfolio LLC (the “New Wind Watch Tenant”) by that certain Assignment of Ground Lease, dated as of August 19, 2004, by and between PAH and New Wind Watch Tenant and recorded in the Office of the Clerk of the County of Suffolk in Liber 12345, page 941, and evidenced by that certain Consent to Assignment of Lease, dated as of August 19, 2004, by and between Landlord, PAH and New Wind Watch Tenant; and That certain Estoppel Certificate dated March 5, 2015, 2015, by Long Island Electric Utility Servco LLC, as agent and acting on behalf of the Long Island Lighting Company d/b/a LIPA to and for the benefit of (i) HH FP Portfolio LLC, a 20735538.3.BUSINESS SCHEDULE XIII Select Release Properties 1. Residence Inn Tampa Downtown FL 2. Courtyard Gaithersburg MD 3. Hilton Garden Inn BWI Airport MD 4. Hilton Garden Inn Virginia Beach MD 5. Courtyard Denver Airport CO 6. Hampton Inn Parsippany NJ 7. Hilton Garden Inn Austin Downtown TX 8. Courtyard Savannah GA 20735538.3.BUSINESS SCHEDULE XIV Prime ROFO Release Properties   1. The Churchill DC 2. The Melrose DC 3. Courtyard Boston Downtown MA 4. Ritz-Carlton Atlanta GA 20735538.3.BUSINESS SCHEDULE XV Condominium Documents Austin Condominium Documents: The Sabine Master Condominium Declaration dated April 27, 2007 by Sabine Residences, L.P., as master declarant; and as further amended by First Amendment to Sabine Master Condominium Declaration dated December 30, 2009 by The Sabine Master Condominium Association, Inc., as master association. Gaithersburg Condominium Documents: 1)    Washingtonian Waterfront Condominium (a)    Declaration for Washingtonian Waterfront Condominium, dated April 1, 2003, by Washingtonian Lake, L.L.C., recorded in Liber 23525 at folio 390, as amended by Amendment to Declaration for Washingtonian Waterfront Condominium dated May 26, 2006, recorded in Liber 32513 at folio 522, in each case in the Land Records of Montgomery County, Maryland (b)    Bylaws of Council of Unit Owners of Washingtonian Waterfront Condominium 2)    Washingtonian Waterfront Commercial Association, Inc. Condominium (a)    Declaration of Covenants, Conditions, Easements and Restrictions for Washingtonian Waterfront Commercial Association, Inc., dated April 1, 2003, by Liber 23525 at folio 244, as amended by Declaration Supplement, dated April 1, 2003, by and between Washingtonian Lake, L.L.C. and Washingtonian Office Associates, LLC, recorded in Liber 23525 at folio 372, as further amended by Declaration Supplement dated April 1, 2003, by and between Washingtonian Lake, L.L.C., Washingtonian Office Associates, LLC, and CY-Gaithersburg, LLC recorded in Liber 23525 at folio 461, and as further amended by First Supplementary Declaration dated December 2, 2008, by and between Washingtonian Lake, L.L.C., Washingtonian Waterfront Commercial Association, Inc. recorded in Liber 36284 at folio 143, in each case in the Land Records of Montgomery County, Maryland (b)    Articles of Incorporation of Washingtonian Waterfront Commercial Association, Inc. (c)    Bylaws of Washingtonian Waterfront Commercial Association, Inc. 3)    The Washingtonian Center Association, Inc. Condominium (a)    Declaration of Covenants, Conditions, Restrictions and Easements, dated May 23, 1986, by Washingtonian Investors Limited Partnership, recorded in Liber 7144 at folio 287, as amended and affected by: First Supplement to Declaration of Covenants, Conditions, Restrictions and Easements for Washingtonian Center, dated January 29, 1988, recorded in Liber 9123 at folio 600; Second Supplement to Declaration of Covenants, Conditions, Restrictions and Easements for 20735538.3.BUSINESS Washingtonian Center, dated April 10, 1990, recorded in Liber 9268 at folio 504; Third Supplement to Declaration of Covenants, Conditions, Restrictions and Easements, dated March 15, 1990, recorded in Liber 9237 at folio 004; Fourth Supplement to Declaration of Covenants, Conditions, Restrictions and Easements, dated May 2, 1997, recorded in Liber 14856 at folio 256; Fifth Supplement to Declaration of Covenants, Conditions, Restrictions and Easements, dated May 23, 2008, recorded in Liber 35818 at folio 391; Sixth Supplement to Declaration of Covenants, Conditions, Restrictions and Easements, dated October 1, 2008, recorded in Liber 36088 at folio 006; Seventh Supplement to Declaration of Covenants, Conditions, Restrictions and Easements, dated January 12, 2009, recorded in Liber 36421 at folio 217; Eighth Supplement to Declaration of Covenants, Conditions, Restrictions and Easements, dated October 28, 2011, recorded in Liber 42601 at folio 095; Agreement Regarding Covenants, Conditions and Restrictions, dated May 2, 1997, recorded in Liber 14856 at folio 329; Agreement Regarding Covenants, Conditions and Restrictions, dated June 18, 1999, recorded in Liber 17219 at folio 125; Assignments of Declarant's interest, dated October 19, 1994, recorded in Liber 10987 at folio 232 and in Liber 13024 at folio 136; Agreement Regarding Covenants, Conditions, Restrictions and Easements, dated April 1, 2003, by and between Washingtonian Associates, L.C., The Washingtonian Center Association, Inc. and CY-Gaithersburg, LLC, recorded in Liber 23525 at folio 532; Notice of Approval of Plans and Specifications recorded in Liber 23525 at folio 550; Notice of Approval of Final Plans and Specifications recorded in Liber 29208 at folio 648, in each case in the Land Records of Montgomery County, Maryland (b)    Articles of Incorporation of The Washingtonian Center Association, Inc. (c)    Bylaws of The Washingtonian Center Association, Inc. Portsmouth Condominium Documents: 1)    Declaration of Condominium for Portsmouth Conference Center Hotel, a Condominium, by Economic Development Authority of the City of Portsmouth, Virginia (successor by name change to Industrial Development Authority of the City of Portsmouth, Virginia), dated March 3, 1999, and recorded on April 2, 1999, in Deed Book 1255, page 723, in the office of the Clerk of the Circuit Court of the City of Portsmouth, Virginia 2)    Articles of Incorporation of Portsmouth Conference Center Hotel Association 3)    Bylaws of Portsmouth Conference Center Hotel Association Sugar Land Condominium Documents: 1)    Sugar Land Hotel and Conference Center Condominium (a)    Condominium Declaration for Sugar Land Hotel and Conference Center, a Condominium, by Town Center Lakeside, Ltd., dated February 28, 2002, and recorded under Clerk’s File Number 2002020609 of the Official Public Records of 20735538.3.BUSINESS (b)    Articles of Incorporation of Sugar Land Hotel and Conference Center Association, Inc. (c)    Bylaws of Sugar Land Hotel and Conference Center Association, Inc. 2)    Sugar Land Town Square Parking Condominium (a)    Condominium Declaration for Sugar Land Town Square Parking Condominium, by Town Center Lakeside, Ltd., as declarant, Sugar Land Town Square Development Authority, as conference parking unit owner, and Sugar Land Hotel Associates, L.P. (n/k/a HH Texas Hotel Associates, L.P.), as conference parking unit lessee, dated June 25, 2003, and recorded under Clerk’s File Number 2003119601 of the Official Public Records of Fort Bend County, Texas (the “Original Declaration”), and amended and corrected by those certain instruments recorded under Clerk’s File Numbers 2005154466, 2006054380, 2006128021, 2009028341 and 2013107851, respectively, of the Official Public Records of Fort Bend County, Texas (b)    Articles of Incorporation of Sugar Land Town Square Parking Association, Inc. (c)    Bylaws of Sugar Land Town Square Parking Association, Inc. 3)    Sugar Land Town Square Condominium: (a)    Declaration for Sugar Land Town Square, by Town Center Lakeside, Ltd., dated February 20, 2002, and recorded under Clerk’s File Number 2002020602 of the Official Public Records of Fort Bend County, Texas (the “Original Declaration”), and amended and corrected by those certain instruments recorded under Clerk’s File Numbers 2002133375, 2005008449 and 2008075480, respectively, of the Official Public Records of Fort Bend County, Texas (b)    Articles of Incorporation of Sugar Land Town Square Property Owners’ Association, Inc. (c)    Bylaws of Sugar Land Town Square Property Owners’ Association, Inc. 4)    (a)    First Colony Condominium (i)    Declaration of Covenants, Conditions, and Restrictions for the First Colony Property Owners’ Association, Inc., by Sugar Land Properties Incorporated, dated December 15, 1993, and recorded under Clerk’s File Number 9383229 in the Real Property Records of Fort Bend County, Texas and in Volume 2603, Page 1235, et seq., of the Official Public Records of Fort Bend County, Texas, and amended by that certain instrument recorded under Clerk’s File Numbers 9478085 in the Real Property Records of Fort Bend County, Texas and in County, Texas (ii)    Amended and Restated Annexation and Supplemental Amendment to Declaration for Town Center North (iii)    Articles of Incorporation of First Colony Property Owners’ Association, Inc. 20735538.3.BUSINESS (iv)    Bylaws of First Colony Property Owners’ Association, Inc. 20735538.3.BUSINESS SCHEDULE XVI Previously-Owned Property [Attached please find the Legal Description of the Wind Watch vacant “office parcel”] 20735538.3.BUSINESS SCHEDULE 4.44 Ground Lease Exceptions Section 4.44(a) • Under the Palm Springs Ground Lease, the landlord under the master lease was required to deliver an appraisal at least six months prior to the beginning of the 2015 calendar year but failed to deliver such appraisal. An appraisal is currently being obtained and upon completion of the appraisal, the gross minimum annual rent will be adjusted retroactively. · Under the Sugar Land Ground Lease, Borrower is required to deliver annual audited financial reports for the Marriott Sugar Land hotel and conference center. Borrower does not provide such annual audited reports but does provide unaudited financial reports for the Marriott Sugar Land. The ground lessor has indicated in the estoppel delivered in connection with the closing of the Loan that it has been provided with acceptable unaudited financial information.  Pursuant to Section 15.1 hereof, Borrower and Guarantor will be liable for loss recourse in the event Lender suffers any loss because of Borrower’s failure to deliver audited financial statements as required by the Sugar Land Ground Lease. Section 4.44(d) · The Portsmouth Ground Lease imposes certain restrictions on assignments of the applicable Mortgage Borrower’s interest in the Portsmouth Ground Lease to entities that are neither Lender (including its successors and assigns (including the trustee of a REMIC Trust)) nor affiliates of Lender (including its successors and assigns (including the trustee of a REMIC Trust)), provided that no consent of the lessor will be needed if such transferee is a “Leasehold Mortgagee” (as such term is defined in the Portsmouth Ground Lease) or satisfies the following conditions: (i) has demonstrated experience in managing and operating conference centers, either free-standing or in conjunction with the management and operation of hotels, or in managing or operating hotels a substantial business of which involves the provision of conference facilities; and (ii) among other things, (a) has a verifiable net worth of not less than 10% of the then replacement cost of the Hotel (as defined in the Portsmouth Ground Lease); (b) is approved by the applicable Franchisor under the related Franchise Agreement and by each Leasehold Mortgagee (as defined in the Portsmouth Ground Lease) (if contractually required); (c) has not, and whose officers, directors, partners or principals have not, been convicted of a felony and is known to have not engaged in criminal activity or other activity involving moral turpitude (including an affiliate of such entity); (d) does not, as its primary business, own, lease or operate any casino or gambling facility (including an affiliate of such entity); and (e) does not own or operate a distillery, winery or brewery or distributorship of alcoholic beverages if such leasing ownership or operation might reasonably impair the ability of the tenant under the Portsmouth Ground Lease or its affiliates to obtain or retain alcoholic beverage licenses for the Hotel (as defined in the Portsmouth Ground Lease) or the Conference Center (as defined in the Portsmouth Ground Lease). 20735538.3.BUSINESS · The San Antonio Ground Lease permits assignment of the San Antonio Ground Lease by ground tenant, provided that the prior written approval of the ground lessor is obtained which approval will not be unreasonably withheld. The approval of the ground lessor can only be given pursuant to an ordinance enacted by the City Council. Note: The San Antonio Ground Lease covers two (2) small buildings (one 6,598 sq feet, and the other 4,200 square feet) that are not part of the hotel. In the appraisal delivered to Lender on or prior to the Closing Date, no value was Section 4.44(e) · Under the Austin Ground Lease, the ground lessor is not required to obtain Lender’s consent to terminate the Austin Ground Lease in the event of the following: (i) demolition, destruction or condemnation of all or a substantial portion of the parking garage or the building, where (a) ground lessor does not have finances to restore following such casualty or condemnation or (b) ground lessor deems it not economically desirable to restore following such casualty or condemnation, or (ii) if the Skybridge Agreement (as defined in the Austin Ground Lease), the Sabine Deed (as defined in the Austin Ground Lease), Waller Deed (as defined in the Austin Ground Lease) or Easement Agreement (as defined in the Austin Ground Lease) becomes invalid or unenforceable by judicial determination. · The Wind Watch Ground Lease requires that notice of default be sent to the mortgage lender, and contemplates mortgage lender consent for terminations, but does not extend either of these protections to the mezzanine lender.  Note, termination of the Wind Watch Ground Lease in violation of the Loan Documents will trigger recourse liability pursuant to Section 15.1 hereto. · Under the San Antonio Ground Lease the ground lessor is not required to give notice of any default by Mortgage Borrower to Lender. The San Antonio Ground Lease does not contain any provisions requiring Lender consent prior to the termination of the San Antonio Ground Lease. Note: Termination of the San Antonio Ground Lease in violation of the Loan Documents will trigger recourse liability pursuant to Section 15.1 of this Agreement. The San Antonio Ground Lease covers two (2) small buildings (one 6,598 sq feet, and the other 4,200 square feet) that are not part of the hotel. In the appraisal delivered to Lender on or prior to the Closing Date, no value was attributed to the Ground Leased Property covered by the San Antonio Ground Lease. Section 4.44(f) · There are no provisions in the San Antonio Ground Lease permitting Lender an opportunity to cure any default under the San Antonio Ground Lease before the ground lessor may terminate the San Antonio Ground Lease. Note: Termination of the San Antonio Ground Lease in violation of the Loan Documents will trigger recourse liability pursuant to Section 15.1 of this Agreement. The San Antonio 4,200 square feet) that are not part of the hotel. In the appraisal 20735538.3.BUSINESS delivered to Lender on or prior to the Closing Date, no value was attributed to the Ground Leased Property covered by the San Antonio Ground Lease. · The Wind Watch Ground Lease provides the mortgage lender with an opportunity to cure defaults, but does not extend that protection to the mezzanine lender. Section 4.44(g) · San Antonio Ground Lease, which expires in 2028. Note: The San Antonio Ground Section 4.44(h) · Under the Austin Ground Lease, the ground lessor is not required to enter into a new lease with Lender in the event the Austin Ground Lease is terminated because of: (i) a demolition, destruction or condemnation of all or a substantial have the finances to restore following such casualty or condemnation or (b) ground lessor deems it not economically desirable to restore following such casualty or condemnation, or (ii) if the Skybridge Agreement (as defined in the Waller Deed (as defined in the Austin Ground Lease) or Easement Agreement (as defined in the Austin Ground Lease) becomes invalid or unenforceable by judicial determination. · There are no provisions in the San Antonio Ground Lease requiring lessor to enter into a new lease with Lender upon termination of the San Antonio Ground Lease: The San Antonio Ground Lease covers two (2) small buildings (one 6,598 sq attributed to the Ground Leased Property covered by the San Antonio Ground Lease. · Under the Wind Watch Hauppauge Ground Lease (which Ground Lease only covers a portion of the parking that is not necessary for zoning), the ground lessor is required to enter into a new lease with Lender upon the termination of the Wind Watch Hauppauge Ground Lease by the ground lessor as a result of a default by Borrower under the Wind Watch Hauppauge Ground Lease but is not required to enter into a new lease with Lender in the event the Wind Watch Hauppauge Ground Lease is terminated because of a rejection of the same in a bankruptcy proceeding. Note: The Wind Watch Hauppauge Ground Lease prohibits the ground lessor from accepting a mutual termination or surrender of the Wind Watch Hauppauge Ground Lease without Lender’s consent while the Loan is outstanding.  Also termination of the Wind Watch Hauppauge Ground Lease in violation of the Loan Documents will trigger recourse liability pursuant to Section 15.1 of this Agreement. 20735538.3.BUSINESS Section 4.44(i) · The Portsmouth Ground Lease requires that the net proceeds of all insurance proceeds, condemnation and similar awards be held in trust and used for the purposes and distributed in accordance with the provisions of the Portsmouth Ground Lease and the Portsmouth Condominium Documents. The Portsmouth Ground Lease and the Portsmouth Condominium Documents generally require that the net proceeds be used to repair and reconstruct the improvements on the Ground Leased Property covered by the Portsmouth Ground Lease. · The Sugar Land Ground Lease generally requires that the net proceeds of all insurance proceeds, condemnation and similar awards be used to repair and reconstruct the improvements on the Ground Leased Property covered by the Sugar Land Ground Lease.   20735538.3.BUSINESS SCHEDULE 4.46 Condominium Representation Exceptions Section 4.46(c) · With respect to the Sugar Land Town Square Parking Condominium, the related Condominium Board maintains reserves for capital projects and budget shortfalls due to catastrophic and unplanned expenditures, in each case as approved from time to time by the related Condominium Board. · With respect to the Sugar Land Town Square Condominium, the related Condominium Board maintains reserves for capital projects and budget shortfalls due to catastrophic and unplanned expenditures, in each case as approved from time to time by the related Condominium Board. · With respect to the First Colony Condominium, the related Condominium Board maintains reserves for capital projects and budget shortfalls due to Section 4.46(d) · With respect to each Individual Property that is governed by a Franchise Agreement with Marriott or its Affiliates, the related Franchisor has a right of first refusal to approve a transfer of a controlling interest in franchisee and, in connection with any transfer of the hotel or any equity interests in franchisee to a competing brand, such Franchisor has a right of first refusal to purchase the hotel itself or to terminate the related Franchise Agreement. Please note that pursuant to the comfort letter executed by such Franchisor and delivered to Lender in connection with the closing of the Loan, the foregoing rights of first refusal of Franchisor were subordinated to the Loan and will remain subordinate to the Loan so long as the Pledge Agreement remains in effect, the Loan is in compliance with the requirements pertaining to financings in the applicable Franchise Agreement and Lender is a bona fide lender and not a competitor. Mezzanine foreclosures are permitted under the comfort letter executed by such Franchisor and delivered to Lender in connection with the closing of the Loan, provided that if the foreclosing Lender desires to keep the Franchise Agreement in place, it must provide evidence to the Franchisor that such entity is not a competitor and complies with certain OFAC and anti-money laundering tests. · With respect to the Individual Property commonly known as Portsmouth Renaissance Hotel and Waterfront Conference Center and located in Portsmouth, Virginia, the related Franchisor has a right of first refusal to approve a transfer of a controlling interest in franchisee and, in connection with any transfer of the hotel or any equity interests in franchisee to a competing brand, such Franchisor has a right of first refusal to purchase the 20735538.3.BUSINESS hotel itself or to terminate the related Franchise Agreement. Please note that pursuant to the comfort letter executed by such Franchisor and delivered to Lender in connection with the closing of the Loan, the foregoing rights of first refusal of Franchisor were subordinated to the Loan and will remain subordinate to the Loan so long as the applicable Mortgage remains validly recorded, the Loan is in compliance with the requirements pertaining to financings in the laundering tests. · With respect to the Individual Property commonly known as (a) Courtyard Gaithersburg and located in Gaithersburg, Maryland and (b) Courtyard Boston Tremont and located in Boston, Massachusetts, the related Manager has a right of first offer to purchase the hotel in the event that the owner decides to sell or lease such Individual Property. The foregoing right of Manager does not apply to any exercise of Lender’s remedies. · Pursuant to that certain Right of First Offer Agreement between Ashford Hospitality Trust, Inc. (“Ashford Trust”) and Ashford Hospitality Prime, Inc. (“Ashford Prime”), Ashford Trust grants to Ashford Prime a right of first offer in certain assets and Ashford Prime grants to Ashford Trust a right of first offer in certain portfolio assets, which include the Ritz-Carlton Atlanta, Courtyard Boston, The Churchill and The Melrose. The rights of first offer do not apply to a transfer of the direct or indirect equity interest in the owner of an asset to a lender and shall not apply to any transfer of an asset of equity interest by foreclosure or deed in lieu of foreclosure pursuant to a mortgage, pledge or security agreement. Furthermore, the rights of first offer are subordinate to any other right to purchase in favor of a third party, including, a franchisor or manager. Section 4.46(e) Condominium Board Members Appointed by Borrower Portsmouth Condominium · Doug Smolinski · Doug Smolinski Sugar Land Condominium Sugar Land Hotel and Conference Center Condominium · Jennifer Hannson · Jennifer Hannson 20735538.3.BUSINESS · Jennifer Hannson · Jennifer Hannson Sugar Land Town Square Condominium · Jennifer Hannson Gaithersburg Condominium Washingtonian Waterfront Condominium · Doug Smolinski · Mitch Roberts 20735538.3.BUSINESS SCHEDULE 5.25 Hilton Garden Inn Austin Quality Assurance Inspection Repairs Report [See Attached] 20735538.3.BUSINESS

Exhibit 10.5   NORTH BAY TRAIL, LLC •  12888 N. BAY TRAIL •  SIDE LAKE, MN 55781   December 24, 2004   Reptron Manufacturing Services Attn: Paul Plante, CEO 13750 Reptron Blvd Tampa, FL 33626   Ref:   Reptron Manufacturing Services (Hibbing)     3125 14th Avenue East     Hibbing, MN 55746     Lease – Longyear Building (11346 Hwy 37•  ( Hibbing, MN 55746)     Original Lease to End 12/31/05     $6,500.00/month   It has been our intent since April 2003 to limit/end Reptron’s expenses for the above reference building as we have consolidated the operations to the main campus in the Industrial Park. The lower level of business, incorporation of Lean Manufacturing and our aggressive approach to cost reduction is the reason Reptron/North Bay Trail, LLC agree to terminate this lease and end this expense for Reptron Manufacturing Services.   Unfortunately a Buyer is difficult to find at this time, with several interested such as Hibbing Van and Storage, Range Cornice and various opportunities worked by the Hibbing EDS.   I am in the process of Leasing the building with an option to buy ending 12/31/06 at a monthly lease of $5,000.00/month.   North Bay Trail, LLC will terminate the lease with Reptron for the following fee:   February – December 2005 $6,500.00 - $5,000.00 = $1,500.00 x 11 = $16,500.00 *Reptron will have the use of the adjacent building through 6/30/05 for equipment/material storage. *Reptron will be responsible for the utilities for that building while using.   For 2005, Reptron’s costs would have been:   Lease                                                                                               $6,500.00 x 11    $ 71,500.00 Taxes    $ 12,000.00 Utilities, heat, AC, etc    $ 13,200.00 Insurance (property and liability)      Paid by Reptron General Maintenance, mowing, snow plowing,        Security, etc. (estimated 40 hrs/mo x $30.00/hyr)    $ 14,440.00           $ 111,100.00        16,500.00      Total savings for 2005    $ 94,600.00   Savings 2006 beyond $117,600.00/per year.   Please see attached. If you have any questions or changes, please let me know.   NORTH BAY TRAIL, LLC /s/ Bonnie Fena    1/10/2005   Approved and accepted by REPTRON MANUFACTURING SERVICES /s/ Paul Plante, CEO    1/15/2005

Name: Commission Regulation (EC) No 1761/2003 of 7 October 2003 derogating from Regulation (EC) No 2461/1999 for the 2003/04 marketing year as regards the use of land set aside in certain Member States Type: Regulation Subject Matter: deterioration of the environment; cultivation of agricultural land; European Union law; agricultural activity Date Published: nan Avis juridique important|32003R1761Commission Regulation (EC) No 1761/2003 of 7 October 2003 derogating from Regulation (EC) No 2461/1999 for the 2003/04 marketing year as regards the use of land set aside in certain Member States Official Journal L 254 , 08/10/2003 P. 0003 - 0003Commission Regulation (EC) No 1761/2003of 7 October 2003derogating from Regulation (EC) No 2461/1999 for the 2003/04 marketing year as regards the use of land set aside in certain Member StatesTHE COMMISSION OF THE EUROPEAN COMMUNITIES,Having regard to the Treaty establishing the European Community,Having regard to Council Regulation (EC) No 1251/1999 of 17 May 1999 establishing a support system for producers of certain arable crops(1), as last amended by Regulation (EC) No 1038/2001(2), and in particular Article 9 thereof,Whereas:(1) The second subparagraph of Article 7 of Commission Regulation (EC) No 2461/1999(3), as last amended by Regulation (EC) No 345/2002(4), provides that where the land covered by contracts is reduced as a result of their amendments or where contracts are terminated, in order to maintain their rights to payments, applicants are required to set aside the land in question once more and abstain from selling, transferring or using raw materials grown on the land struck out of the contracts. Under the sixth subparagraph of Article 3(4) of that Regulation, that provision applies mutatis mutandis where the contract is replaced by a declaration.(2) As a result of the extreme drought that has affected certain regions of the Community for some months, the Commission adopted Regulations (EC) No 1360/2003(5) and (EC) No 1408/2003(6) authorising farmers, exceptionally, to use land declared as set aside in the regions affected for animal feed during the 2003/04 marketing year.(3) In view of the continuing difficulties in obtaining animal feed in the regions affected by the drought, a derogation should also be provided for to allow the use of the raw material grown on land declared as set aside under Regulation (EC) No 2461/1999. Since that derogation complements the derogation provided for in Regulation (EC) No 1408/2003, it should apply from the same date.(4) The measures provided for in this Regulation are in accordance with the opinion of the Management Committee for Cereals,HAS ADOPTED THIS REGULATION:Article 11. By way of derogation from point (b) of the second subparagraph of Article 7 of Regulation (EC) No 2461/1999, applicants in a region recognised as affected by drought under Regulations (EC) No 1360/2003 and (EC) No 1408/2003, who have been authorised by the competent authority to amend or terminate their contract or the declaration referred to in Article 3(4) of Regulation (EC) No 2461/1999 may use the raw material harvested on the land concerned for animal feed during the 2003/04 marketing year.2. The Member States concerned shall take all necessary measures to ensure that the raw materials referred to in paragraph 1 are not used for lucrative purposes.Article 2This Regulation shall enter into force on the day of its publication in the Official Journal of the European Union.It shall apply from 18 July 2003.This Regulation shall be binding in its entirety and directly applicable in all Member States.Done at Brussels, 7 October 2003.For the CommissionFranz FischlerMember of the Commission(1) OJ L 160, 26.6.1999, p. 1.(2) OJ L 145, 31.5.2001, p. 16.(3) OJ L 299, 20.11.1999, p. 16.(4) OJ L 55, 26.2.2002, p. 10.(5) OJ L 194, 1.8.2003, p. 35.(6) OJ L 201, 8.8.2003, p. 5.

Name: Commission Regulation (EEC) No 3172/85 of 13 November 1985 fixing the import levies on white sugar and raw sugar Type: Regulation Date Published: nan

Exhibit 10.1   Execution Version       CREDIT AGREEMENT   dated as of   November 15, 2012   among   SANCHEZ ENERGY CORPORATION,   SEP HOLDINGS III, LLC   and   SN MARQUIS LLC, as Borrowers,   as Administrative Agent, Sole Lead Arranger and Sole Book Runner   and   THE LENDERS PARTY HERETO         TABLE OF CONTENTS   1 Section 1.01 Terms Defined Above 1 Section 1.02 Certain Defined Terms 1 Section 1.03 27 Section 1.04 27 Section 1.05 27       ARTICLE II The Credits 28 Section 2.01 Commitments 28 Section 2.02 Loans and Borrowings 28 Section 2.03 Requests for Borrowings 29 Section 2.04 Interest Elections 30 Section 2.05 Funding of Borrowings 31 Section 2.06 Changes in the Aggregate Maximum Credit Amounts 32 Section 2.07 Borrowing Base 32 Section 2.08 Letters of Credit 35       39 Section 3.01 Repayment of Loans 39 Section 3.02 Interest 39 Section 3.03 Alternate Rate of Interest 40 Section 3.04 Prepayments 41 Section 3.05 Fees 42       43 Section 4.01 43 Section 4.02 Presumption of Payment by the Borrowers 45 Section 4.03 45 Section 4.04 Disposition of Proceeds 45       ARTICLE V Increased Costs; Break Funding Payments; Taxes; Illegality; Defaulting Lenders 46 Section 5.01 Increased Costs 46 Section 5.02 Break Funding Payments 47 Section 5.03 Taxes 47 Section 5.04 Mitigation Obligations 50 Section 5.05 Illegality 51 Section 5.06 Defaulting Lenders 51       ARTICLE VI Conditions Precedent 53 Section 6.01 Conditions to Effectiveness 53 Section 6.02 Each Credit Event 55       56 Section 7.01 Organization; Powers 56   i   Section 7.02 Authority; Enforceability 56 Section 7.03 Approvals; No Conflicts 56 Section 7.04 57 Section 7.05 Litigation 57 Section 7.06 Environmental Matters 57 Section 7.07 58 Section 7.08 Investment Company Act 59 Section 7.09 Taxes 59 Section 7.10 ERISA 59 Section 7.11 59 Section 7.12 Insurance 60 Section 7.13 Restriction on Liens 60 Section 7.14 Subsidiaries 60 Section 7.15 60 Section 7.16 61 Section 7.17 Maintenance of Properties 62 Section 7.18 Gas Imbalances, Prepayments 62 Section 7.19 Marketing of Production 62 Section 7.20 Swap Agreements 63 Section 7.21 63 Section 7.22 Solvency 63 Section 7.23 Foreign Corrupt Practices 63 Section 7.24 Money Laundering 63 Section 7.25 OFAC 64 Section 7.26 Purchaser of Production 64       ARTICLE VIII Affirmative Covenants 64 Section 8.01 64 Section 8.02 Notices of Material Events 66 Section 8.03 67 Section 8.04 Payment of Obligations 67 Section 8.05 67 Section 8.06 67 Section 8.07 Insurance 68 Section 8.08 69 Section 8.09 Compliance with Laws 69 Section 8.10 Environmental Matters 69 Section 8.11 Further Assurances 70 Section 8.12 Reserve Reports 70 Section 8.13 Title Information 71 Section 8.14 Additional Collateral 72 Section 8.15 ERISA Compliance 73 Section 8.16 New Subsidiary Requirements 73       ARTICLE IX Negative Covenants 73 Section 9.01 Financial Covenants 74 Section 9.02 Debt 74   ii   Section 9.03 Liens 75 Section 9.04 75 Section 9.05 76 Section 9.06 77 Section 9.07 Limitation on Leases 77 Section 9.08 77 Section 9.09 77 Section 9.10 Mergers, Etc. 78 Section 9.11 Sale of Assets 78 Section 9.12 Environmental Matters 79 Section 9.13 Transactions with Affiliates 79 Section 9.14 Subsidiaries 79 Section 9.15 79 Section 9.16 80 Section 9.17 Swap Agreements 80 Section 9.18 Sale and Leaseback Transactions 81 Section 9.19 ERISA 81 Section 9.20 Change in Business 82       82 Section 10.01 Events of Default 82 Section 10.02 Remedies 84       85 Section 11.01 Appointment; Powers 85 Section 11.02 85 Section 11.03 Action by Administrative Agent 86 Section 11.04 Reliance by Administrative Agent 87 Section 11.05 Subagents 87 Section 11.06 87 Section 11.07 Administrative Agent as Lender 88 Section 11.08 No Reliance 88 Section 11.09 89 Section 11.10 89       ARTICLE XII Miscellaneous 90 Section 12.01 Notices 90 Section 12.02 Waivers; Amendments 91 Section 12.03 92 Section 12.04 Successors and Assigns 94 Section 12.05 97 Section 12.06 98 Section 12.07 Severability 98 Section 12.08 Right of Setoff 98 Section 12.09 99 Section 12.10 Headings 100   iii   Section 12.11 Confidentiality 100 Section 12.12 EXCULPATION PROVISIONS 101 Section 12.13 No Third Party Beneficiaries 101 Section 12.14 102 Section 12.15 US Patriot Act Notice 102 Section 12.16 Interest Rate Limitation 102 Section 12.17 Intercreditor Agreement 103 Section 12.18 Termination and Release 103   Annex 1     Exhibit A Form of Note Exhibit B Form of Borrowing Request Exhibit C Exhibit D Form of Compliance Certificate Exhibit E Exhibit F Exhibit G Form of Guaranty Exhibit H Form of Joinder     Schedule 7.01 Corporate Organizational Chart Schedule 7.05 Litigation Schedule 7.14 Subsidiaries Schedule 7.16 Title Exceptions to Properties Schedule 7.18 Gas Imbalances Schedule 7.19 Marketing Contracts Schedule 7.20 Swap Agreements Schedule 7.26 Purchasers of Production Schedule 9.02 Existing Debt Schedule 9.03 Liens Schedule 9.05 Investments Schedule 9.17 Existing Shell Swap Agreements   iv   This Credit Agreement, dated as of November 15, 2012, is among SANCHEZ ENERGY CORPORATION, a Delaware corporation (“Sanchez”), SEP HOLDINGS III, LLC, a Delaware limited liability company (“SEP”) and SN MARQUIS LLC, a Delaware limited liability company (“SN Marquis”, together with Sanchez and SEP, hereinafter collectively called the “Borrowers”, and each individually “Co-Borrower”), each of the Lenders from time to time party hereto, CAPITAL ONE, NATIONAL ASSOCIATION (in its individual capacity, “Capital One”), as     A.            The Borrowers have requested that the Lenders and the Issuing Bank provide certain loans to and extensions of credit on behalf of the Borrowers.   credit subject to the terms and conditions of this Agreement.     ARTICLE I   DEFINITIONS AND ACCOUNTING MATTERS     above.     below:           “Advancing Fees” has the meaning given such term in the Fee Letter.         pursuant to Section 2.06.  The initial Aggregate Maximum Credit Amount of the Lenders is $250,000,000.     purposes of determining the Alternate Base Rate for any day, the Adjusted LIBO Rate for such day shall be based on the rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which dollar deposits of $5,000,000 with a one month maturity are offered by the principal London office of the Administrative Agent in the London interbank market).  Any change in the Alternate Base Rate due to a Prime Rate, the Federal Funds Effective Rate and the LIBO Rate, respectively.   “Annualized Consolidated EBITDA” means, for the purposes of calculating the financial ratios set forth in Section 9.01(b), Section 9.01(c), and Section 9.01(d):   (i)            for the Rolling Period ending on September 30, 2012, the Consolidated EBITDA for such Rolling Period multiplied by 4;   (ii)           for the Rolling Period ending on December 31, 2012, the Consolidated EBITDA for such Rolling Period multiplied by 2; and   (iii)          for the Rolling Period ending on March 31, 2013, the Consolidated EBITDA for such Rolling Period multiplied by 4/3.   “Annualized Consolidated Net Interest Expense” means, for the purposes of calculating the financial ratio set forth in Section 9.01(b):   Consolidated Net Interest Expense for such Rolling Period multiplied by 4;   Consolidated Net Interest Expense for such Rolling Period multiplied by 2; and   2   Net Interest Expense for such Rolling Period multiplied by 4/3.     Borrowing Base Utilization Grid   Borrowing Base Utilization Percentage   <50%     >75%   ABR Loans   1.50 % 1.75 % 2.00 % Eurodollar Loans   2.50 % 2.75 % 3.00 % Commitment Fee Rate   0.75 % 0.50 % 0.375 %   time the Borrowers fail to deliver a Reserve Report pursuant to Section 8.12(a), the Borrowing Base Utilization Percentage is at its highest level; provided further that the Applicable Margin shall be the Applicable Margin determined without regard to the preceding proviso upon the Borrowers’ delivery of such Reserve Report.   Amount as such percentage is set forth on Annex I or in an Assignment and Assumption Agreement, as the case may be.   “Approved Counterparty” means any Person who at the time a Swap Agreement was entered into was (a) any Lender, any Affiliate of a Lender or any Lender’s Swap Designee, or (b) Shell Energy North America (US), L.P. or any other Person whose issuer rating or long term senior unsecured debt rating at the time of entry are guaranteed by an Affiliate of such Person meeting such rating standards) and who is acceptable to Administrative Agent in its sole discretion; provided, the obligations and liabilities owed by a Co-Borrower or a Restricted Subsidiary to any Person designed as an “Approved Counterparty” under this clause (b) shall be unsecured and any agreement documenting such obligations and liabilities shall not require the posting of any collateral or provide for margin calls.   advisor.   “Approved Petroleum Engineers” means Ryder Scott Company or any other independent petroleum engineer proposed by the Borrowers and approved by the Administrative Agent.   3       any Co-Borrower or its Subsidiary by a Lender or any of its Affiliates: (a) cash management services including but without limitation any services provided in information reporting, lockbox and stop payment services; (b) commercial credit card and merchant card services; and (c) leases and other banking products or services as may be requested by any Co-Borrower or its Subsidiary, other than Letters of Credit.   correlative meanings.       corporation;   (b)           with respect to a partnership, the board of directors or body serving similar function of the general partner of the partnership;     “Borrowers” has the meaning given in the introductory paragraph.     pursuant to Section 8.13(c) or Section 9.11.  The initial Borrowing Base is $27,500,000.   “Borrowing Base Deficiency” has the meaning assigned to such term in Section 3.04(c)(iii)   4       into, or the Interest Period for, a Eurodollar Loan or a notice by the Borrowers     “Capital One” has the meaning given it the introductory paragraph.   similar proceeding of, any Property of the Borrowers or any of their Subsidiaries having a fair market value in excess of $5,000,000.     (including Equity Interest) of a Co- Borrower and its Subsidiaries taken as a Act);   of a Co-Borrower;   “person” or “group” (as that term is used in Section 13(d)(3) of the Exchange Act), other than one or more members of the Sanchez Group, becomes the Beneficial Owner, directly or indirectly, of more than twenty percent (20%) of the Equity Interest of a Co-Borrower other than, with respect to a merger or consolidation, a transaction in which the Equity Interest of such Co-Borrower for Equity Interest (other than Disqualified Capital Stock) of the surviving or transferee   5   Person (or any parent thereof) constituting a majority of the outstanding shares, units or the like, of such Equity Interest of such surviving or such transaction; or   (d)           Antonio R. Sanchez, III, ceases, for any reason, to be the chief executive officer of Sanchez and Sanchez fails, within ninety (90) days thereof, to retain and hire a replacement reasonably acceptable to the Required Lenders.       “Co-Borrower” has the meaning given in the introductory paragraph.     “Collateral” means collectively, Property which is pledged to secure Debt pursuant to one or more Security Instruments.   pursuant to assignments by or to such Lender pursuant to Section 12.04(b), and of (i) such Lender’s Maximum Credit Amount and (ii) such Lender’s Applicable Percentage of the then effective Borrowing Base.  The aggregate of the Commitments on the Effective Date is $250,000,000.   6   Margin”.   Consolidated Net Income for such period, plus the following, without duplication and to the extent deducted (and not added back) in calculating such Consolidated Net Income:   (a)           Consolidated Net Interest Expense;   (b)           Consolidated Income Tax Expense;   (c)           consolidated depletion and depreciation expense of the Borrowers and their Restricted Subsidiaries;   (d)           other non-cash charges to the extent not included in the foregoing clauses (a)-(c);   and minus all non-cash income to the extent included in determining Consolidated Net Income.   provision for federal, state, local and foreign taxes (including state franchise taxes) based on income of the Borrowers and their Restricted Subsidiaries for such period as determined in accordance with GAAP, or (for any period in which a Co-Borrower is a partnership or limited liability company) the Tax Amount for such period.   of the Borrowers and their consolidated Subsidiaries determined in accordance with GAAP and before any reduction in respect of preferred stock dividends of such Person, less (for any period a Co-Borrower is a partnership or limited liability company) the Tax Amount for such period; provided, however, that there will not be included (to the extent otherwise included therein) in such Consolidated Net Income:   (a)           any net income (loss) of any Person (other than the Borrowers) if   (i)            subject to the limitations contained in clauses (c) and (d) below, the Borrowers’ equity in the net income of any such Person for such Borrowers or a Restricted Subsidiary as a dividend or other distribution Subsidiary, to the limitations contained in clause (b) below); and   (ii)           the Borrowers’ equity in a net loss of any such Person for such extent such loss has been funded with cash from the Borrowers or a Restricted   7   (b)           any net income (but not loss) of any Restricted Subsidiary if such or indirectly, to the Borrowers, except that:   (i)            subject to the limitations contained in clauses (c), (d) and (e) below, the Borrowers’ equity in the net income of any such Restricted Restricted Subsidiary during such period to the Borrowers or another Restricted   (ii)           the Borrowers’ equity in a net loss of any such Restricted Subsidiary for such period will be included in determining such Consolidated Net Income;   (c)           any gain (loss) realized upon the sale or other disposition of any property, plant or equipment of any Co-Borrower or its consolidated Subsidiaries which is not sold or otherwise disposed of in the ordinary course of business and any gain (loss) realized upon the sale or other disposition of any Equity Interest of any Person;   (d)           any extraordinary or nonrecurring gains or losses or nonrecurring other income or expenses, together with any related provision for taxes (and, without duplication, any Restricted Payment for taxes permitted in Section 9.04) on such gains or losses or other income or expenses and all related fees and expenses;     (f)            any asset impairment write-downs, including ceiling test writedowns, on oil and gas properties under GAAP or SEC guidelines;   (g)           any unrealized non-cash gains or losses or charges in respect of obligations under Swap Agreements (including those resulting from the Codification (ASC) 815);   (h)           income or loss attributable to discontinued operations (including,   (i)            all deferred financing costs written off, and premiums paid, in connection with any early extinguishment of Debt;   (j)            any depreciation, depletion and amortization expense in excess of capital expenditures; and   8   (k)           any non-cash compensation charge arising from any grant of stock, stock options or other equity based awards.   “Consolidated Net Interest Expense” means, for any period, the total consolidated interest expense of the Borrowers and their Restricted to the extent not included in such interest expense and without duplication:   (a)           interest expense for such period attributable to Capital Lease Obligations and the interest component of any deferred payment obligations;   (b)           amortization of debt discount and debt issuance cost (provided that any amortization of bond premium will be credited to reduce Consolidated Net Interest Expense unless, pursuant to GAAP, such amortization of bond premium has otherwise reduced Consolidated Net Interest Expense);       (e)           the interest expense on Debt of another Person that is guaranteed by a Co-Borrower or one of its Restricted Subsidiaries or secured by a lien on assets of a Co-Borrower or one of its Restricted Subsidiaries, to the extent such guarantee becomes payable or such lien becomes subject to foreclosure;   (f)            costs associated with interest rate obligations under Swap Agreements (including amortization of fees); provided, however, that if such interest rate obligations under Swap Agreements result in net benefits rather than costs, such benefits shall be credited to reduce Consolidated Net Interest Consolidated Net Income;   (g)           the consolidated interest expense of the Borrowers and their   (h)           all dividends paid or payable in cash, cash equivalents or Debt or dividends accrued during such period on any series of Disqualified Capital Stock of the Borrowers;   and minus, consolidated interest income and, to the extent included above, write-off of deferred financing costs (and interest) attributable to Dollar-Denominated Production Payments.       9   meanings correlative thereto.   time.   accounts payable incurred in the ordinary course of business with respect to which no more than 90 days have elapsed since the date of invoice; (d) all Capital Lease Obligations; (e) all obligations under Synthetic Leases; (f) all position or covenants of others or to purchase the Debt or Property of others, in each case, intended as a means of credit enhancement for creditors of such others and not as a purchase and sale agreement; (i) obligations to deliver arrangements in the ordinary course of business; (j) any Debt of a partnership (k) Disqualified Capital Stock; (l) the undischarged balance of any production or indirectly received payment; and (m) any deferred put premiums owed under a Swap Agreement.  The Debt of any Person shall include all obligations of such not included as a liability of such Person under GAAP.  For the sake of clarity, except as provided in clause (m) of the first sentence of this definition, obligations under Swap Agreements shall not constitute Debt.     funded by it hereunder, (b) notified the Borrowers, the Administrative Agent, or   10   Agreement relating to its obligations to fund prospective Loans and purchase   exchangeable, in each case at the option of the holder thereof) or upon the               natural resources, in effect in any and all jurisdictions in which the Borrowers or any Subsidiary are conducting or at   11   any time has conducted business, or where any Property of the Borrowers or any Subsidiary is located, including without limitation, the Oil Pollution Act of release”) have the meanings specified in CERCLA, the terms “solid waste” and laws of the state or other jurisdiction in which any Property of the Borrowers or any Subsidiary are located establish a meaning for “oil,” “hazardous broader meaning shall apply with respect to Property located in such state or other jurisdiction.     Equity Interest.     that, together with a Co-Borrower or a Subsidiary is treated as a “single   Section 412 of 430 of the Code or Section 303 of ERISA; (c) the incurrence by any Co-Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (d) the receipt by any Co-Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any trustee to administer any Plan; (e) the   12   determination that any Plan is considered an “at risk” plan or a plan in endangered or critical status within the meaning of Section 430 of the Code or Section 303 of ERISA; (f) the incurrence by any Co-Borrower or any of its ERISA from any Plan or Multiemployer Plan; or (g) the receipt by any Co-Borrower or any Co-Borrower or any ERISA Affiliate of any notice, concerning the imposition of ERISA.       “Excepted Liens” means (a) Liens for Taxes, assessments or other governmental in accordance with GAAP; (b) Liens on pledges or deposits required in the have been maintained in accordance with GAAP; (d) contractual Liens that arise such Property is held by the Borrowers or any Subsidiary or materially impair Borrowers or any of their Subsidiaries to   13   provide collateral to the depository institution; (f) easements, rights-of-way, reservations in any Property of the Borrowers or any Subsidiary for the purpose facilities and equipment, which in the aggregate do not materially impair the Borrowers or any Subsidiary or materially impair the value of such Property ordinary course of business; (h) judgment and attachment Liens not giving rise and (i) Liens arising from UCC financing statement filings regarding operating leases entered into by any Co-Borrower and its Subsidiaries in the ordinary course of business covering only the Property under lease; provided, further that Liens described in clauses (a) through (e) shall remain Excepted Liens only     any similar tax imposed by any other jurisdiction in which a Co-Borrower is a request by the Borrowers under Section 5.04(b)), any withholding tax that is is attributable to such Foreign Lender’s failure to comply with Section 5.03(e), Section 5.03(a) or Section 5.03(c) and (d) any federal withholding Taxes imposed under FATCA.     14         “Fee Letter” means any letter agreement executed in connection herewith and/or with a syndication of this credit facility by the Borrowers and the Administrative Agent pertaining to certain fees payable to the Administrative Agent.   Financial Officer of each Co-Borrower.   “Financial Statements” means the financial statement or statements of Sanchez and its Consolidated Subsidiaries (including the other Co-Borrowers) referred to in Section 7.04(a).   “First Lien Collateral Agent” has the meaning assigned such term in Section 12.17.   jurisdiction.       Borrowers, any Subsidiary, any of their Properties, the Administrative Agent, the Issuing Bank or any Lender.   15     “Guaranty” means the Guaranty to be executed by the Guarantors, substantially in   “Guarantor” means all Restricted Subsidiaries of Borrowers.  As of the date hereof, there are no Guarantors.     “Hedge Exposure” means, at the time of determination, the amount that would be due, if any, by the Borrowers to a Secured Swap Provider upon termination of all transactions under a Swap Agreement with that Secured Swap Provider.           16   “Intercreditor Agreement” means that certain intercreditor agreement dated of even date herewith by and among Administrative Agent, Second Lien Lender and Borrowers.     Interest Period.   thereafter, as the Borrowers may elect; provided, that (a) if any Interest       “Investment” means, for any Person, any of the following: (a) the acquisition Interests of any other Person or any agreement to make any such acquisition short sale) or any capital contribution to any other Person; (b) the making of agreement, contingent or otherwise, to resell such Property to such Person); or   17   “Issuing Bank” means Capital One, in its capacity as the issuer of Letters of   “Joinder” means a Joinder to be executed in accordance with Section 8.16 Administrative Agent.   “LC Commitment” at any time means Ten Million Dollars ($10,000,000).   of Credit.     Assumption.   “Lender’s Swap Designee” means any Person designated by a Lender that does not itself have the capability to enter into Swap Agreements; provided such Person must (i) be acceptable to the Borrowers and (ii) enter into an intercreditor agreement with, and in form and content satisfactory to, Administrative Agent, providing for the sharing of collateral securing the Obligations.     submitted by the Borrowers, or entered into by the Borrowers, with the Issuing   Period, the rate appearing on Reuters BBA Libor Rates LIBOR01 (or on any and, in each case, for a maturity comparable to such Interest Period are offered Period.   18   exceptions or reservations.  For the purposes of this Agreement, each Co-Borrower and its Subsidiaries shall be deemed to be the owner of any Property   Agreements, the Letters of Credit, the Security Instruments, the Guaranties, the Intercreditor Agreement, the Undertaking to Pay Directly and all other agreements, instruments, documents and certificates, other than Swap Agreements, executed and delivered to the Administrative Agent or any Lender in connection   “Loan Parties” means the Borrowers and each Subsidiary that is a party to any Loan Document.   Agreement.   operations, Property or condition (financial or otherwise) of any Co-Borrower   “Material Indebtedness” means (a) the Second Lien Loan and (b) Debt (other than Agreements, of any one or more Co-Borrower and their Subsidiaries in an aggregate principal amount exceeding $1,000,000.00.  For purposes of determining Borrowers or any Subsidiary in respect of any Swap Agreement at any time shall Co-Borrower or such Subsidiary would be required to pay if such Swap Agreement   “Maturity Date” means November 16, 2015.   such Lender’s name on Annex I under the caption “Maximum Credit Amounts,” as the reduction or termination of the   19   Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), or (b) modified from time to time pursuant to any assignment permitted by Section 12.04(b).     “Mortgaged Property” means any Property owned by any Co-Borrower or any Restricted Subsidiary that is subject to the Liens existing and to exist under the terms of the Security Instruments.   herewith.       “Notes” means the promissory notes of the Borrowers described in thereof.     hereunder or under the other Loan Documents, (c) all obligations and liabilities of any Loan Party under any Swap Agreement between such Loan Party and any Person that, at the time such obligation was entered into, was a Lender or Affiliate of a Lender hereunder or a Lender’s Swap Designee, (d) the obligations of the Loan Parties relating to Bank Products, and (e) all other obligations and unmatured) of the Loan Parties to the Administrative Agent, the Issuer and the Lenders, including reimbursement obligations with respect to LC Disbursements, in each case now existing or hereafter incurred under, arising out of or in connection with any Loan Document, and to the extent that any of the foregoing   Interests; (f) all tenements,   20   hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to Hydrocarbon Interests and (g) all   “Operator” means Sanchez Oil & Gas Corporation, a Delaware corporation.           “Permitted Preferred Stock Distributions” means dividends to holders of the Preferred Stock to the extent described and provided for by that certain Certificate of Designations of 4.875% Convertible Perpetual Preferred Stock, Series A of Sanchez dated September 17, 2012.   or other entity.   or Section 302 of ERISA, and in respect of which a Co-Borrower or any ERISA   “Preferred Stock” means the shares of the series of Sanchez’ preferred stock, par value $0.01, issued pursuant to that certain Certificate of Designations of 4.875% Convertible Perpetual Preferred Stock, Series A of Sanchez dated   21   “Prime Rate” means the prime rate of interest published by the Wall Street Journal from time to time; each change in the Prime Rate shall be effective from and including the date such change is published as being effective.         Definitions.   thereto.         Person’s Affiliates.         oil and gas reserves attributable to the proved Oil   22   and Gas Properties of the Borrowers and the Restricted Subsidiaries, together to such production.   Responsible Officer herein shall mean a Responsible Officer of each Co-Borrower.   Interests in any Person or any option, warrant or other right to acquire any such Equity Interests in any Person.   Subsidiary or a Co-Borrower.   “Rolling Period” means (a) for the fiscal quarters ending prior to June 30, 2013, the period commencing on June 30, 2012 and ending on the last day of such fiscal quarter and (b) for the fiscal quarter ending on June 30, 2013, and for each fiscal quarter thereafter, the period of four consecutive fiscal quarters   rating agency.     “Sanchez Group” means (a) any member of the Sanchez Family, (b) the Operator, Sanchez Energy Partners I, LP and SEP Management I, LLC and (c) any Person Controlled by any one or more of the foregoing.       “Second Lien” has the meaning set forth in Section 9.03(b).   “Second Lien Lender” means Macquarie Bank Limited and any other Person party to the Second Lien Loan Documents as a lender.   23   “Second Lien Loan” means the second lien term loan made or to be made by the Second Lien Lender to Borrowers pursuant to the Second Lien Loan Documents.   “Second Lien Loan Documents” means all documents, instruments, and agreements now or hereafter executed and/or delivered by Borrowers in connection with the Second Lien Loan.   Governmental Authority.   “Secured Swap Provider” means any Lender, any Affiliate of a Lender or any Lender’s Swap Designee who has entered into a Swap Agreement with a Co-Borrower or its Subsidiaries pursuant to the terms of this Agreement.   “Security Agreement” means the Security and Pledge Agreement executed by Borrowers and the Guarantors of even date herewith.   “Security Instruments” means the mortgages, deeds of trust, security agreements, pledge agreements, deposit account control agreements, guaranty agreements and other agreements, instruments or certificates, and any and all other agreements, instruments, certificates or certificates now or hereafter executed and delivered by the Borrowers or any other Person (other than Swap Agreements or restated from time to time, including, without limitation, the Security Agreement, Mortgages and Transfer Letters.   “Senior Debt” means the sum of the principal balance of the Loans outstanding hereunder plus any deferred put premiums under all Swap Agreements.     percentage.   “Subsidiary” means of a Person means (a) a corporation, partnership, joint venture, limited liability company or other business entity of which at least a ordinary voting power to elect a majority of the   24   board of directors, managers or other governing body of such Person controlled by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries, and (b) any partnership of which such Person or any of its Subsidiaries is a general partner.  Unless otherwise indicated herein, each reference to the term “Subsidiary” shall mean a Subsidiary of any Co-Borrower.   agreement is entered into, and (b) any hedge position or hedging arrangement of the type described in the immediately preceding sentence shall be considered a Swap Agreement regardless of whether a written agreement or written confirmation is entered into.   (80%) of the residual value of the Property subject to such operating lease upon   “Tax Amount” means, for any period, the combined federal, state and local income taxes, including estimated taxes, that would be payable by the Borrowers if it were a Texas corporation filing separate tax returns with respect to its Taxable Income for such period; provided that in determining the Tax Amount, the effect thereon of any net operating loss carry-forwards or other carry-forwards or tax attributes, such as alternative minimum tax carry-forwards, that would have arisen if any Co-Borrower were a Texas corporation shall be taken into account; provided, further, that, if there is an adjustment in the amount of the Taxable Income for any period, an appropriate positive or negative adjustment shall be made in the Tax Amount, and if the Tax Amount is negative, then the Tax Amount for succeeding periods shall be reduced to take into account such negative amount until such negative amount is reduced to zero. Notwithstanding anything to the contrary, Tax Amount shall not include taxes resulting from a Co-Borrower’s reorganization as, or change in the status to, a corporation for tax purposes.   “Taxable Income” means, for any period, the taxable income or loss of the Borrowers for such period for U.S. federal income tax purposes.   25     termination of the commitments pursuant to Section 10.02(a).   “Transactions” means the execution, delivery and performance by any Co-Borrower or any Guarantor of this Agreement and each other Loan Document to which it is a of Letters of Credit hereunder, and the grant of Liens by the Borrowers on Instruments.   executed and delivered by the Borrowers or any Person executing and delivering a Mortgage.     of Texas, or, where applicable as to specific Property, any other relevant state.   “Undertaking to Pay Directly” means the Undertaking to Pay Directly executed by Operator in favor of the Administrative Agent of even date herewith.   “Unrestricted Subsidiary” means any Subsidiary of a Co-Borrower that is designated by the Board of Directors of such Co-Borrower as an Unrestricted   (1)           has no Debt other than Debt which is non-recourse to such Co-Borrower;   understanding with any Co-Borrower or any Restricted Subsidiary of such Co-Borrower unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to such Co-Borrower or such Restricted not Affiliates of such Co-Borrower;   (3)           is a Person with respect to which neither such Co-Borrower nor any   (4)           does not guarantee or otherwise directly or indirectly provide credit support for any Debt of such Co-Borrower or any of its Restricted Subsidiaries.   Any designation of a Subsidiary of a Co-Borrower as an Unrestricted Subsidiary and containing a   26   certification that such designation is in compliance with the terms of this definition.  If, at any time, any Unrestricted Subsidiary would fail to meet the such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of such Co-Borrower as of such date and any Lien of such Subsidiary will be deemed to be incurred as of such date and, if such Debt is not permitted to be incurred pursuant to Section 9.02 hereof, or such Lien is not permitted to be incurred as of such date pursuant to Section 9.03 hereof, then in either case, the Borrowers will be in default of such covenant.     applicable law), on a fully-diluted basis, are owned by a Co-Borrower or one or more of the Wholly-Owned Subsidiaries or by a Co-Borrower and one or more of the         27   in which the Borrowers’ independent certified public accountants concur and Section 8.01(a); provided that, unless the Borrowers and the Required Lenders   ARTICLE II   THE CREDITS   herein, each Lender agrees to make Loans to the Borrowers during the total Credit Exposures exceeding the total Commitments.  Within the foregoing       this Agreement.   Borrowing shall be in an aggregate amount that is not less than $250,000.  At aggregate amount that is not less than $250,000; provided that an ABR Borrowing Notwithstanding any other provision of this Agreement, the Borrowers shall not Date.   28   by a single promissory note.  In such event, the Borrowers shall prepare, such Lender in substantially the form of Exhibit A, dated, in the case of this Agreement, or (ii) any Lender that becomes a party hereto pursuant to an Assumption, payable to the order of such Lender in a principal amount equal to completed.  If any Lender’s Maximum Credit Amount increases or decreases for any Borrowers shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to the order of any Lender who requested a Note hereunder in a principal amount equal to its Maximum Credit completed, and such Lender agrees to promptly thereafter return the previously issued Note held by such Lender marked canceled or otherwise similarly defaced.  each Loan made by each Lender that receives a Note, and all payments made on attach a schedule shall not affect any Lender’s or the Borrowers’ rights or   Borrowers shall notify the Administrative Agent of such request by telephone or by written Borrowing Request in substantially the form of Exhibit B and signed by the Borrowers (a “written Borrowing Request”):  (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, Houston, Texas time, three Business Day before the date of the proposed Borrowing.  Each telephonic and written Borrowing Request shall be irrevocable and each telephonic Borrowing with Section 2.02:       Borrowing;     (v)           the amount equal to the lesser of the Aggregate Maximum Credit Amounts and the then effective Borrowing Base, the current total Credit Exposures (without regard   29   to the requested Borrowing) and the pro forma total Credit Exposures (giving   (vi)          the location and number of the Borrowers’ account to which funds   Base).  Promptly following receipt of a Borrowing Request in accordance with the requested Borrowing.     this Section 2.04.  The Borrowers may elect different options with respect to separate Borrowing.   Section 2.04, the Borrowers shall notify the Administrative Agent of such the form of Exhibit C and signed by the Borrowers (a “written Interest Election         30   Eurodollar Borrowing; and       resulting Borrowing.   Events of Default on Interest Election.  If the Borrowers fail to deliver a Period applicable thereto.     account of the Borrowers maintained with the Administrative Agent in Houston, Texas and designated by the Borrowers in the applicable Borrowing Request;   applicable Lender and each Co-Borrower severally agree to pay to the Administrative Agent forthwith on demand such   31     Section 2.06         Changes in the Aggregate Maximum Credit Amounts.   reduced to zero, then, at the option of the Administrative Agent, the reduction.  Notwithstanding the foregoing, the parties hereto hereby agree that this Agreement shall not be terminated until all Obligations are paid and performed in full.     (i)            The Borrowers may at any time terminate, or from time to time reduce, the Aggregate Maximum Credit Amounts; provided that (1) each reduction integral multiple of $1,000,000 and not less than $5,000,000 (or, if less than $1,000,000 or $5,000,000, the entire Aggregate Maximum Credit Amount) and (2) the Borrowers shall not terminate or reduce the Aggregate Maximum Credit Amounts if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 3.04(c), the total Credit Exposures would exceed the total Commitments.   by the Borrowers pursuant to this Section 2.06(b)(ii) shall be irrevocable.  Any permanent and may not be reinstated except pursuant to Section 2.06.  Each     the Borrowing Base shall be Twenty-Seven Million Five Hundred Thousand and No/100 Dollars ($27,500,000).  Notwithstanding the foregoing, the Borrowing Base Section 8.13(c) or Section 9.11.   32   Base shall become effective and applicable to the Borrowers, the Administrative Agent, the Issuing Bank and the Lenders on or before April 1st and October 1st of each year  beginning April 1, 2013 or, in each case, such date promptly thereafter as reasonably practicable based on the engineering and other information available to the Lenders).  In addition, the Borrowers may by the direction of the Required Lenders, by notifying the Borrowers thereof, each elect to cause the Borrowing Base to be redetermined twice between each Scheduled Redetermination (together with any redetermination described in the immediately following sentence, an “Interim Redetermination”) in accordance with this Section 2.07.  In addition to any Interim Redetermination described in the immediately preceding sentence, upon the occurrence of a sale of Oil and Gas Properties as described in Section 9.11(e)(4), the Administrative Agent or the Required Lenders may, by notifying the Borrowers thereof, elect to cause an additional redetermination of the Borrowing Base.     shall be effectuated as follows:  upon receipt by the Administrative Agent of (1) the Reserve Report and the certificate required to be delivered by the Borrowers, in the case of a Scheduled Redetermination, pursuant to pursuant to Section 8.12(b) and (c), and (2) such other reports, data and   (ii)           The Administrative Agent shall notify the Borrowers and the   Administrative Agent shall have received the Engineering Reports and other information required to be delivered by the Borrowers pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before the required to be delivered by the Borrowers pursuant to Section 8.12(a) and (c) in a timely and   33   complete Engineering Reports and other information from the Borrowers and have had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i), and in any event within fifteen (15) days and   required Engineering Reports.   the Lenders as provided in this Section 2.07(c)(iii) and any Proposed Borrowing shall (1) notify the Borrowers of the Proposed Borrowing Base and which Lenders have not approved or been deemed to have approved of the Proposed Borrowing Base and (2) poll the Lenders to ascertain the highest Borrowing Base then acceptable to a number of Lenders sufficient to constitute the Required Lenders for purposes of this Section 2.07 and, so long as such amount does not increase the   Section 2.07(c)(iii), the Administrative Agent shall notify the Borrowers and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing and applicable to the Borrowers, the Administrative Agent, each Issuing Bank and the Lenders:   such notice, or (2) if the   34   notice; and     adjustment to the Borrowing Base under Section 8.13(c) or Section 9.11, Borrowing Base Notice related thereto is received by the Borrowers.     the Borrowers may request the Issuing Bank to issue Letters of Credit in dollars   notice:  (i)requesting the issuance of a Letter of Credit or identifying the outstanding Letter of Credit to be amended, renewed or extended; (ii) specifying Day); (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with Section 2.08(c)); (iv) specifying the amount of such Letter of Credit; (v) specifying the name and address of the beneficiary thereof extend such Letter of Credit; and (vi) specifying the amount of the then effective Borrowing Base, the current total Credit Exposures (without regard to of an outstanding Letter of Credit) and the pro forma total Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit).  If requested by the Issuing Bank, the Borrowers shall submit a letter of credit application on the if (and with respect to each notice provided by the Borrowers above and any such issuance, amendment, renewal or extension (1) the LC Exposure shall not exceed the LC Commitment and (2) the total Credit Exposures shall not   35   exceed the total Commitments (i.e. the lesser of the Aggregate Maximum Credit   twenty (20) Business Days prior to the Maturity Date.   without any further action on the part of the Issuing Bank that issues such Letter of Credit or the Lenders, the Issuing Bank hereby grants to each Lender, made by the Issuing Bank and not reimbursed by the Borrowers on the date due as that its obligation to acquire participations pursuant to this Section 2.08(d)   following the date that such LC Disbursement is made, if the Borrowers shall have received notice of such LC Disbursement prior to 12:00 noon, Houston, Texas time, on the date such LC Disbursement is made, or, (ii) not later than 2:00 p.m., Houston, Texas time, on the second Business Day immediately following prior to 12:00 noon on the date such LC Disbursement was made.  If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Borrowers, in the same manner as provided in Section 2.05 with respect to Loans Borrowers pursuant to this Section 2.08(e), the Administrative Agent shall Issuing   36     right of setoff against, the Borrowers’ obligations hereunder.  Neither the Letter of Credit, the Issuing Bank, in its sole reasonable discretion, either   Disbursement.   37   Disbursement, then, until the Borrowers shall have reimbursed the Issuing Bank and after the date of payment by any Lender pursuant to Section 2.08(d) to of such payment.   or resign at any time by written agreement among the Borrowers, the Administrative Agent, the replaced Issuing Bank and, the successor Issuing Bank.  The Administrative Agent shall notify the Lenders of any such resignation or replacement of the Issuing Bank.  At the time any such resignation or Section 3.05(b).  From and after the effective date of such replacement, (i) the resignation or replacement of the Issuing Bank hereunder, the replaced Issuing   and be continuing and the Borrowers receive notice from the Administrative Agent this Section 2.08(j), or (ii) the Borrowers are required to pay to the with any prepayment pursuant to Section 3.04(c), then the Borrowers shall Borrowers or any Restricted Subsidiary described in Section 10.01(g) or Section 10.01(h).  The Borrowers hereby grant to the Administrative Agent, for   38   substitutions and replacements therefor.  The Borrowers’ obligation to deposit without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent permitted by applicable law, shall or recoupment which the Borrowers or any of their Subsidiaries may now or performance of the Borrowers’ obligations under this Agreement and the other Loan Documents in a “securities account” (within the meaning of Article 8 of the UCC) over which the Administrative Agent shall have “control” (within the meaning of the UCC).  Notwithstanding the foregoing, the Borrowers may direct the Administrative Agent and the “securities intermediary” (within the meaning of the UCC) to invest amounts credited to the securities account, at the Borrowers’ risk and expense, in Investments described in Section 9.05(c) through (f).  Interest or profits, if any, on such investments shall accumulate in such reimburse, on a pro rata basis, the Issuing Bank for LC Disbursements for which applied to satisfy other obligations of the Borrowers under this Agreement or the other Loan Documents.  If the Borrowers are required to provide an amount of and the Borrowers are not otherwise required to pay to the Administrative Agent aforesaid) shall be returned to the Borrowers within three (3) Business Days   ARTICLE III       Each Co-Borrower hereby unconditionally promises to pay to the Administrative   Section 3.02         Interest.     Highest Lawful Rate.   39   Borrowers hereunder or under any other Loan Document is not paid when due,   Section 3.02(c) shall be payable on demand, (i) in the event of any repayment or to the Termination Date), accrued interest on the principal amount repaid or (ii) in the event of any conversion of any Eurodollar Loan prior to the end of       Period; or       40   Section 3.04         Prepayments.   amount of $250,000 or any whole multiple of $50,000 in excess thereof.   (b)           Notice and Terms of Optional Prepayment.  The Borrowers shall not later than 12:00 noon, Houston, Texas time, three (3) Business Days before     (i)            Upon any adjustments to the Borrowing Base pursuant to Section 9.11, if the total Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrowers shall (A) prepay the Borrowings in an aggregate be held as cash collateral as provided in Section 2.08(j).  The Borrowers shall date it receives cash proceeds as a result of such disposition or such incurrence of Debt; provided that all payments required to be made pursuant to this Section 3.04(c)(i) must be made on or prior to the Termination Date.   (ii)           If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Credit Exposures exceeds the total Commitments, then the Borrowers shall (A) prepay the   (iii)          Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), if the total Borrowers shall, within ten (10) days after written notice that the total Credit Exposure exceeds the redetermined or adjusted Borrowing Base (the amount of such excess, a “Borrowing Base   41   Deficiency”), notify Administrative Agent of its decision (the date of such notice, the “Prepayment Decision Notice Date”) to do any (or any combination) of the following which will result in the Borrowing Base Deficiency being eliminated in the applicable time frame(s): (A) prepay Borrowings (i) in a lump sum on or before the date which is twenty (20) days after the Prepayment Notice Decision Date, (ii) in five (5) equal monthly payments beginning on the one month anniversary of the Prepayment Notice Decision Date and continuing on the corresponding day of the four following months, or (iii) out of proceeds of the Second Lien Loan (including, if the Borrowers so requests and the Administrative Agent approves such request, out of an increase in the amount thereof beyond the amount stated in the definition thereof) on the date of receipt thereof and in any case, if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, deposit with the Administrative Agent collateral as provided in Section 2.08(j), and/or (B) within ninety (90) days of the Prepayment Notice Decision Date, pledge additional Collateral to the Administrative Agent for the benefit of the Lenders, which Collateral shall be sufficient in Administrative Agent’s opinion to increase the Borrowing Base and eliminate the Borrowing Base Deficiency.   Section 3.04(c) shall be applied to outstanding Borrowings first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then number of days remaining in the Interest Period applicable thereto.   (v)           Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid   Section 5.02.   Section 3.05         Fees.   Fee Rate on the average daily amount of the unused amount of the Borrowing Base days, unless such computation would cause interest to accrue at a rate in excess of the Highest Lawful Rate, in which case interest shall be computed on the   42     its Applicable Percentage, an annual Letter of Credit fee on the aggregate LC Exposure, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans and be payable in arrears on the Termination Date and the last day of each calendar quarter, and (ii) to the fees (as set forth herein or in the Fee Letter) shall be computed on the basis of a year of 360 days, unless such computation would cause interest to accrue at a rate in excess of the Highest Lawful Rate, in which case interest shall be   the times specified in the Fee Letter, or otherwise separately agreed upon   (d)           Advancing Fees.  The Borrowers agree to pay to the Administrative Agent, the Advancing Fees payable in the amounts and at the times specified in the Fee Letter, or otherwise separately agreed upon between the Borrowers and the Administrative Agent.   ARTICLE IV     Set-offs.   payments   43       (c)           Sharing of Payments by Lenders.  If the Administrative Agent or the provisions of this Section 4.01(c) shall apply).  The Borrowers consent to   by it pursuant to Section 2.05(a), 2.08(d) or (e), 4.02 or 12.03(c), then the for, and application to, any future funding obligations of   44     Section 4.02         Presumption of Payment by the Borrowers.  Unless the the Lenders or any Issuing Bank that the Borrowers will not make such payment,   Section 2.05(b), Section 2.08(e) or Section 4.02 then the Administrative Agent   Section 4.04         Disposition of Proceeds.  The Security Instruments contain the benefit of (i) the Lenders and (ii) the Secured Swap Providers, of all of the Borrowers’ interest in and to production and all proceeds attributable thereto that may be produced from or allocated to the Mortgaged Property.  The such proceeds to be remitted to the Administrative Agent or the Lenders (including, without limitation, the sending of a Transfer Letter to the purchaser or purchasers of such production), but the Lenders will instead permit such proceeds to be paid to the Borrowers and their Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrowers and/or such Restricted Subsidiaries.  Upon the expiration or termination of the shall, at the expense of the Borrowers, execute and deliver such documentation as any Co-Borrower shall reasonably request to re-convey to the relevant Co-Borrower or Guarantor any property purportedly conveyed to the Administrative   45   ARTICLE V   INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES; ILLEGALITY;   DEFAULTING LENDERS             time to time the Borrowers will pay to such Lender or such Issuing Bank, as the   thereof.   such Issuing Bank’s right to demand such   46   Lender or an Issuing Bank pursuant to this Section 5.01 for any increased costs   of a request by the Borrowers pursuant to Section 5.04(b), then, in any such pursuant to this Section 5.02 and reasonably detailed calculations therefor   Section 5.03         Taxes.   any obligation of the Borrowers under any Loan Document shall be made free and with applicable law.   47   (b)           Payment of Other Taxes by the Borrowers.  The Borrowers shall pay applicable law.   Section 5.03 shall be delivered to the Borrowers and shall be conclusive absent manifest error.       Co-Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall reduced rate.     (1)           any Foreign Lender shall deliver to the Borrowers and the request of the Borrowers or the Administrative Agent), whichever of the following is applicable:   pursuant to the “interest” article of such tax treaty   48       Code, a “10 percent shareholder” of any Co-Borrower within the meaning of       reasonably requested by the Borrowers or the Administrative   49   Agreement.   upon the reasonable request of the Borrowers or the Administrative Agent),   do so.   Section 5.03, it shall pay over such refund to the Borrowers (but only to the     compensation under Section 5.01, or if the Borrowers are required to pay any   50   under Section 5.01, (ii) the Borrowers are required to pay any additional amount pursuant to Section 5.03, (iii) any Lender becomes a Defaulting Lender, or in the Borrowing Base proposed by the Administrative Agent pursuant to Section 2.07(c)(iii), then the Borrowers may, at their sole expense and effort, assignment); provided that, (1) the Borrowers shall have received the prior unreasonably be withheld, (2) such Lender shall have received payment of an   (a) such Lender shall promptly notify the Borrowers and the Administrative Agent such Lender so requests by notice to the Borrowers and the Administrative Agent,   Section 5.06         Defaulting Lenders.  Notwithstanding any provision of this Lender:   Commitment of such Defaulting Lender pursuant to Section 3.05;   (b)           the Maximum Credit Amount and Credit Exposure of such Defaulting any amendment or waiver pursuant to Section 12.02), provided that any waiver, amendment or modification requiring the consent of all   51     Defaulting Lender then:   Maximum Credit Amounts and (y) the conditions set forth in Section 6.02 are     (iii)          if the Borrowers cash collateralizes any portion of such shall not be required to pay any Letter of Credit fees for the account of such Defaulting Lender pursuant to Section 3.05(b) with respect to such Defaulting cash collateralized;   Section 3.05 shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; or   collateralized nor reallocated pursuant to this Section 5.06(c), then, without   it is satisfied that the related LC Exposure will be 100% covered by the provided by the Borrowers in accordance with Section 5.06(c), and participating   of the Lenders shall be readjusted to   52     ARTICLE VI   CONDITIONS PRECEDENT   Section 6.01         Conditions to Effectiveness.  This Agreement shall not     communications in connection with this Agreement and the Transactions, certificate of incorporation and bylaws of such Loan Party, certified as being writing from the Borrowers to the contrary.     properly executed by a Responsible Officer and dated as of the date of Effective Date.       Administrative Agent) of the Security Instruments.   53     (h)                                 The Administrative Agent shall have received, in form and substance reasonably satisfactory to Administrative Agent, an opinion of Akin Gump Strauss Hauer & Feld LLP, counsel to the Loan Parties.   received a certificate of insurance coverage of the Borrowers evidencing that the Borrowers are carrying insurance in accordance with Section 7.12.   received a certificate of a Responsible Officer of each Co-Borrower certifying that the Borrowers have received all consents and approvals required by Section 7.03.   the financial statements referred to in Section 7.04(a).   received title information acceptable to Administrative Agent setting forth the status of title to at least eighty percent (80%) of the total value of the proved Oil and Gas Properties evaluated in the Initial Reserve Report.   (m)                             The Administrative Agent shall be reasonably   the Initial Reserve Report accompanied by a certificate covering the matters described in Section 8.12(c).   appropriate judgment, tax, bankruptcy and UCC search certificates reflecting no prior judgment or taxes are outstanding or unpaid by the Borrowers or Liens encumbering the Properties of the Borrowers for each of the following jurisdictions: Louisiana, Texas, and any other jurisdiction requested by the   requested by the Administrative Agent) of the Intercreditor Agreement.     received copies of the fully executed Second Lien Loan Documents.   received a copy of the fully executed Undertaking to Pay Directly.   54   (t)                                    The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably request.   Section 6.02                            Each Credit Event.  The obligation of   shall have received all fees and other amounts due and payable, including to the   continuing.   such Letter of Credit, as applicable, no event, development or condition that has or could reasonably be expected to have a Material Adverse Effect shall have occurred.   applicable, except, in each case, to the extent any such representations and date.   (e)                                  The making of such Loan or the issuance, not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have Loan Document.   (f)                                   The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable.   (g)                                  In connection with the execution and reasonably satisfied that the Security Instruments create first priority, such definition) on at least eighty   55   percent (80%) of the total value of the proved Oil and Gas Properties evaluated in the initial Reserve Report.   Section 6.02(a) through (f).   ARTICLE VII   REPRESENTATIONS AND WARRANTIES   Each Co-Borrower represents and warrants to the Lenders that:   Borrowers and the Subsidiaries is duly organized, validly existing and in good a Material Adverse Effect.  Schedule 7.01 is an accurate corporate organizational chart of Borrowers and their Subsidiaries and shows the ownership of all Equity Interests in such Persons.   required to be taken by any class of directors of such Loan Party or any other authorization of the Transactions).  Each Loan Document to which any Loan Party   Section 7.03                            Approvals; No Conflicts.  The are in full force and effect other than (i) the recording and filing of any Security Instruments as required by the Loan Documents and (ii) those third by-laws or other organizational documents of any Co-Borrower or any   56   upon any Co-Borrower or any Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any Co-Borrower or such any Property of any Co-Borrower or any Subsidiary (other than the Liens created by the Loan Documents).   Section 7.04                            Financial Condition; No Material Adverse Change.   (a)                                 Sanchez has heretofore furnished to the Lenders its (i) audited consolidated balance sheet and statement of income, December 31, 2011, all reported on by BDO USA, LLP and (ii) unaudited ended June 30, 2012, certified by a Financial Officer.  Such financial results of operations and cash flows of Sanchez and its Consolidated Subsidiaries (including the other Co-Borrowers) as of such dates and for such absence of footnotes in the case of the unaudited quarterly financial statements.   (b)                                 Since June 30, 2012, (i) there has been no to have a Material Adverse Effect and (ii) the business of the Borrowers and their Subsidiaries has been conducted only in the ordinary course consistent with past business practices.   Section 7.05                            Litigation.   (a)                                 Except as set forth on Schedule 7.05, there or Governmental Authority pending against or, to the knowledge of the Borrowers, threatened in writing against or affecting any Co-Borrower or any Subsidiary     Borrowers:   (a)                                 neither any Property of any Co-Borrower or any Subsidiary nor the operations conducted thereon violate any order or   57   (b)                                 no Property of any Co-Borrower or any Subsidiary nor the operations currently conducted thereon or by any prior owner   (c)                                  all Environmental Permits, if any, required Property of each Co-Borrower and each Subsidiary, including, without limitation, obtained or filed, and each Co-Borrower and each Subsidiary are in compliance with the terms and conditions of all such Environmental Permits.   oil and gas waste, if any, generated at any and all Property of the Borrowers or   (e)                                  each Co-Borrower has taken all steps reasonably necessary to determine and has determined that no oil, hazardous released and there has been no threatened Release of any oil, hazardous substances, solid waste or oil and gas waste on or to any Property of such Co-Borrower or any Subsidiary except in compliance with Environmental Laws and   the Borrowers and each Subsidiary currently satisfies all design, operation, and equipment requirements imposed by the OPA, and the Borrowers do not have any reason to believe that such Property, to the extent subject to the OPA, will not Agreement.   (g)                                  neither the Borrowers nor any Subsidiary has any known contingent liability or Remedial Work in connection with any release or threatened release of any oil, hazardous substance, solid waste or oil and gas waste into the environment.   Section 7.07                            Compliance with the Laws and Agreements; Adverse Effect:   (a)                                 Each of the Co-Borrowers and each Subsidiary is in compliance with all Governmental Requirements applicable to it or its and other governmental authorizations (other than Environmental   58   Permits) necessary for the ownership of its Property and the conduct of its   (b)                                 Neither the Borrowers nor any Subsidiary are would constitute a default or would require the Borrowers or a Subsidiary to which the Borrowers or any Subsidiary or any of their Properties is bound.     Borrowers nor any Subsidiary is an “investment company” or a company   Section 7.09                            Taxes.  Each of the Borrowers and its respective Subsidiaries has timely filed or caused to be filed all Tax returns contested in good faith by appropriate proceedings and for which the Borrowers accruals and reserves on the books of the Borrowers and their Subsidiaries in of the Borrowers, adequate.  No Tax Lien relating to Taxes described in the first sentence of this Section 7.09 has been filed and, to the knowledge of the Borrowers, no claim is being asserted with respect to any such Tax or other such governmental charge.   Section 7.10                            ERISA.  No ERISA Event has occurred or than $1,000,000.00 the fair market value of the assets of all such underfunded Plans.   Material Adverse Effect.  To the knowledge of Borrowers, taken as a whole, none furnished by or on behalf of the Borrowers or any   59   engineering projections, the Borrowers represent only that such information was time.  To the knowledge of Borrowers there is no fact peculiar to the Borrowers Agent or the Lenders by or on behalf of the Borrowers or any Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated hereby.  There are no statements or conclusions known to the Borrowers in any Reserve Report which are based upon or include misleading information or fail to projections and that the Borrowers and the Subsidiaries do not warrant that such   Section 7.12                            Insurance.  The Borrowers have, and have caused all their respective Subsidiaries to have, (a) all insurance policies the same or a similar business for the assets and operations of the Borrowers and their respective Subsidiaries.  The Administrative Agent and the Lenders   Section 7.13                            Restriction on Liens.  Neither the Borrowers nor any of the Restricted Subsidiaries is a party to any material secure the Obligations and the Loan Documents.   Section 7.14                            Subsidiaries.  Schedule 7.14 sets forth the name of, and the ownership interest of each Co-Borrower in, each Subsidiary of such Co-Borrower.  As of the Effective Date there are no Unrestricted Subsidiaries.   Section 7.15                            Location of Business and Offices.  Each Co-Borrower’s jurisdiction of organization is Delaware; the names of the Borrowers as listed in the public records of Delaware are Sanchez Energy Corporation, SEP Holdings III, LLC and SN Marquis LLC; and the organizational identification number of the Borrowers in Delaware are 5027889, 5027789 and 5061848 respectively (or, in each case, as set forth in a notice delivered to the Administrative   60   Agent pursuant to Section 8.01(j) in accordance with Section 12.01).  Each a notice delivered pursuant to Section 8.01(j)).     (a)                                 Except as disclosed in Schedule 7.16, each of the Borrowers and the Restricted Subsidiaries has good and defensible title Reserve Report (excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties sold or transferred in compliance with Section 9.11) and good title to all its permitted by Section 9.03.  After giving full effect to the Excepted Liens, each Co-Borrower or the Restricted Subsidiary specified as the owner owns the net Properties shall not in any material respect obligate such Co-Borrower or such in such Property.   for the conduct of the business of the Borrowers and the Subsidiaries are valid   leased or licensed by the Borrowers and the Subsidiaries including, without necessary to permit the Borrowers and the Subsidiaries to conduct their business   (d)                                 All of the material Properties of the Borrowers and the Subsidiaries which are reasonably necessary for the operation   (e)                                  Each Co-Borrower and each Subsidiary owns, Co-Borrower and such Subsidiary does not infringe upon the rights of any other Effect.  Each Co-Borrower and its Subsidiaries either own or have valid licenses   61     the knowledge of Borrowers,  none of the wells comprising a part of the Oil and Gas Properties (or Properties unitized therewith) is deviated from the vertical more than the maximum permitted by Government Requirements, and such wells are, equipment owned in whole or in part by a Co-Borrower or any of its Subsidiaries that are operated by such Co-Borrower or any of its Subsidiaries, in a manner consistent with such Co-Borrower’s or its Subsidiaries’ past practices (other   Section 7.18                            Gas Imbalances, Prepayments.  As of the date hereof, except as set forth on Schedule 7.18 or on the most recent certificate delivered pursuant to Section 8.12(c), on a net basis there are no gas imbalances, take or pay or other prepayments which would require any Co-Borrower or any of the Restricted Subsidiaries to deliver Hydrocarbons   contracts each Co-Borrower represents that it or its Subsidiaries are receiving a price for all production sold thereunder which is computed substantially in material agreements exist which are not cancelable on 60 days’ notice or less without penalty or detriment for the sale of production from such Co-Borrower’s or the Restricted Subsidiaries’ Hydrocarbons (including, without limitation, the date hereof.   62   by the Borrowers pursuant to Section 8.01(d), sets forth, a true and complete list of all Swap Agreements of the Borrowers and each Subsidiary, the material   proceeds of the Loans and the Letters of Credit shall be used for the development of the Borrowers’ oil and gas assets, and for general corporate purposes of the Borrowers and their respective Subsidiaries.  The Borrowers and their respective Subsidiaries are not engaged principally, or as one of its or   Section 7.22                            Solvency.  Before and after giving effect to the Transactions, (a) the aggregate assets, at a fair valuation, of the Borrowers and their Subsidiaries, taken as a whole, will exceed the aggregate debt of the Borrowers on a consolidated basis, (b) none of the Borrowers nor any Subsidiary has incurred, or has intended to incur, debt beyond its ability to pay such debt as such debt matures and (c) none of the Borrowers nor any Subsidiary will have (nor will have any reason to believe that it will have thereafter) unreasonably small capital for the conduct of its business as such business is now conducted and is now proposed to be conducted following the date hereof.  For purposes of this section, “debt” shall have the meaning given such term under the U.S. Bankruptcy Code.   Section 7.23                            Foreign Corrupt Practices.  Neither, the Borrowers nor any of the Subsidiaries, nor any director, officer, agent, employee or Affiliate of the Borrowers or any of the Subsidiaries is aware of or for foreign political office, in contravention of the FCPA; and, the Borrowers, the Subsidiaries and their respective Affiliates have conducted their business in material compliance with the FCPA and have instituted and maintain policies   Section 7.24                            Money Laundering.  The operations of the Borrowers and the Subsidiaries are and have been conducted at all times in requirements of the money laundering laws, and no action, suit or proceeding by involving the Borrowers or any of the Subsidiaries with respect to the money laundering laws is pending or, to the best knowledge of the Borrowers, threatened.   63   Section 7.25                            OFAC.  Neither the Borrowers nor any of the Subsidiaries, nor any director, officer, agent, employee or Affiliate of the Borrowers or any of the Subsidiaries is currently subject to any material U.S. sanctions administered by OFAC, and the Borrowers will not directly or   Section 7.26                            Purchaser of Production.  Schedule 7.26 sets forth a complete and correct list of all of the Persons that are purchasers of production from the Mortgaged Properties (or otherwise receiving Borrowers’ share of proceeds of such production), as of the date hereof, together with their addresses and other relevant information.   ARTICLE VIII   AFFIRMATIVE COVENANTS   reimbursed, the Borrowers covenant and agree with the Lenders that:   Section 8.01                            Financial Statements; Ratings Change; Other Information.  The Borrowers will furnish to the Administrative Agent and each Lender:   Sanchez, its audited consolidated (and, if there are any Unrestricted Subsidiaries, consolidating) balance sheet and related statements of operations, all reported on by BDO USA, LLP or another firm of independent public accountants proposed by Sanchez and approved by the Administrative Agent the financial condition and results of operations of Sanchez and its Consolidated Subsidiaries (including the other Borrowers) on a consolidated   than forty-five (45) days after the end of each fiscal quarters of each fiscal year of Sanchez, its consolidated (and, if there are any Unrestricted respects the   64   financial condition and results of operations of Sanchez and its Consolidated Subsidiaries (including the other Borrowers) on a consolidated basis in   Co-Borrower in substantially the form of Exhibit D hereto (i) certifying as to audited financial statements referred to in Section 7.04 and, if any such change accompanying such certificate.   Agreements.  Concurrently with the delivery of financial statements under Co-Borrower, in form and substance reasonably satisfactory to the Administrative Agreements of such Co-Borrower and each Subsidiary, the material terms thereof agreement.   (e)                                  Certificate of Insurer — Insurance Section 8.01(a), a certificate of insurance coverage from each insurer with   (f)                                   Other Accounting Reports.  Promptly upon receipt thereof, a copy of each other report or letter (except standard and customary correspondence) submitted to any Co-Borrower or any of its or special audit made by them of the books of such Co-Borrower or any such Subsidiary, and a copy of any response by any Co-Borrower or any such Subsidiary, or the board of directors of such Co-Borrower or any such   (g)                                  SEC and Other Filings; Reports to Shareholders.  Promptly after the same become publicly available, copies of all Co-Borrower or any Subsidiary with the SEC, or with any national securities case may be.   (h)                                 Lists of Purchasers.  Concurrently with the delivery of any Reserve Report to the Administrative Agent pursuant to Section 8.12, a list of Persons purchasing Hydrocarbons from any Co-Borrower or any Subsidiary accounting for at least eighty percent (80%) of the revenues resulting from the sale of all Hydrocarbons in the one year period prior to the “as of” date of such Reserve Report.   65   (i)                                     Notice of Casualty Events.  Prompt written notice, and in any event within five (5) Business Days, of the   (j)                                    Information Regarding the Loan Parties.  Prompt written notice (and in any event within ten (10) Business Days prior name used to identify any Co-Borrower in the conduct of its business or in the ownership of its Properties, (ii) in any Loan Party’s identity or corporate structure or in the jurisdiction in which such Loan Party is incorporated or formed, (iii) in any Loan Party’s jurisdiction of organization or any Loan Party’s organizational identification number in such jurisdiction of organization, and (iv) in any Loan Party’s federal taxpayer identification number.   (k)                                 Production Report and Lease Operating expenses attributable thereto and incurred for each such calendar month, are certified by a Responsible Officer of each Co-Borrower as presenting fairly in all respects the information contained therein, and to the extent applicable, all based on the actual lease operating statements for such Oil and Gas Properties.   (l)                                     Notices of Certain Changes.  Promptly, copies of any amendment, modification or supplement to (i) the certificate or organizational document of any Co-Borrower or any Subsidiary, (ii) the Intercreditor Agreement or (iii) any Second Lien Loan Documents.   (m)                             Other Requested Information.  Promptly following affairs and financial condition of the Borrowers or any Subsidiary (including,   a Co-Borrower obtains knowledge thereof, such Co-Borrower will furnish to the   (a)                                 the occurrence of any Default or any “Default” under and as defined in the Second Lien Loan Documents;   (b)                                 the filing or commencement of, or the threat before any arbitrator or Governmental Authority against any Co-Borrower or any   66         statement of a Responsible Officer of such Co-Borrower setting forth the details   Borrowers will, and will cause each Subsidiary to, do or cause to be done all   Section 8.04                            Payment of Obligations.  The Borrowers liabilities of the Borrowers and all of its Subsidiaries before the same shall is being contested in good faith by appropriate proceedings and each Co-Borrower or result in the seizure or levy of any material Property of any Co-Borrower or any Subsidiary.   Documents.  The Borrowers will pay the Loans and the Notes according to the reading, tenor and effect thereof, and the Borrowers will, and will cause each   Properties.  Each Co-Borrower, at its own expense, will, and will cause each Subsidiary to:   constituted to regulate the development and   67     facilities.     ownership of its Oil and Gas and other material Properties.     in this Section 8.06, to the extent any Co-Borrower or one of its Subsidiaries is not the operator of any Property, such Co-Borrower shall not be obligated itself to perform or cause any of its Subsidiaries to perform the covenants in this Section 8.06, but shall use reasonable efforts to cause the operator to   this Section 8.06, the Borrowers and their Subsidiaries shall not be required to maintain any lease or interest which is no longer capable of producing Hydrocarbons in paying quantities.   Section 8.07                            Insurance.  The Borrowers will, and will cause each Subsidiary to, maintain, with financially sound and reputable provisions in said insurance policy or policies insuring any of the Collateral   68   The Borrowers will, and will cause each Subsidiary to, keep proper books of Borrowers will, and will cause each Subsidiary to, permit any representatives aggregate basis.   Section 8.09                            Compliance with Laws.  The Borrowers     (a)                                 The Borrowers shall at its sole expense: Material Adverse Effect; (ii) not dispose of or otherwise Release, and shall the Borrowers’ or their Subsidiaries’ Properties or any other Property to the extent caused by any Co-Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or Release of Co-Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file any Hazardous Material on, under, about or from any of the Borrowers’ or their (v) conduct, and cause each Subsidiary to conduct their respective operations reasonable procedures as may be necessary to assure that the Borrowers’ and their Subsidiaries’ obligations under this Section 8.10(a) are timely and fully to have a Material Adverse Effect.  To the extent that the Borrowers or one of their Subsidiaries is not the   69   operator of any Property, the Borrowers shall use reasonable efforts to cause the operator to comply with this Section 8.10(a).   (b)                                 The Borrowers will promptly, but in no event later than five (5) Business Days of the occurrence of a triggering event, notify the Administrative Agent in writing of any threatened action, or lawsuit by any landowner or other third party against the Borrowers or their Subsidiaries or their Properties of which the Borrowers have knowledge in corrective action) if the Borrowers reasonably anticipate that such action could   (c)                                  The Borrowers will, and will cause each Governmental Authority), in connection with any material acquisitions of producing Oil and Gas Properties after the date hereof.     (a)                                 Each Co-Borrower at its sole expense will, Co-Borrower or any Subsidiary, as the case may be, in the Loan Documents, Collateral intended as security for the Obligations, or to correct any omissions   (b)                                 The Borrowers hereby authorize the and amendments thereto, relative to all or any part of the Mortgaged Property.  A carbon, photographic or other reproduction of the Security Instruments or any     (a)                                 Before March 1st and September 1st of each year, the Borrowers shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties of the Borrowers and their Subsidiaries as of the immediately preceding December 31st and June 30th, as applicable.  The Reserve Report to be delivered on or before March 1st of each Reserve Report to be delivered on or before September 1st of each year shall be prepared by or under the   70   supervision of the chief engineer of the Borrowers.  In each case, the chief engineer of each Co-Borrower shall certify such Reserve Report is to be true and immediately preceding Reserve Report.   (b)                                 In the event of an Interim Redetermination, the Borrowers shall furnish to the Administrative Agent and the Lenders a Borrowers who shall certify such Reserve Report to be to be true and accurate immediately preceding Reserve Report.  For any Interim Redetermination requested by the Administrative Agent or the Borrowers pursuant to Section 2.07(b), the Borrowers shall provide such Reserve Report with an “as of” date as required by   the Borrowers shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer from each Co-Borrower certifying that in (ii) the Borrowers or their Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are Reserve Report which would require the Borrowers or any Subsidiary to deliver (iv) none of the Borrowers’ and their Subsidiaries’ Oil and Gas Properties have proved Oil and Gas Properties sold and in such detail as reasonably required by the most recently delivered Reserve Report which the Borrowers could reasonably Oil and Gas Properties evaluated by such Reserve Report that are Collateral and that the Engineered Value of such Oil and Gas Properties represent at least eighty percent (80%) (by value) of all Oil and Gas Properties of the Loan Parties evaluated in the Reserve Report delivered to the Administrative Agent most recently prior to the Reserve Report attached to such certificate.     (a)                                 On or before the delivery to the Section 8.12(a), the Borrowers will deliver title information in form and have received together with title information previously delivered, satisfactory title information on at least eighty percent (80%) of the Engineered Value of   71   (b)                                 If the Borrowers have provided title information for additional Properties under Section 8.13(a), the Borrowers shall, within sixty (60) days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority) which are not permitted by Section 9.03 raised by such information, (ii) substitute acceptable Collateral which constitutes Oil and Gas Properties and with no title defects or exceptions except for the Second Lien and Excepted Liens (other than Excepted Liens described in clauses (e), (g) and they shall have received, together with title information previously delivered,   (c)                                  If the Borrowers are unable to cure any title defect requested by the Administrative Agent or Lenders to be cured within the 60-day period or the Borrowers do not comply with the requirements to provide acceptable title information covering eighty percent (80%) of the value Required Lenders shall have the right to exercise the following remedy in their Administrative Agent or the Lenders.  To the extent that the Administrative Agent or the Required Lenders are not satisfied with title to any Mortgaged Property shall not count towards the eighty percent (80%) requirement, and the Administrative Agent may send a notice to the Borrowers and the Lenders that the the Required Lenders to cause the Borrowers to be in compliance with the requirement to provide acceptable title information on eighty percent (80%) of the value of the Oil and Gas Properties.  This new Borrowing Base shall become   Section 8.14                            Additional Collateral.  In connection with each redetermination of the Borrowing Base, the Borrowers shall review the least eighty percent (80%) of the Engineered Value of the Oil and Gas Properties owned by Borrowers and the Restricted Subsidiaries and evaluated in the most that the Mortgaged Properties do not represent at least eighty percent (80%) of such Engineered Value, then the Borrowers shall, and shall cause its Restricted required under Section 8.12(c) to the Administrative Agent as security for the Obligations a first-priority Lien interest (subject only to Excepted Liens of eighty percent (80%) of such Engineered Value.  All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of Instruments, all in form and substance satisfactory to the   72     Section 8.15                            ERISA Compliance.  In addition to and without limiting the generality of Section 8.09, the Borrowers shall and shall cause each of their respective Subsidiaries to (a) comply in all material respects with all applicable provisions of ERISA and the regulations and (as defined in ERISA), (b)not take any action or fail to take action the result of which could be (i) a liability to the PBGC (other than liability for PBGC premiums) or (ii) a past due liability to any Multiemployer Plan, (c) not participate in any prohibited transaction that could result in any material civil penalty under ERISA or any tax under the Code, (d) operate each employee benefit plan in such a manner that will not incur any material tax liability defined in Section 4980B of the Code except to the extent such failure to comply could not reasonably be expected to have Material Adverse Effect and (e)furnish additional information about any employee benefit plan as may be reasonably   Section 8.16                            New Subsidiary Requirements.  Concurrently with the acquisition or formation of any subsidiary which is to be a Restricted Subsidiary and prior to any Co-Borrower’s advancing or contributing any amounts to or into such Restricted Subsidiary (other than minimum organizational costs such as filing fees), such Co-Borrower shall cause to be delivered to the Administrative Agent for the benefit of the Lenders, (i) a Guaranty and a Joinder executed by such Restricted Subsidiary, (ii) all documents and instruments, including UCC Financing Statements (Form UCC-1), under such Security Agreement, (iii) UCC searches, all dated within 15 days of the date of the Joinder and in form and substance satisfactory to the Administrative Agent, and evidence reasonably satisfactory to the Administrative Agent that any Liens indicated in such UCC searches are Excepted Liens, the Second Lien or have been released, (iv) the corporate resolutions or similar approval documents of such Restricted Subsidiary approving the execution and delivery of the Joinder by such Restricted Subsidiary, (v) the corporate resolutions or similar approval documents of such Co-Borrower or other Loan Party approving the addition of the Equity Interests in such Restricted Subsidiary to the collateral pledged under the Security Agreement by such Co-Borrower or other Loan Party, and (vi) if requested, a legal opinion acceptable to the Administrative Agent, opining favorably on the execution, delivery and enforceability of the Joinder and otherwise being in form and   ARTICLE IX NEGATIVE COVENANTS     73   the Lenders that:     (a)                                 Current Ratio.  The Borrowers will not permit, at any time, its ratio of (i) consolidated current assets of the Borrowers and the Restricted Subsidiaries (including the unused amount of the (ii) consolidated current liabilities of the Borrowers and the Restricted Subsidiaries (excluding outstanding Obligations hereunder and non-cash obligations under FAS 133) to be less than 1.0 to 1.0.   (b)                                 Interest Coverage Ratio.  The Borrowers will not permit, as of the last day of any fiscal quarter, the ratio of (i) Consolidated EBITDA of the Borrowers and the Restricted Subsidiaries for the Rolling Period ending on such day (or, in the case of any such Rolling Period ending before June 30, 2013, Annualized Consolidated EBITDA for such Rolling Period) to (ii) Consolidated Net Interest Expense paid by the Borrowers and the Restricted Subsidiaries during such Rolling Period (or, in the case of any such Rolling Period ending before June 30, 2013, Annualized Consolidated Net Interest Expense for such Rolling Period) to be less than 2.5 to 1.0.   (c)                                  Total Leverage Ratio.  The Borrowers will Debt of the Borrowers and the Restricted Subsidiaries as of such date to (ii) Consolidated EBITDA of the Borrowers and the Restricted Subsidiaries for the Rolling Period ending on such day (or, in the case of any such Rolling Period ending before June 30, 2013, Annualized Consolidated EBITDA for such Rolling Period) to exceed 4.0 to 1.0.   (d)                                 Senior Debt Leverage Ratio.  Commencing upon the quarter ended September 30, 2012, the Borrowers will not permit, as of the last day of any fiscal quarter, its ratio of (i) Senior Debt of the Borrowers and the Restricted Subsidiaries as of such date to (ii) Consolidated EBITDA of the Borrowers and the Restricted Subsidiaries for the Rolling Period ending on such day (or, in the case of any such Rolling Period ending before June 30, 2013, Annualized Consolidated EBITDA for such Rolling Period) to exceed 2.5 to 1.0.   Section 9.02                            Debt.  The Borrowers will not, and will except:   other Obligations arising under the Loan Documents.   (b)                                 Debt of Borrowers and its Subsidiaries with respect to the Second Lien Loan; provided that (i) the principal amount outstanding under Tranche A (as defined in the Second Lien Loan Documents) of the Second Lien Loan, shall not, at any time, exceed $50,000,000 and (ii) Borrowers shall not borrow any funds under Tranche B (as defined in the Second Lien Loan Documents) of the Second Lien Loan without the prior written consent of the Administrative Agent and the Required Lenders (which consent   74   (c)                                  Debt of the Borrowers and their respective Subsidiaries existing on the date hereof that is reflected in the Financial Statements and described on Schedule 9.02.   (d)                                 Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties, including, guarantees and obligations of the Borrowers and their respective Subsidiaries with respect to obligation for money borrowed), in connection with the operation of the Oil and Gas Properties in the ordinary course of business.   (e)                                  intercompany Debt between any Co-Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than such Co-Borrower or one of its Restricted Subsidiaries.     (g)                                  Debt incurred in the ordinary course of Co-Borrower’s business in connection with Swap Agreements provided they are permitted under Section 9.17 of this Agreement.   (h)                                 Debt of Unrestricted Subsidiaries for which neither a Co-Borrower nor any Restricted Subsidiary shall be liable as an obligor, under any guarantee or otherwise.   (i)                                     unsecured Debt not otherwise permitted by the foregoing clauses of this Section 9.02; provided that the principal amount of such Debt shall not exceed five percent (5%) of the Borrowing Base then in effect.   Section 9.03                            Liens.  The Borrowers will not, and will   Obligations.   (b)                                 Liens securing the Second Lien Loan that are permitted by the Intercreditor Agreement (the “Second Lien”).     (d)                                 Liens described on Schedule 9.03.   (e)                                  Liens on the assets of Unrestricted Subsidiaries securing Debt permitted under Section 9.02(h).   Redemptions.  The Borrowers will not, and will not permit any Restricted distribution of its Property to its Equity Interest holders, except (a) Restricted Subsidiaries may   75   declare and pay dividends or distributions with respect to their Equity Capital Stock), (b) each Co-Borrower or Subsidiary of a Co-Borrower may make Restricted Payments to any other Co-Borrower and to any Subsidiary of such Co-Borrower that are Guarantors, (c) payments (including the netting of Equity Interests) in connection with the satisfaction of employees’ (at any of the Borrowers, Restricted Subsidiaries or Operator) tax withholding obligations requisite amounts to appropriate Governmental Authorities) arising out of the sale of employees’ vested stock in Sanchez, which payments are made, directly or indirectly, from the proceeds of the sale of such vested stock and (d) Permitted Preferred Stock Distributions; provided, Restricted Payments made under this Section 9.04, other than (x) pursuant to clause (c) above and (y) Permitted Preferred Stock Distributions comprised solely of common stock of Sanchez, may be made only so long as no Default or Event of Default exists or will exist after giving effect to such Restricted Payment.   remain outstanding any Investments in or to any Person (other than Restricted Subsidiaries), except that the foregoing restriction shall not apply to:   (a)                                 Investments reflected in the Financial   course of business.   thereof.   from the date of creation thereof rated no lower than A1 or P1 by S&P or Moody’s.   thereof, has capital, surplus and undivided profits aggregating at least respectively.   Section 9.05(e).   (g)                                  subject to the limits in Section 9.06, Investments in direct ownership interests in additional Oil and Gas Properties, gas gathering, processing and transportation systems and all other assets contemplated by the permitted business of a Co-Borrower located   76   (h)                                 entry into operating agreements, working natural gas, unitization agreements, pooling arrangements, area of mutual or entered into in the ordinary course of the oil and gas business, excluding,   provided, however, that none of the foregoing shall involve the incurrence of any Debt not permitted by Section 9.02.   Operations.  The Borrowers will not, and will not permit any Subsidiary to, date hereof, a Co-Borrower and its Subsidiaries will not acquire or make any boundaries or territorial waters of the United States and will not acquire or form any Foreign Subsidiaries.   Section 9.07                            Limitation on Leases.  The Borrowers to exist any obligation for the payment of rent or hire of Property of any kind aggregate amount of all payments made by any Co-Borrower and the Subsidiaries any residual payments at the end of any lease, to exceed $1,000,000 in any period of twelve (12) consecutive calendar months during the life of such leases.   Section 9.08                            Proceeds of Notes/Loans.  The Borrowers will not permit the Loans or the proceeds of the Loan to be used for any purpose other than those permitted by Section 7.21.  Neither the Borrowers nor any Person acting on behalf of the Borrowers has taken or will take any action which Form U-1 or such other form referred to in Regulations U, T or X of the Board,   Section 9.09                            Sale or Discount of Receivables.  Except for receivables obtained by the Borrowers or any Subsidiary out of the ordinary not in connection with any financing transaction, neither the Borrowers nor any that is not a Co-Borrower any of its notes receivable or accounts receivable.   77   Section 9.10                            Mergers, Etc.  Neither the Borrowers nor any Subsidiary will merge into or with or consolidate with any other Person, or participate in a consolidation with a Co-Borrower (provided that a Co-Borrower shall be the continuing or surviving corporation) or any Restricted Subsidiary Person) and any Unrestricted Subsidiary may merge with another Unrestricted Subsidiary and (b) in the case of an Unrestricted Subsidiary merging into a Co-Borrower, no Default or Event of Default shall result.   Section 9.11                            Sale of Assets.  The Borrowers will not, otherwise transfer any asset, including, without limitation, Property containing proved reserves constituting a portion of the Borrowing Base or to issue or sell any Equity Interests in a Co-Borrower or any of its Restricted Subsidiaries except (i) an issuance or sale of common stock or Preferred Stock of Sanchez, in each case whether as a Preferred Stock Distribution or otherwise and without regard to whether or not there is any Default or Event of Default or (ii) the following sales, assignments, farm-outs, conveyances and/or transfers, provided, no Default or Event of Default exists or will exist after giving effect to such sale, assignment, conveyance, farm-out or transfer:   (a)                                 a transfer of assets between or among a Co-Borrower and its Restricted Subsidiaries;   (b)                                 an issuance or sale of Equity Interests in a Restricted Subsidiary to a Co-Borrower or to another Restricted Subsidiary;   (c)                                  the sale, lease or other disposition of produced Hydrocarbons, equipment, inventory, accounts receivable or other limitation, any abandonment, farm-in, farm-out, lease or sublease of any oil and gas properties or the forfeiture or other disposition of such properties course of business in a manner customary in the oil and gas business;   (d)                                 the sale or other disposition of cash or cash equivalents; and   (e)                                  subject to the mandatory prepayment requirements in Section 3.04(c), the sale or other disposition (including Restricted Subsidiary owning Oil and Gas Properties; provided that   (1)                                 Borrowers shall provide the Administrative Agent at least ten (10) days prior written notice of any sale, assignment, conveyance or transfer hereunder,   (2)                                 100% of the consideration received in respect of such sale or other disposition shall be cash,   (3)                                 the consideration received in respect of value of the Oil and   78   Gas Property, interest therein or the Restricted Subsidiary subject of such sale Borrowers and, if requested by the Administrative Agent, the Borrowers shall deliver a certificate of a Responsible Officer of each Co-Borrower certifying to that effect),   (4)                                 if such sale or other disposition of Oil and Gas Property when combined with any other sales under this Section 9.11(e) occurring between Scheduled Redetermination Dates results in a sale of more than five percent (5%), in the aggregate, of the proved developed Oil and Gas Properties included in the most recently delivered Reserve Report, such sale or disposition shall be subject to the written consent of the Administrative Agent, not to be unreasonably withheld, and the Borrowing Base may be immediately redetermined pursuant to Section 2.07 and the Borrowers shall pay any Borrowing Base Deficiency in accordance with Section 3.04(c), and   (5)                                 if any such sale or other disposition is of Subsidiary.   Section 9.12                            Environmental Matters.  The Borrowers which will subject any such Property to any Remedial Work under any applicable   Borrowers will not, and will not permit any Subsidiary to, enter into any   Section 9.14                            Subsidiaries.  The Borrowers shall not, and shall not permit any Subsidiary to, create or acquire any additional Subsidiary without the prior written consent of the Administrative Agent and the Required Lenders, other than the creation or acquisition by a Co-Borrower of Subsidiaries in compliance with the definition of “Unrestricted Subsidiary” or Section 8.16.  The Borrowers shall not, and shall not permit any Subsidiary to, except in compliance with Section 9.11.  Neither the Borrowers nor any Subsidiary shall have any Foreign Subsidiaries.   Section 9.15                            Negative Pledge Agreements; Dividend Restrictions.  The Borrowers will not, and will not permit any Restricted the   79   Administrative Agent and the Lenders, restricts any Loan Party from paying dividends or making distributions to any other Loan Party, restricts any Loan Party from making loans or advances to any other Loan Party, or restricts any Loan Party from transferring any of its properties or assets to any other Loan Party or which requires the consent of or notice to other Persons in connection encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) the Second Lien Loan Documents, (c) applicable law, rule, regulation or order, (d) any instrument governing Debt or Equity Interests of a Person acquired by any Co-Borrower or any of its Restricted such Debt or Equity Interests were incurred or issued in connection with such property or assets of the Person, so acquired, and any amendments, replacements or refinancings of those instruments, provided that the amendments, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those instruments; provided, that, in the case of Debt, such Debt was permitted by the terms hereof to be incurred; (e) customary non-assignment provisions in contracts and leases entered into in the ordinary course of business and consistent with past practices; (f) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the transfer of any of its properties to any Loan Party, (g) any agreement for the sale or other disposition of a Restricted Subsidiary of a Co-Borrower that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, (h) agreements governing other Debt of the Borrowers and one or more Restricted Subsidiaries permitted herein, provided that the restrictions in the agreements governing such Debt are not materially more restrictive, taken as a whole, than those provided herein, (i) Liens permitted to be incurred under Section 9.03 hereof that limit the right of the debtor to dispose of the assets subject to such Liens, (j) provisions with respect to the disposition or agreements, and stock sale agreements entered into in the ordinary course of business, and (k) restrictions on cash or other deposits or net worth imposed by   Section 9.16                            Gas Imbalances, Take-or-Pay or Other Prepayments.  The Borrowers will not allow gas imbalances, take-or-pay or other prepayments with respect to the Oil and Gas Properties of the Borrowers or any Restricted Subsidiary that would require the Borrowers or such Restricted   Section 9.17                            Swap Agreements.  The Borrowers will Approved Counterparty, (ii) with a maximum term of 36 months and (iii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged Agreement is executed, 50% of the expected production from Proved Reserves as represented in the most recently provided Reserve Report but in no event shall such amount exceed the amount of actual   80   production from the prior month, for each month during the period during which calculated separately, (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrowers and their Subsidiaries then in effect effectively converting interest rates from fixed to Borrowers’ Debt for borrowed money which bears interest at a fixed rate and Agreements of the Borrowers and their respective Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 50% of the then outstanding principal amount of the Borrowers’ Debt for borrowed money which bears interest at a floating rate and (c) those certain Swap Agreements existing on the date hereof between SEP and Shell Energy North America (US), L.P. and described on Schedule 9.17.  In no event shall any Swap Agreement to which the Borrowers or any Subsidiary is a party contain any requirement, agreement or covenant for the Borrowers or any Subsidiary to post cash or other collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.  In addition to the foregoing, no Swap Agreement that has been used in the calculation of the Borrowing Base may be cancelled, liquidated or “unwound” without the prior written consent of the Administrative Agent.   Section 9.18                            Sale and Leaseback Transactions.  The Borrowers will not, and will not permit any of its Restricted Subsidiaries to,   Section 9.19                            ERISA.  Except where non-compliance, in provisions of this Section 9.19, could not reasonably be expected to result in a Material Adverse Effect, the Borrowers will not, and will not permit any of the   engage in, any transaction in connection with which a Co-Borrower, any of its Subsidiaries or any ERISA Affiliate could be subjected to either a civil penalty   provisions of any Plan, agreement relating thereto or applicable law, a Co-Borrower, any of its Subsidiaries or any ERISA Affiliate is required to pay as contributions thereto.   sole discretion at any time without any material liability, including, without limitation,   81   any such plan that is maintained to provide benefits to former employees of such entities, (other than benefits mandated by Title I, Part 6 of ERISA and   Section 9.20                            Change in Business.   (a)                                 Each of the Co-Borrower and the Guarantors shall not, and shall not permit any Subsidiary of such Co-Borrower to, engage in any business or activity other than (i) the business of the exploration for, and development, acquisition, and the production of Oil and Gas Properties, (ii) the business of marketing, processing, treating, gathering, and upstream transportation of Oil and Gas Properties produced by such Co-Borrower and its Subsidiaries; (iii) developing raw land acquired or leased by such Co-Borrower or its Subsidiaries in conjunction with the activities described in clause (i) or (ii) above, and remediating such land for resale; and (iv) the business of providing services to support any of the Borrower’s or its Subsidiaries’ activities described in clause (i), (ii) or (iii) above.  Each Co-Borrower shall not, and shall not permit any of its Subsidiaries to engage in any activity or business, or acquire or make any other expenditure (whether such Gas Properties or businesses, in any event, which are not located within the Mexico over which the United States of America asserts jurisdiction.   (b)                                 Each of the Co-Borrower and the Guarantors shall not, and shall not permit any Subsidiary of such Co-Borrower to, alter, amend or modify in any manner materially adverse to the Lenders any of its Organizational Documents.  In any event, a Co-Borrower shall not permit any of its Subsidiaries to (i) if such Subsidiary is a limited liability company, amend its limited liability company agreement to “opt in” to “security” status in accordance with Section 8.103 of the UCC or (ii) evidence its Equity Interests with a certificate without, in each case, the prior consent of the Administrative Agent.   (c)                                  Except as set forth in Section 1.05, the Borrowers and the Guarantors shall not, and shall not permit any of their respective Subsidiaries to, make any significant change in accounting treatment the Borrowers or of any of its Subsidiaries.   ARTICLE X   of Default”:   Disbursement or any fee or other amount when and as the same shall become due thereof, by acceleration or otherwise.   82   deemed made by or on behalf of the Borrowers or any Subsidiary in or in connection with any Loan Document or any amendment or modification of any Loan or deemed made.   (c)                                  any Co-Borrower or any Subsidiary shall Section 8.01, Section 8.02, Section 8.03, Section 8.12, Section 8.15, or ARTICLE IX.   or (ii) a Responsible Officer of the Borrowers or such Subsidiary otherwise   (e)                                  any Co-Borrower or any Subsidiary shall and/or notice and cure.   (f)                                   any event or condition occurs that results respect thereof, prior to its scheduled maturity or require any Co-Borrower or any Subsidiary to make an offer in respect thereof.   reorganization or other relief in respect of any Co-Borrower or any Subsidiary sequestrator, conservator or similar official for any Co-Borrower or any   (h)                                 any Co-Borrower or any Subsidiary shall appropriate manner, any proceeding or petition described in Section 10.01(g), sequestrator, conservator or similar official for any Co-Borrower   83     (i)                                     any Co-Borrower or any Subsidiary shall   money in an aggregate amount in excess of $1,000,000.00 (to the extent not covered by independent third party insurance provided by insurers of the highest dispute coverage and is not subject to an insolvency proceeding) shall be rendered against any Co-Borrower, any Subsidiary or any combination thereof and taken by a judgment creditor to attach or levy upon any assets of the Borrowers   (k)                                 any Loan Document after delivery thereof with its terms against any Co-Borrower or a Guarantor party thereto or shall be Co-Borrower, any Guarantor or any Subsidiary or any of their Affiliates shall so state in writing.   Adverse Effect.     (n)                                 the occurrence of an event of default (as defined therein) under the Second Lien Term Loan or the Undertaking to Pay Directly.   (o)                                 the Intercreditor Agreement shall for any against any party thereto or any holder of Debt covered thereby or shall be repudiated by any of them.   Section 10.02                     Remedies.   any principal not so declared to be due and payable may   84   thereon and all fees and other obligations of the Borrowers and the Guarantors Borrowers and each Guarantor; and in case of an Event of Default described in each Guarantor.     first, to payment or reimbursement of expenses and indemnities provided for in Loans; third, to fees referred to in clause (b) of the definition of Obligations; fourth, pro rata to principal outstanding on the Loans and other Obligations referred to in clause (c) of the definition of Obligations; fifth, the Borrowers or as otherwise required by any Governmental Requirement.   ARTICLE XI THE ADMINISTRATIVE AGENT     incidental thereto.   generality of the foregoing, the Administrative Agent (a) shall not be subject connote any fiduciary or other   85   independent contracting parties), (b) shall not have any duty to take any Section 11.03, and (c) except as expressly set forth herein, shall not have any given to it by the Borrowers or a Lender, and shall not be responsible for or be delivered to it or as to those conditions precedent specifically required to collateral security or the financial or other condition of the Borrowers and its Borrowers or any other Person (other than itself) to perform any of its its objection thereto.     86     relying thereon and each of the Borrowers, the Lenders and the Issuing Bank the assignment or transfer thereof permitted hereunder shall have been filed     Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrowers, and the Required Lenders.  Upon any such resignation or removal, and so long as there are Lenders hereunder, the Required Lenders shall have the right, in consultation with and upon the approval of the Borrowers (so long as no Event of resignation   87   or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and each Issuing Bank, Houston, Texas, or an Affiliate of any such bank.  If upon such resignation by the Administrative Agent there are no Required Lenders (i) because all of the Loans have been repaid, (ii) the LC Exposure extinguished, and (iii) the Commitments terminated, but Obligations remain under the Swap Agreements that are secured by the Security Instruments, such appointment of a successor shall be made by the then current Administrative Agent if it is a counterparty under a Swap Agreement and if it is not, such appointment shall be made by the Secured Swap Providers holding more than 50% of the Hedge Exposure on the date of such Administrative Agent’s resignation notice.  Upon the acceptance of its duties of the retiring Administrative Agent, the retiring Administrative Agent shall execute such instruments as may be reasonably necessary to give effect to such succession, and the retiring Administrative Agent shall be discharged from any further duties and obligations hereunder.  The fees payable by the Borrowers     Section 11.08                     No Reliance.  (a) Each Lender acknowledges itself informed as to the performance or observance by the Borrowers or any of Borrowers or their Subsidiaries.  Except for notices, reports and other concerning the affairs, financial condition or business of the Borrowers (or any Andrews Kurth LLP is acting in this   88   contemplated therein.   to structuring and syndication of this facility and has no duties, Documents other than its administrative duties, responsibilities and liabilities specifically as set forth in the Loan Documents and in its capacity as a Lender.  In structuring, arranging or syndicating this Agreement, each Lender acknowledges that the Administrative Agent may be an agent or lender under these conflicts of interest associated with their role in such other debt instruments.  If in the administration of this facility or any other debt any Lender that a conflict exists), then it shall eliminate such conflict within ninety (90) days or resign pursuant to Section 11.06 and shall have no liability for action taken or not taken while such conflict existed.   the Administrative Agent to execute and deliver to the Borrowers, at the Borrowers’ sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrowers   whether the Administrative Agent has made any demand on the Borrowers) shall be   LC Exposure and all other Obligations that is owing and unpaid and (ii) file amounts due the Lenders, the Administrative Agent under Section 3.03 and     proceeding: (i) to make such payments   89   to the Administrative Agent; and (ii) if the Administrative Agent shall consent counsel, and any other amounts due the Administrative Agent under Section 3.03 and Section 12.03.  Nothing contained herein shall be deemed to authorize the proceeding.  Each Lender retains its right to file and prove a claim separately.   ARTICLE XII MISCELLANEOUS   Section 12.01                     Notices.     (i)                                     if to the Borrowers, to it at Sanchez Attention: Alfredo Gutierrez (Telecopy No. (713) 756-2784), with a copy to Akin Gump Strauss Hauer & Feld LLP, 1111 Louisiana Street, 44th Floor, Houston, Texas 77002, Attention: David Elder (Telecopy No. (713) 236-0822);   Capital One, National Association, 1000 Louisiana Street, Suite 2950, Houston, Texas 77002, Attention: Michael Higgins (Telecopy No. (713) 435-7106), with a copy to Andrews Kurth LLP, 600 Travis St., Suite 4200, Houston, Texas 77002, Attention Tammy Brennig (Telecopy No. (713) 238-7201);     communications.   90         Section 2.07 in any manner adverse to the Lenders without the consent of each Lender (other than a Defaulting Lender), (iii) reduce the principal amount of any Lender, without the written consent of each Lender, (vi) waive or amend Guarantor, release any of the Collateral (other than as provided in Section 11.09), or reduce the percentage set forth in Section 8.14 to less than eighty percent (80%), without the written consent of each Lender, or   91   Lender (other than a Defaulting Lender); provided further that no such agreement Lenders.     (a)                                 The Borrowers shall pay (i) all reasonable   (b)                                 THE BORROWERS SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND EACH LENDER, AND EACH RELATED PARTY   92   CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (ii) THE FAILURE OF ANY CO-BORROWER OR ANY OF THE GUARANTORS TO COMPLY WITH THE TERMS OF ANY LOAN COVENANT OF ANY CO-BORROWER OR ANY OF THE GUARANTORS SET FORTH IN ANY OF THE PROCEEDS THEREFROM, INCLUDING, WITHOUT LIMITATION, (1) ANY REFUSAL BY THE THE TERMS OF SUCH LETTER OF CREDIT, OR (2) THE PAYMENT OF A DRAWING UNDER ANY APPLICABLE TO THE BORROWERS OR ANY OF THE GUARANTORS OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION, THE PRESENCE, GENERATION, STORAGE, RELEASE, ANY OF THEIR PROPERTIES, (ix) THE BREACH OR NON-COMPLIANCE BY THE BORROWERS OR ANY OF THE GUARANTORS WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWERS OR ANY OF THE GUARANTORS, (x) THE PAST OWNERSHIP BY THE BORROWERS OR ANY OF THE BORROWERS OR ANY OF THE GUARANTORS OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE BORROWERS OR ANY OF THE GUARANTORS, (xii) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWERS OR ANY OF THE GUARANTORS, OR (xiii) ANY OTHER OR (xiv) ANY ACTUAL   93     (c)                                  To the extent that the Borrowers fail to such.   the Borrowers and the Indemnified Parties shall not assert, and hereby waive, any claim against each other, on any theory of liability, for special, indirect,       transfer by any Co-Borrower without such consent shall be null and void) and   94     unreasonably withheld or delayed) of:  (1) the Borrowers, provided that no consent of any Co-Borrower shall be required for an assignment to (A) a Lender administered by or managed by a Defaulting Lender or an Affiliate of a Defaulting Lender) or (D) if an Event of Default has occurred and is continuing, any other commercial bank with primary capital of not less than $250,000,000; and (2) the Administrative Agent (such consent not to be unreasonably withheld or delayed), provided that no such consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender that is not a Defaulting Lender immediately prior to giving effect to such assignment.   Administrative Agent) shall not be less than $2,500,000, and the Commitments of any assigning Lender remaining a party hereto after giving effect to the assignment shall be at least $2,500,000, unless, in each case, each of the Borrowers, the Administrative Agent otherwise consents, provided that no such   assigning Lender thereunder shall, to the extent of the interest   95     Amount of, and principal amount of the Loans and LC Disbursements owing to, each forward a copy of such revised Annex I to the Borrowers, each Issuing Bank and each Lender.     Lender may, without the consent of the Borrowers, the Administrative Agent or this Agreement (including all or a portion of its Commitment and the loans owing parties hereto for the performance of such obligations and (3) the Borrowers, the Administrative Agent, each Issuing Bank and the other Lenders shall continue addition such   96   agreement must provide that the Participant be bound by the provisions of Section 12.03.  Subject to Section 12.04(c)(ii), the Borrowers agree that each   entitled to the benefits of Section 5.03 unless the Borrowers are notified of benefit of the Borrowers, to comply with Section 5.03(e) as though it were a Lender.     state.     of Credit and the   97     Obligations or proceeds of any collateral are subsequently invalidated, declared law, common law or equitable cause, then to such extent, the Obligations so been received and the Administrative Agent’s, and the Lenders’ Liens, security Document shall be automatically reinstated and the Borrowers shall take such action as may be reasonably requested by the Administrative Agent or the Lenders         (c)                                  Except as provided in Section 6.01(a), this this Agreement.     Section 12.08                     Right of Setoff.  If an Event of Default shall hereby authorized at any time and from time   98   limitations obligations under Swap Agreements) at any time owing by such Lender Subsidiary against any of and all the obligations of the Borrowers or any   SERVICE OF PROCESS.     SITTING IN HARRIS COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN   NOTE TO SERVE   99         Agent, each Issuing Bank and the Lenders agrees to maintain the confidentiality self-regulatory body; provided Borrowers have been given reasonable advance notice thereof and been afforded an opportunity to limit or protest the any subpoena or similar legal process; provided Borrowers have been given (or its advisors) to any Swap Agreement relating to the Borrowers and their this Section 12.11 or (ii) becomes available to the Administrative Agent, any the Borrowers.  For the purposes of this   100   Section 12.11, “Information” means all information received from the Borrowers or any Subsidiary relating to the Borrowers or any Subsidiary and their prior to disclosure by the Borrowers or a Subsidiary.  Any Person required to Notwithstanding anything herein to the contrary, any party hereto (and each employee, representative or other agent of such party) may disclose without any kind (including opinions or other tax analyses) that are provided to that party relating to such tax treatment or tax structure; provided that with concerning the tax treatment or tax structure of the transactions, as well as     each Issuing Bank to issue, amend, renew or extend Letters of Credit hereunder are solely for the benefit of the Borrowers, and no other Person (including, without limitation, any Subsidiary of a Co-Borrower, any obligor, contractor, subcontractor, supplier or materialmen) shall have any rights, claims, remedies Administrative   101   Agent, any Issuing Bank or any Lender for any reason whatsoever.  There are no third party beneficiaries.   available to (in addition to Lenders and their Affiliates) any Lender’s Swap Designee and any Person which was a Lender or Affiliate of a Lender when it entered into any Swap Agreement with the Borrowers or any of its Subsidiaries.  No Approved Counterparty shall have any voting rights under any Loan Document as Agreements.     connection with the Notes shall under no circumstances exceed the maximum non-usurious amount allowed by such applicable law, and any excess shall be canceled automatically and if theretofore paid shall be credited by such Lender on the principal amount of the Debt (or, to the extent that the principal amount Lender to the Borrowers); and (b) in the event that the maturity of the Notes is the Debt (or, to the extent that the principal amount of the Debt shall have throughout the stated term of the Loans evidenced by the Notes until payment in time and from time to time (a) the amount of interest payable to any Lender on any date shall be computed at the Highest Lawful   102   Rate applicable to such Lender pursuant to this Section 12.16 and (b) in respect of any subsequent interest computation period the amount of interest otherwise effect to this Section 12.16.  To the extent that Chapter 303 of the Texas obligations hereunder.   Section 12.17                     Intercreditor Agreement.  Notwithstanding Administrative Agent in its capacity as collateral agent (in such capacity, the “First Lien Collateral Agent”) pursuant to this Agreement and under the Security Instruments and the exercise of any right or remedy by the First Lien Collateral Agent hereunder or thereunder are subject to the provisions of the Intercreditor Agreement.  In an event of any conflict between the terms of the Intercreditor govern and control.   Section 12.18                     Termination and Release.  To the extent that a such Loan Document shall terminate and the Administrative Agent shall release such Liens upon payment in full of the Obligations other than contingent Obligations which are intended to survive the termination of such Loan Document and with respect to which the contingency giving rise to such Obligation has not occurred.     103       BORROWERS:       SANCHEZ ENERGY CORPORATION,   a Delaware corporation           By:     Michael G. Long                                   By:     Michael G. Long                   SN MARQUIS LLC,                 By:     Michael G. Long                             By:   Name: Michael Higgins   Title: Vice President         LENDER:         MACQUARIE BANK LIMITED               By:   Name: Jonathan Rourke   Title: Executive Director               By:   Name: Joel Outlaw   Title: Associate Director, Legal Risk Management             POA No. 594/10 dated 25 November 2010, expiring 30 November 2012, signed in London       ANNEX I     Name of Lender   Applicable Percentage   Maximum Credit Amount     90 % $ 225,000,000.00   Macquarie Bank Limited   10 % $ 25,000,000.00   TOTAL   100.00 % $ 250,000,000.00     Annex I-1   EXHIBIT A   FORM OF NOTE   $[                  ]     FOR VALUE RECEIVED, SANCHEZ ENERGY CORPORATION, a Delaware corporation, SEP HOLDINGS III, LLC, a Delaware limited liability company and SN MARQUIS LLC, a Delaware limited liability company (collectively, the “Borrowers”) hereby promises to pay to the order of [                                  ] (the “Lender”), the lesser of (i) [                              ] DOLLARS ($[                        ]) and (ii) the aggregate unpaid Loans made by the Lender pursuant to the Credit Agreement, as hereinafter defined), in lawful below, on the dates and in the amounts set forth in the Credit Agreement.  All capitalized terms used herein and not otherwise defined that are defined in the Credit Agreement have the meanings as defined in the Credit Agreement.   The Borrowers promises to pay interest on the unpaid principal amount of this   herein are entitled to the benefits and are subject to the terms of, the Credit Agreement, dated as of November       , 2012, among the Borrowers, Capital One, National Association, as Administrative Agent, and the lenders signatory thereto (including the Lender) (as the same may be amended or otherwise modified from   The obligations of the Borrowers hereunder are secured by the Security Documents (subject to the limitations contained in the Security Documents and the Credit Agreement).  The Credit Agreement, among other things, (a) provides for the making of advances by the Lender and other Lenders to the Borrowers from time to time, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, for prepayments on account of principal specified, and for limitations on the amount of interest paid such that no provision of the Credit Agreement or this Note shall require the payment or permit the collection of interest in excess of interest accruing at the Highest Lawful Rate.   The Borrowers waive grace, demand, presentment for payment, notice of dishonor hereto.   Exhibit A-1   Texas and the applicable laws of the United States of America.     SANCHEZ ENERGY CORPORATION,   a Delaware corporation           By:   Name:   Title:                       By:   Name:   Title:           SN MARQUIS LLC,             By:   Name:   Title:   Exhibit A-2   EXHIBIT B   FORM OF BORROWING REQUEST     SANCHEZ ENERGY CORPORATION, a Delaware corporation, SEP HOLDINGS III, LLC, a Delaware limited liability company and SN MARQUIS LLC, a Delaware limited liability company (collectively, the “Borrowers”), pursuant to Section 2.03 of the Credit Agreement dated as of November     , 2012 (together with all “Credit Agreement”), among the Borrowers, Capital One, National Association, as     [                        ], 20[      ];       (v)                                 Amount of Borrowing Base in effect on the date hereof is $[                        ];   (vi)                              Total Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposure) is   (vii)                           Pro forma total Credit Exposures (giving effect to the requested Borrowing) is $[                        ]; and     [                                                                                                                                            ]   [                                                                                                                                            ]   Exhibit B-1   The undersigned certifies that he/she is the [                        ] of each Co-Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrowers.  The undersigned further certifies, represents and warrants on behalf of the Borrowers that (a) the Borrowers are entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement, (b) that no Default or Event of Default exists, and (c) after giving exceed the Borrowing Base now in effect.     SANCHEZ ENERGY CORPORATION,   a Delaware corporation           By:   Name:   Title:                       By:   Name:   Title:           SN MARQUIS LLC,             By:   Name:   Title:   Exhibit B-2   EXHIBIT C       liability company (collectively, the “Borrowers”), pursuant to Section 2.04 of defined in the Credit Agreement), hereby makes an Interest Election Request as follows:   [                        ];   pursuant to this Interest Election Request is [                        ], 20[      ];[and]     [(xiii)                 [If the resulting Borrowing is a Eurodollar Borrowing]   warrants on behalf of the Borrowers that the Borrowers are entitled to receive Credit Agreement.   Exhibit C-1     SANCHEZ ENERGY CORPORATION,   a Delaware corporation   By:   Name:   Title:                       By:   Name:   Title:           SN MARQUIS LLC,             By:   Name:   Title:   Exhibit C-2   EXHIBIT D   FORM OF COMPLIANCE CERTIFICATE   The undersigned hereby certifies that he/she is the [                        ] of SANCHEZ ENERGY CORPORATION, a Delaware corporation, SEP HOLDINGS III, LLC, a liability company (collectively, the “Borrowers”), and that as such he/she is authorized to execute this certificate on behalf of the Borrowers.  With reference to the Credit Agreement dated as of November     , 2012 (together with the “Agreement”), among the Borrowers, Capital One, National Association, as otherwise specified), to my knowledge after reasonable investigation:   Borrowers contained in ARTICLE VII of the Agreement and in the Loan Documents and otherwise made in writing by or on behalf of the Borrowers pursuant to the contrary.   (b)                                 The Borrowers have performed and complied Documents required to be performed or complied with by the Borrowers prior to or   (c)                                  Since [                        ], 20[    ], condition, financial or otherwise, of the Borrowers or any Subsidiary which event].   (d)                                 There exists no Default or Event of Default [or specify Default and describe].   (e)                                  Attached hereto as Exhibit A are the detailed computations necessary to determine whether the Borrowers are in compliance with Section 8.14 and Section 9.01 as of the end of the [fiscal   EXECUTED AND DELIVERED this [            ] day of [                        ], 20[    ].   Exhibit D-1     SANCHEZ ENERGY CORPORATION,   a Delaware corporation           By:   Name:   Title:                       By:   Name:   Title:           SN MARQUIS LLC,             By:   Name:   Title:   Exhibit D-2   FINANCIAL COVENANT CALCULATION WORKSHEET   Summary of Financial Ratios Section 9.01 Financial Covenants       In Compliance? Current Ratio min. 1.0 to 1.0   Interest Coverage Ratio min. 2.5 to 1.0   Total Leverage Ratio max. 4.0 to 1.0   Senior Debt Leverage Ratio max. 2.5 to 1.0     Current Ratio     Consolidated Current Assets (including unused Commitments)   = $   =   Consolidated Current Liabilities (excluding Obligations) $   Interest Coverage Ratio     Consolidated EBITDA   = $   =   Consolidated Net Interest Expense $   Total Leverage Ratio     Total Debt   = $   =   Consolidated EBITDA $   Senior Debt Leverage Ratio     Senior Debt   = $   =   Consolidated EBITDA $   Section 8.14   [Provide details of compliance/non-compliance]         Exhibit D-3   Current Ratio Section 9.01 Financial Covenants   Consolidated Current Assets   $     (+) Unused Commitments   $     (-) Non-cash assets under FAS 133   $     Total Consolidated Current Assets   $             Consolidated Current Liabilities   $     (-) Outstanding Obligations   $     (-)Non-cash obligations under FAS 133   $     Total Consolidated Current Liabilities   $             Current Ratio         Exhibit D-4   Interest Coverage Ratio Section 9.01 Financial Covenants   Consolidated EBITDA   Q     20      Consolidated Net Income (the following to be added, without duplication and to the extent deducted (and not added back) in calculating such Consolidated Net Income)   $     (+) Consolidated Net Interest Expense   $     (+) Consolidated Income Tax Expense   $     (+) consolidated depletion and depreciation expense of the Borrowers and their Restricted Subsidiaries   $     (+) other non-cash charges to the extent not included in the foregoing   $     (-) all-non-cash income to the extent included in determining Consolidated Net Income   $     Total Consolidated EBITDA   $       Exhibit D-5   Consolidated Net Interest Expense   Q     20      Total consolidated interest expense of the Borrowers and their Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP (the following to be added, to the extent not included in such interest expense and without duplication)   $     (+) interest expense for such period attributable to Capital Lease Obligations and the interest component of any deferred payment obligations   $     (+) amortization of debt discount and debt issuance cost (provided that any amortization of bond premium will be credited to reduce Consolidated Net Interest Expense unless, pursuant to GAAP, such amortization of bond premium has otherwise reduced Consolidated Net Interest Expense)   $     (+) non-cash interest expense   $     (+) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing   $     (+) the interest expense on Debt of another Person that is guaranteed by any Co-Borrower or one of its Restricted Subsidiaries or secured by a lien on assets of any Co-Borrower or one of its Restricted Subsidiaries, to the extent such guarantee becomes payable or such lien becomes subject to foreclosure   $     (+) costs associated with interest rate obligations under Swap Agreements (including amortization of fees); provided, however, that if such interest rate obligations under Swap Agreements result in net benefits rather than costs, such benefits shall be credited to reduce Consolidated Net Interest Expense unless, pursuant to GAAP, such net benefits are otherwise reflected in Consolidated Net Income   $     (+) the consolidated interest expense of the Borrower and its Restricted   $     (+) all dividends paid or payable in cash, cash equivalents or Debt or dividends accrued during such period on any series of Disqualified Capital Stock of the Borrowers   $     (-) consolidated interest income   $     (-) write-off of deferred financing costs (and interest) attributable to Dollar-Denominated Production Payments (to the extent included above)   $     Total Consolidated Net Interest Expense   $       Interest Coverage Ratio   Exhibit D-6   Total Leverage Coverage Ratio Section 9.01 Financial Covenants   Debt (without duplication)   Q     20      (a) all obligations of the Borrowers and their Restricted Subsidiaries for borrowed money or evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments   $     (b) all obligations of the Borrowers and their Restricted Subsidiaries (whether contingent or otherwise) in respect of letters of credit, surety or other bonds and similar instruments   $     obligations of Borrowers and their Restricted Subsidiaries to pay the deferred purchase price of Property or services excluding accounts payable incurred in the ordinary course of business with respect to which no more than 90 days have elapsed since the date of invoice   $     (d) all Capital Lease Obligations of the Borrowers and their Restricted Subsidiaries   $     (e) all obligations of the Borrowers and their Restricted Subsidiaries under Synthetic Leases   $     secured by a Lien on any Property of any Co-Borrower and its Restricted Subsidiaries, whether or not such Debt is assumed by such Person   $     guaranteed by the Borrowers and their Restricted Subsidiaries or in which such Person otherwise assures a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of the lesser of the amount of such Debt and the maximum stated amount of such guarantee or assurance against loss   $     (h) all obligations or undertakings of the Borrowers and their Restricted Subsidiaries to maintain or cause to be maintained the financial position or covenants of others or to purchase the Debt or Property of others, in each case, intended as a means of credit enhancement for creditors of such others and not as a purchase and sale agreement   $     (i) all obligations the Borrowers and their Restricted Subsidiaries to deliver arrangements in the ordinary course of business   $     (j) any Debt of a partnership for which any Co-Borrower and its Restricted Subsidiaries is liable either by agreement, by operation of law or by a Governmental Requirement but only to the extent of such liability   $     (k) Disqualified Capital Stock   $     (l) the undischarged balance of any production payment created by any Co-Borrower or its Restricted Subsidiaries or for the creation of which such Person directly or indirectly received payment   $     (m) any deferred put premiums owed by any Co-Borrower or its Restricted Subsidiaries under a Swap Agreement   $     Total Debt   $       Exhibit D-7   Consolidated EBITDA   Q     20      Income)   $       $       $     Restricted Subsidiaries   $       $     Income   $     Total Consolidated EBITDA   $       Total Leverage Ratio   Exhibit D-8   Senior Debt Leverage Ratio Section 9.01 Financial Covenants   Debt   Q     20      The outstanding principal balance of the Loans under the Credit Agreement   $     (+) The deferred put premium under all Swap Agreements   $     Total Debt   $       Consolidated EBITDA   Q     20   Income)   $       $       $     Restricted Subsidiaries   $       $     Income   $     Total Consolidated EBITDA   $       Total Senior Debt Leverage Ratio   Exhibit D-9   EXHIBIT E     Reference is made to the Credit Agreement, dated as of November       , 2012 (as effect on the date hereof, the “Credit Agreement”), among SANCHEZ ENERGY CORPORATION, a Delaware corporation, SEP HOLDINGS III, LLC, a Delaware limited liability company and SN MARQUIS LLC, a Delaware limited liability company (collectively, the “Borrowers”), the Lenders named therein and Capital One, National Association, as Administrative Agent for the Lenders.  Capitalized terms defined in the Credit Agreement are used herein with the same meanings.   recourse, from the Assignor, effective as of the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the “Assigned including, without limitation, the interests set forth on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Loans owing to the Agreement.   (with a copy to the Borrowers) together with (i) if the Assignee is a Foreign     Date of Assignment:           Exhibit E-1   Facility   Principal Amount Assigned   Percentage Assigned of a percentage of the Facility and the aggregate Commitments of all Lenders thereunder)   Commitment Assigned:   $       % Loans:                               By:     Name:     Title:                               By:     Name:     Title:     Exhibit E-2     SANCHEZ ENERGY CORPORATION,   a Delaware corporation           By:   By: Name:   Name: Title:   Title:                           By:     Name:     Title:                 SN MARQUIS LLC,               By:     Name:     Title:         Exhibit E-3   EXHIBIT F-1   [FORM OF]   Purposes)   Reference is hereby made to the Credit Agreement dated as of November       , “Credit Agreement”), among Sanchez Energy Corporation, SEP Holdings III, LLC, SN Marquis LLC, Capital One, National Association, as Administrative Agent, and     preceding such payments.                   By:       Name:     Title:         Date:                            , 20[      ]       EXHIBIT F-2   [FORM OF]   Purposes)     Code].                     By:       Name:     Title:         Date:                            , 20[      ]       EXHIBIT F-3   [FORM OF]   Purposes)   2012 (as amended. supplemented or otherwise modified from time to time, the                       By:       Name:     Title:         Date:                            , 20[      ]       EXHIBIT F-4   [FORM OF]     “Credit Agreement”) among Sanchez Energy Corporation, SEP Holdings III, LLC, SN   Borrower as described in Section (c)(3)(C) of the Code.   IRS Form W-81MY accompanied by one of the following forms from each of its Form W-8BEN or (ii) an IRS Form W-81MY accompanied by an IRS Form W-8BEN from                   By:       Name:     Title:         Date:                            , 20[      ]       EXHIBIT G   FORM OF GUARANTY   GUARANTY AGREEMENT   20    , is made by each of the undersigned Restricted Subsidiaries of the Borrowers (as defined below) (each, a “Guarantor,” and collectively, the “Guarantors”), in favor of Capital One, National Association, as Administrative Agent (the “Agent”) for the benefit of the Lenders pursuant to that certain Credit Agreement dated as of November 15, 2012 (as amended, supplemented or     corporation (“Sanchez”), SEP Holdings III, LLC, a Delaware limited liability company (“SEP”) and SN Marquis LLC, a Delaware limited liability company (“SN Marquis”, together with Sanchez and SEP, the “Borrowers”, and each individually, “Co-Borrower”) in a manner and upon the terms and conditions set forth therein;   Guarantors execute a guaranty agreement guaranteeing the Obligations of the Borrowers;       severally, unconditionally and irrevocably, guarantees the punctual payment and performance when due, whether at stated maturity, as an installment, by prepayment or by demand, acceleration or otherwise, of all Obligations of each Co-Borrower heretofore or hereafter existing.  If any or all of the Obligations become due and payable under the Credit Agreement, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all expenses (including reasonable counsel fees and expenses), which reasonably may be incurred by the Agent in collecting any of the Obligations and in connection with the protection, defense and enforcement of any rights under the Credit Agreement or under any other Loan Document (the “Expenses”).  The Guarantors guarantee that the Obligations shall be paid strictly in accordance with the terms of the Credit Agreement.  The Obligations or any other person or entity or any collateral prior to any demand or other action hereunder against the Guarantors.  The Guarantors agree that, as between the Guarantors and the Agent, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other   Exhibit G-1   Obligations shall immediately become due and payable by the Guarantors for the purposes of this Guaranty and each Guarantor shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Credit Agreement without further notice or demand.  Notwithstanding anything contained herein or in the Credit Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, the maximum liability of each Guarantor hereunder shall never exceed the maximum amount that said Guarantor could pay without having such payment set aside as a fraudulent transfer or fraudulent conveyance or similar action under the U.S. Bankruptcy Code or applicable state or foreign law.   Credit Agreement or the Obligations, including any increase or decrease in the to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for the Credit Agreement or the Agreement or the Obligations; (d) without being limited by the foregoing, any lack of validity or enforceability of the Credit Agreement or the Obligations; Agreement or the transactions contemplated thereby (other than actual payment) of, any Co-Borrower or the Guarantors and (f) any claim or assertion that any payment by any Guarantor hereunder should be set aside pursuant to Section 2 in connection with any stay, injunction or other prohibition or event, in which case each Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of the maximum liability of each Guarantor hereunder in accordance with Section 2 and the recipient of such payment, if so required by a court of competent jurisdiction by a final and non-appealable judgment, shall then be liable for the refund of any excess amounts.  If any such rebate or refund is ever required, then subject to the limitations of Section 2, all other Guarantors shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law.   therein).     Exhibit G-2   dissolution, liquidation or reorganization of any Co-Borrower, any Guarantor, or similar powers with respect to any Co-Borrower, any Guarantor or any other Person that is a party to the Loan Documents, or otherwise, all as though the   the payment.   liabilities owed by any Co-Borrower to the Guarantors in connection with any account of such Co-Borrower, including but not limited to interest accruing at such Co-Borrower to the Guarantors, if the Agent so requests, shall be collected, enforced and received by the Guarantors as trustee for the Agent and shall be paid over to the Agent on account of the Obligations.   Agent.   similar laws   Exhibit G-3   affecting creditors’ rights generally; and (b) in executing and delivering this Guaranty, such Guarantor has not relied and will not rely upon any representations or warranties of the Agent not embodied herein or any acts review by the Agent of the affairs of the Borrowers).   provided by law.   account of such Guarantor at any of the Agent’s or any Lender’s offices, in U.S. notify such Guarantor thereof; provided that the Agent’s or any Lender’s failure   any Property or exhaust any right or take any action against any Co-Borrower or any other Person (including the other Guarantors) or any Collateral (it being the intention of the Agent and each Guarantor that the obligations of such Guarantor under this Guaranty are to be a guaranty of payment and not of collection) or that any Co-Borrower or any other Person (including the other Guarantors) be joined in any action hereunder.  Each Guarantor hereby waives marshaling of assets and liabilities, notice by the Agent of the creation of any Obligation or liability to which it applies or may apply, any amounts received by the Agent, notice of disposition or substitution of Collateral and of the creation, advancement, increase, existence, extension, renewal, rearrangement and/or modification of the Obligations.     Section 14.                                   Expenses.  The Guarantors shall reimburse the Agent on demand for all Expenses without duplication of any reimbursements affected under the Credit Agreement.  The obligations of the Guarantors under this Section shall survive the termination of this Guaranty.   Exhibit G-4   (b) the Agent may assign, sell participations in or otherwise transfer its rights under the Credit Agreement to any other person or entity in accordance with the terms and conditions thereof, and the other person or entity shall then become vested with all the rights granted to the Agent in this Guaranty or otherwise.  Guarantor may merge into any Co-Borrower or another Guarantor as     TEXAS WITHOUT REGARD TO ANY CHOICE-OF-LAW PROVISIONS THAT WOULD REQUIRE THE NONEXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF TEXAS SITTING IN HARRIS COUNTY, TEXAS AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF TEXAS.  SERVICE OF PROCESS BY THE AGENT IN CONNECTION WITH ANY SUCH DISPUTE SHALL BE BINDING ON EACH GUARANTOR IF SENT TO SUCH GUARANTOR BY REGISTERED MAIL AT THE ADDRESS SPECIFIED BELOW OR AS OTHERWISE SPECIFIED BY SUCH GUARANTOR FROM TIME TO TIME.  EACH GUARANTOR (AND, BY ITS ACCEPTANCE HEREOF, THE AGENT) WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL IN ANY ACTION RELATED TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FURTHER WAIVES ANY RIGHT TO INTERPOSE ANY COUNTERCLAIM RELATED TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY SUCH ACTION.  TO THE EXTENT THAT ANY GUARANTOR HAS OR ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR OTHERWISE), EACH SUCH UNDER THIS GUARANTY.   relating to the subject matter hereof.  This Guaranty shall become effective when it shall have been executed and delivered by the Guarantors to the Agent.   Exhibit G-5   Section 19.                                   Credit Agreement; Intercreditor Agreement.  To the extent there are any conflicts or inconsistencies between this Guaranty and the Credit Agreement, the provisions of the Credit Agreement will control. Notwithstanding anything herein to the contrary, the guaranty given in favor of the Agent pursuant to this Guaranty and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. If there is a conflict between the terms of the Intercreditor Agreement and this Guaranty, the terms of the Intercreditor Agreement will control.   signature page of this Guaranty by telecopy or electronic means shall be     Exhibit G-6   above written.           [By:     Name:     Title:               [                                    ]   [                                    ]]     EXHIBIT H   JOINDER   THIS JOINDER (this “Joinder”) dated as of                         , 20    , is among                                         , a                              (the “New Obligor”) and                           , a                            (“New Obligor Parent”) in favor of the Lenders (as defined in the Credit Agreement) and Capital One, National Association, as Administrative Agent for   WHEREAS, the New Obligor Parent, together with [insert names of other Co-Borrowers if New Obligor Parent is a Co-Borrower] [Sanchez Energy Corporation, a Delaware corporation, SEP Holdings III, LLC, a Delaware limited liability company and SN Marquis, LLC, a Delaware limited liability company (the “Borrowers”)](2), the Guarantors party thereto, the Lenders, the Administrative Agent (collectively, the “Original Parties”) are parties to that certain Credit Agreement dated November           , 2012 (as the same has been or may be   WHEREAS, the New Obligor Parent and the Guarantors are parties to that certain Security and Pledge Agreement, of even date with the Credit Agreement (as the   WHEREAS, the New Obligor Parent and the New Obligor are required to execute this Joinder pursuant to Section 8.16 of the Credit Agreement;   WHEREAS, the New Obligor desires to become a party to the Security Agreement as a “Debtor” and to receive all of the benefits of and to become subject to the obligations thereof as a Guarantor and Debtor, respectively;   WHEREAS, as a condition to the New Obligor becoming a party to the Security Agreement, the New Obligor Parent is required to pledge its ownership interest in the New Obligor;   NOW THEREFORE, in consideration of the benefits to be derived by the New Obligor under the Credit Agreement and as a Guarantor under the Guaranty and for Ten   1.             Terms.  Capitalized terms used in the opening paragraph, the recitals and otherwise herein and not defined have the same meaning assigned to   2.             Joinder to and Ratification of Credit Agreement and Security Agreement.  By executing and delivering this Joinder, the New Obligor hereby (i) becomes a party to the Security Agreement as a Debtor as if the New Obligor had originally signed such Security Agreement and (ii) expressly assumes all obligations and liabilities of a Debtor thereunder, as applicable.  The   (2)  To be used if the New Obligor Parent is not the Borrower.   Exhibit H-1   New Obligor hereby makes as of the date hereof each of the representations and warranties made by the Debtors in the Security Agreement except (a) any such representations and warranties that were made by the other Debtors as of an earlier specific date and (b) any such representations and warranties deemed to be made by the New Obligor are only made as to information, disclosures and matters as it relates to such New Obligor, and (c) any such representations and warranties made as to matters disclosed or set forth in a Schedule or an Annex to such documents are deemed to be made as to the corresponding Schedule or Annex attached hereto.  The New Obligor Parent hereby makes as of the date hereof each of the representations and warranties made by it in the Credit Agreement and the Security Agreement except (a) any such representations and warranties that were made with respect to the other Guarantors as of an earlier specific date and (b) any such representations and warranties deemed to be made by the New Obligor are only made as to information, disclosures and matters as it relates to such New Obligor, and (c) any such representations and warranties made as to matters disclosed or set forth in a Schedule or an Annex to such documents are deemed to be made as to the corresponding Schedule or Annex attached hereto.  After giving effect to this Joinder, the Security Agreement shall serve as security for the obligations of each New Obligor contained in the Credit Agreement.   3.             Security Interest (New Obligor).  As security for the Obligations, the New Obligor hereby grants to the Administrative Agent, for the benefit of the Lenders, to the maximum extent allowed by applicable law, a lien and security interest on all of the assets of the New Obligor described as Collateral in the Security Agreement, subject to the exclusions contained in the   4.             Security Interest (New Obligor Parent).  As security for the Obligations, the New Obligor Parent hereby grants to the Administrative Agent, for the benefit of the Lenders, to the maximum extent allowed by applicable law, a lien and security interest on all of the Securities Collateral (as defined in the Security Agreement) of the New Obligor, including, without limitation, the Equity Interests of the New Obligor owned by the New Obligor Parent and identified on Annex 3 (as updated pursuant to this Joinder) whether now held or hereafter acquired, pursuant to, and in accordance with the terms of the Security Agreement.   5.             Authorization to Take Further Action.  The New Obligor hereby authorizes the Administrative Agent to file such financing statements and any ratification thereof.   6.             Reliance.  All parties hereto acknowledge that the Administrative Agent and the Lenders are relying on this Joinder, the accuracy of the statements herein contained and the performance of the conditions placed upon the New Obligor hereunder.   7.             Delivery of Certificates; Further Assurances.  Concurrently with the execution and delivery of this Joinder, the New Obligor Parent shall deliver all membership or stock certificates, as applicable, of the New Obligor as described on Annex 3 to the Security Agreement (as updated pursuant to this Joinder) to the Administrative Agent together with related stock or membership powers, as applicable, executed in blank by the New Obligor Parent.  In addition to the foregoing, the New Obligor Parent and New Obligor shall execute   Exhibit H-2   such further documents and undertake any such measure as may be reasonably necessary to effect and carry out the terms of this Joinder and the implementation thereof.   8.             Warranties.  The New Obligor (a) represents and warrants that it is legally authorized to enter into this Joinder, (b) confirms that it has received copies of the Credit Agreement, Guaranty and the Security Agreement and all related documents, and that on the basis of its review and analysis of this information has decided to enter into this Joinder and (c) confirms that it is a Subsidiary of the Borrower that it is required to enter into this Joinder pursuant to Section 8.16 of the Credit Agreement.   9.             Updated Information.  Concurrently with this Joinder, the New Obligor is delivering a completed New Obligor Information List, attached as Schedules 7.01 and 7.14, of the Credit Agreement and Annexes 1 through 16, inclusive, of the Security Agreement, have been updated with respect to the New Obligor only by the information contained in Attachment A hereto, and, with respect to the New Obligor only, are true, accurate and complete representations of the information described and referenced in the corresponding sections of the Credit Agreement and Security Agreement, as applicable, after giving effect to this Joinder.   10.          Choice of Law.  This Joinder shall be governed by and construed   11.          Ratification.  Except as modified hereby, the Credit Agreement and the Security Agreement remain in full force and effect according to their terms.   12.          Effectiveness.  Upon execution of this Joinder by the New Obligor, this Joinder shall become immediately effective and enforceable as to the New Obligor.     Exhibit H-3   provisions contained herein effective as of                                 , 20    .     NEW OBLIGOR: , a   By: Name: Title:   NEW OBLIGOR PARENT: , a   By:                         Name:                    Title:   ADMINISTRATIVE AGENT:   By:                         Name:                    Title:   Exhibit H-4   Acknowledged for purposes of Section 9:   BORROWERS:     SANCHEZ ENERGY CORPORATION, a Delaware corporation     By:     Name:     Title:             By:     Name:     Title:         SN MARQUIS LLC,     By:     Name:     Title:       Exhibit H-5   ATTACHMENT A ADDITIONAL INFORMATION REGARDING THE NEW OBLIGOR   1.             The following Schedules as described in the Credit Agreement:   Schedule 7.01       Organization; Powers Schedule 7.14       Subsidiaries   2.             The following Annexes as described in the Security Agreement:   Annex 1   Intellectual Property Licenses Annex 2   Patent Collateral Annex 3   Securities Collateral Annex 4   Trademark Collateral Annex 5   Filing Offices Annex 6   Debtor Information Annex 7   Previous Names and Transactions Annex 8   Annex 9   Annex 10   Deposit Accounts Annex 11   Annex 12   Annex 13   Electronic Chattel Paper Annex 14   Letters of Credit Annex 15   Commercial Tort Claims Annex 16   Third Party Locations   Exhibit H-6   Entity Documents   Corporation:    Filed Articles of Incorporation/Amendments and Bylaws/Resolutions with Incumbency Certificate Partnership:     Partnership Agreement and filed/recorded Certificate of Partnership Limited Liability Company (LLC):    Article of Organization and Operating Agreement/Member or Manager Consent with Incumbency Certificate Limited Liability Partnership (LLP):    Certificate of registered partnership and partnership agreement Fictitious Name Filing:    Trade Name-Entities doing business under fictitious name; if applicable   Exhibit H-7   SCHEDULE 7.01   CORPORATE ORGANIZATIONAL CHART   [g274061kc31i001.jpg]   Schedule 7.01-1   SCHEDULE 7.05   LITIGATION   None.   Schedule 7.05-1   SCHEDULE 7.14   SUBSIDIARIES   Name of Subsidiary   Ownership Interest of the Borrower   100% Membership Interest held by Sanchez Energy Corporation       SN Marquis LLC     Schedule 7.14-1   SCHEDULE 7.16   TITLE EXCEPTIONS TO PROPERTIES   None.   Schedule 7.16-1   SCHEDULE 7.18   GAS IMBALANCES   None.   Schedule 7.18-1   SCHEDULE 7.19   MARKETING CONTRACTS   None.   Schedule 7.19-1   SCHEDULE 7.20   SWAP AGREEMENTS   Shell Energy North America (US), L.P. with SEP Holdings III, LLC   ·                  Master Swap Agreement dated as of June 8, 2012   ·                  Confirmation for Commodity Option Transaction dated April 5, 2012, Transaction No: 5923850, as revised   2012, Transaction No: 5923852, as revised   Schedule 7.20-1   SCHEDULE 7.26   PURCHASERS OF PRODUCTION   Purchaser Name   Contract Type   County(ies)           Gulfmark Energy, Inc   Oil Purchase   Fayette P O box 844, Houston, TX 77001                   Flint Hills Resources, LP   Oil Purchase   Zavala 20 East Greenway Plaza, Houston 77046-2002                   Enterprise Crude Oil, LLC   Oil Purchase   Zavala 1100 Louisiana, Houston, TX 77002                   ETC Texas Pipeline, Ltd   Gas Purchase and Process   Zavala 800 East Sonterra Blvd, Ste 400, San Antonio, TX 78258                   Marathon Oil Company   Oil and Gas JOA   Gonzales 5555 San Felipe Street, Houston, TX 77056           Schedule 7.26-1   SCHEDULE 9.02   EXISTING DEBT   None.   Schedule 9.02-1   SCHEDULE 9.03   LIENS   None.   Schedule 9.03-1   SCHEDULE 9.05   INVESTMENTS   None.   Schedule 9.05-1   SCHEDULE 9.17   EXISTING SHELL SWAP AGREEMENTS   1.                                      Master Swap Agreement dated as of June 8, 2012 between SEP Holdings III, LLC and Shell Energy North America (US), L.P.   2.             Confirmation for Commodity Option Transaction dated April 5, 2012, Transaction No: 5923850 - Revised between SEP Holdings III, LLC and Shell Energy North America (US), L.P.   3.             Confirmation for Commodity Option Transaction dated April 5, 2012, Transaction No: 5923852 - Revised between SEP Holdings III, LLC and Shell   Schedule 9.17-1

Exhibit 10.1 EXECUTION VERSION         EMPLOYMENT AGREEMENT This AGREEMENT, dated as of July 8, 2013 (the “Agreement”), between Parkway Properties, Inc. (the “Company”), and James Heistand (the “Executive”). WHEREAS, the Company desires to employ the Executive as the Company’s President and Chief Executive Officer, on the terms and conditions set forth herein; WHEREAS, the Company and the Executive desire to replace in its entirety that certain Change in Control Agreement by and between the Company and the Executive, dated as of May 17, 2011 (the “CIC Agreement”), which CIC Agreement shall hereafter cease to be of further force and effect; and 1. Effective Date and Term; Termination of the CIC Agreement. The Executive shall be employed by the Company for the period commencing as of the date hereof (the “Initial Term”), provided that such period may be extended by mutual agreement of the parties hereto on or before the third anniversary of the Effective Date for up to an additional three (3) years (the Initial Term and any such agreed upon extension, the “Term”). From and after the Effective Date, the CIC Agreement shall terminate and will cease to have any further force and effect. (a) During the Term, the Executive shall serve as the Company’s President and Chief Executive Officer, and shall also serve as a director on the Company’s Board of Directors (the “Board”). The Executive shall report to the Board and shall have such duties and responsibilities as are consistent with the Executive’s position and as may be assigned by the Board from time to time. During the Term, the Executive shall be subject to, and shall act in accordance policies and rules of the Company. Executive’s services hereunder, provided that nothing herein shall preclude the Executive from managing his personal, financial and legal affairs, or prevent the Executive’s from engaging in other civic and charitable activities, including the Executive’s service as a member of the board of directors of United Legacy Bank, so long as such activities do not interfere with the hereunder. 3. Compensation. at the rate of $600,000 per annum (the “Base Salary”), payable in regular Committee. Annual Bonus opportunity of one hundred and forty percent (140%) of Base Salary (the “Target Bonus”); provided, that the Annual Bonus actually paid in any fiscal year shall be determined by the Board or the Committee based upon the to time. The Annual Bonus shall be paid no later than two and one-half (2.5) months following the end of the fiscal year to which such Annual Bonus relates, subject to the Executive’s continued employment with the Company on the applicable payment date, except as otherwise provided in Sections 6(a) and 6(b). Executive shall be eligible to receive an annual grant of restricted stock units (“RSUs”) and Profits Interest Units (LTIP Units), as set forth in Section 12(c) of the Plan (“Profits Interest Units”), and/or such other awards as the Board or (1) 2013 Additional Grant. The Executive shall receive an additional grant, subject to the terms and conditions of the Plan as such may be modified by this Agreement, of 100,000 RSUs and 100,000 Profits Interest Units (such RSUs and Profits Interest Units, the “2013 Additional Grant”). The RSU portion of the 2013 Additional Grant shall be subject to time-based vesting, with thirty-three percent (33%) vesting on each of the first, second and third anniversaries of the grant date, subject to Executive’s continued employment on each applicable vesting date. The Profits Interest Units portion of the 2013 Additional Grant shall be subject to performance-based vesting based on the achievement of TSR Value (as such term is defined in the applicable award agreement) over a three year   2 performance period, commencing on the grant date, with fifty percent (50%) to one hundred percent (100%) vesting if TSR Value represents an increase from the Baseline Price (as such term is defined in the applicable award agreement and based upon the fifteen (15) trading day trailing average market closing price of the Company’s shares over the period ending on the grant date) ranging from, and including, a twenty-four percent (24%) increase to a forty-two percent (42%) increase, determined on a straight line pro rata interpolation based on the actual increase over Baseline Price represented by the TSR Value within the specified increase range; provided that no more than one hundred percent (100%) of the Profits Interest Units can fully vest. (2) Accelerated Vesting. (A) In addition to any rights the Executive may have under the Plan, to the extent unvested as of a Change in Control, all of the Executive’s outstanding equity or equity-based awards (e.g. RSUs, Profits Interest Units, Options) that are subject to time-based vesting (including without limitation any stock options with time-based vesting) as well as the Profits Interest Units portion of the 2013 Additional Grant, subject to performance based vesting, will immediately vest and be paid in full upon the occurrence of a Change in Control. (B) With respect to the Executive’s award of Profits Interest Units (the “March 2 Units”) pursuant to the Profits Interest Units (LTIP Units) Agreement by and between Parkway Properties LP and the Executive, dated as of March 2, 2103 (the “March 2 LTIP Agreement”), in addition to the vesting provisions set forth in Section 2 of the March 2 LTIP Agreement, in the event of a Change in Control, as such term is defined under the Plan, during the Performance Period, the Participant shall be eligible to Fully Vest in a number of March 2 Units the March 2 LTIP Agreement by a percentage ranging from zero to one hundred percent (100%) based on the level at which TSR Value has been attained during the Performance Period through such Change in Control, determined as follows: if, as of the date of such Change in Control, TSR Value represents an increase from the Baseline Price ranging from (and including) the Minimum Change in Control TSR Percentage to the Maximum Change in Control TSR Percentage, a number of March 2 Units shall Fully Vest equal to the product obtained by multiplying (i) the Total Profits Interest Units, times (ii) a percentage ranging from fifty rata interpolation based on the actual increase over the Baseline Price represented by the TSR Value within the specified increase range, it being understood that TSR Value representing an increase over the Baseline Price of more than the Maximum Change in Control TSR Percentage shall be counted as TSR Value representing a Maximum Change in Control TSR Percentage increase over Baseline Price for purposes of this calculation (such that no more than one   3 Change in Control TSR Percentage, no March 2 Units shall Fully Vest. March 2 Units that do not Fully Vest as of such Change in Control shall be forfeited, and the Executive will cease to have any rights with respect thereto. For purposes of this Section 3(c)(2)(B), (x) “TSR Value,” “Performance Period,” “Baseline Price,” “Total Profits Interest Units” and “Fully Vest” shall have the meanings ascribed to such terms in the March 2 LTIP Agreement, (y) “Maximum Change in Control TSR Percentage” means the number, expressed as a percentage, equal to the product obtained by multiplying (i) 42 by (ii) (1) the number of days in the Performance Period through and including the date of such Change in Control, divided by (2) 1,096, and (z) “Minimum Change in Control TSR Percentage” means the number, expressed as a percentage, equal to the product obtained by multiplying (i) 24 by (ii) (1) the number of days in the Performance Period through and including the date of such Change in Control, divided by (2) 1,096. permitted under Section 409A of the Code without the imposition of a penalty, the awards shall immediately vest in full, but be paid on the original payment schedule set forth in such award. (b) The Executive shall be entitled to no fewer than twenty-five (25) days per full year of vacation, subject to the terms and conditions of the Company’s (c) The Company shall reimburse the Executive for all reasonable business and entertainment expenses incurred by the Executive in furthering the goals of the Company, subject to the Executive’s provision of documentation as the Board or the Committee may reasonably request. the following circumstances.   4 Executive in willful or reckless conduct, if such conduct is done or omitted to be done by the Executive not in good faith, and is materially injurious to the Company monetarily or otherwise, (iii) the Executive’s conviction of, or pleading of guilty or nolo contendere to, a felony, (iv) the commission or omission of any act by the Executive that is materially detrimental to the best interests of the Company and that constitutes common law fraud or a violation of applicable law, or (v) the Executive’s breach of any material provision of this Agreement (including the Restrictive Covenants). Notwithstanding the foregoing, the Term and the Executive’s employment shall not be deemed to have been terminated for Cause unless the Company shall have given the Executive (A) written notice setting forth the reasons for the Company’s intention to terminate the Executive’s employment for Cause, and (B) a reasonable opportunity, not to exceed thirty (30) days, to cure such failure, to the extent reasonably susceptible to cure. responsibilities, including without limitation, the Company’s failure to reappoint the Executive to the position(s) of President and Chief Executive Officer or to nominate and re-elect the Executive to the Board; (iii) the Company’s material breach of any other material provision of this Agreement, or (iv) a change of the Executive’s principal place of employment to a location more than fifty (50) miles from such principal place of employment as of the Effective Date. The Executive shall not have Good Reason to terminate the Term and his employment unless the Company shall have been given (A) a Notice of Termination setting forth the reasons for the Executive asserting Good Reason, and (B) a reasonable opportunity, not to exceed thirty (30) days, to cure such failure. In addition to the foregoing, in the event of a Change in Control, Good Reason shall mean the Executive resigning, for any reason or no reason at all, within the thirty (30) day window commencing on the date that is six (6) months following the closing of such Change in Control transaction.   5 terminates as a result of the Executive’s death or Disability other than within the two (2) year period following a Change in Control, the Company shall pay to the Executive, within thirty (30) days following the date of termination of employment, (i) any unpaid Base Salary accrued through the date of termination and any accrued but unpaid vacation pay (collectively, the “Accrued Amounts”), and (ii) any earned but unpaid Annual Bonus for the preceding fiscal year (without regard to whether the Executive is employed on the date such Annual Bonus is paid). the Executive’s employment hereunder without Cause (which shall include the Company’s election not to renew and/or extend the Agreement where the Executive is willing to extend the Term, as provided in Section 1, on the Agreement’s existing terms and the Executive is employed through the remainder of the then-current Term, it being understood that Sections 5 and 6 shall continue to apply in accordance with their terms and it being understood that following the end of the then-current tern, the Executive’s employment shall have terminated), or the Executive terminates his employment hereunder for Good Reason, in each case other than within the two (2) year period following a Change in Control, the Executive shall be entitled to (i) within thirty (30) days following the date of termination of employment, the Accrued Amounts; (ii) any earned but unpaid Annual Bonus for the preceding fiscal year on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iii) an amount equal to the sum of (A) eighteen (18) months of the Executive’s Base Salary and (B) one and one half (1.5) times the Executive’s then current Target Bonus, payable in equal (the “Severance Period”) in accordance with the Company’s customary payroll practices; (iv) an additional eighteen (18) months’ time-based vesting credit on any   6 outstanding equity or equity-based awards; (v) elect to continue coverage for himself and any of his eligible dependents (but in no event for more than 18 months after the date of the Executive’s termination of employment) under the Company’s group health plans pursuant to the continuation of coverage provisions contained in Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, and the Executive’s premiums for such coverage shall be no greater than that charged by the Company generally to its active executive employees for coverage under such plans (the “Health Continuation Benefit”); and (the “Declared Cash Bonus”) that would otherwise have been paid within eighteen (18) months following the date of termination, to be paid within thirty Covenants”), provided that to the extent the Executive inadvertently breaches any of the Restrictive Covenants set forth in Sections 7 and 9(a) hereof and such breach is reasonably susceptible to cure, the Executive shall be given a reasonable opportunity, not to exceed ten (10) days, to cure such breach (the conditions in (x) and (y), the “Conditions”). The Executive shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6(b), regardless of the time that would otherwise remain in the Term had the Term not been terminated hereunder. (c) Without Cause, For Good Reason or Death or Disability Following a Change in Control or a Termination in Anticipation of a Change in Control. In lieu of the payments and benefits described in Sections 6(a) and 6(b) above, in the event Executive for Good Reason, or as a result of the Executive’s death or Disability, in each case within the two (2) year period following a Change in Control, or if there is a Termination in Anticipation of a Change in Control (any such termination, a “CIC Termination”), the Executive shall be entitled to (i) the Accrued Amounts, payable within thirty (30) days following termination of employment, (ii) the Health Continuation Benefit, (iii) an amount equal to two and nine-tenths (2.9) times the sum of the Executive’s Base Salary and then current Target Bonus, payable (A) in a lump sum within forty (40) days following the date of such CIC Termination in the event of a Change in Control that constitutes a 409A Change in Control, or (B) in equal installments over the Severance Period in accordance with the Company’s customary payroll practices in the event of a Change in Control that does not constitute a 409A Change in Control, and (iv) the remainder of any Declared Cash Bonus that would otherwise have been paid had the Executive’s employment not terminated, paid within thirty (30) days following the date of such CIC Termination subject in each case to the Executive’s compliance with the Conditions. For purposes of this Agreement:   7 Plan, and shall be inclusive of a 409A Change in Control; provided, that, notwithstanding anything to the contrary in the Plan, for purposes of this Agreement (including without limitation Sections 3(c)(2) and 6 hereof) the Executive shall be counted for purposes of determining whether a Change of Control has occurred pursuant to Section 15(b)(i)(D) of the Plan if and only if, within the 12-month period commencing on the date of consummation of a transaction that results in all TPG Nominated Directors ceasing to be members of the Board, (x) the Executive’s employment is terminated hereunder by the Company without Cause, and (y) the TPG Nominated Directors all cease to be members of the Board. (3) “Termination in Anticipation of a Change in Control” shall mean termination for Good Reason within the ninety (90) day period prior to the consummation of a Change in Control. extent required by Section 4980B of the United States Internal Revenue Code of Security Act of 1974, as amended (which provisions are commonly known as COBRA), the Company shall have no additional obligations under this Agreement, and the (including vesting) hereunder. 7. Confidentiality. “Confidential Information” shall mean all information of the Company and its affiliates which is not generally known to the public,   8 customer lists or customers’ or trade secrets, and including any information which would not have been generally known to the public but for disclosure by the Executive in breach of his obligations hereunder; provided, that Confidential Information shall not include any information required by law to be disclosed; provided, however, that the Executive gave prompt written notice to the Company of such requirement, discloses no more information than is so required, and cooperates with any attempts by the Company to obtain a protective possession. agrees, during the Term and thereafter, to prevent the then-current members of the Board from defaming or disparaging the Executive. The Executive hereby their directors, members, officers or employees. The Company hereby agrees to cooperate with the Executive in refuting any defamatory or disparaging remarks made by any third party in respect of the Executive.   9 Term and for a period thereafter of (i) eighteen (18) months in the event of any termination other than a CIC Termination, or (ii) two (2) years in the event of a CIC Termination, solicit or hire or attempt to solicit or hire, as applicable, (A) any customer or supplier of the Company or its affiliates in connection with a Competitor or to terminate or alter in a manner adverse to the Company or its affiliates such customer’s or supplier’s relationship with the Company or its affiliates, or (B) any employee, consultant or individual who was an employee or consultant within the six (6) month period immediately prior thereto to terminate or otherwise alter his or her relationship with the Company or any of its affiliates. 11. 280G. the meaning of Section 280G of the Code and would, but for this Section 11 be Tax).   10 Section 11. the Executive, as and to the extent required by the Company’s clawback policy as may be in effect from time to time during the Term and applicable law. 13. Miscellaneous.   390 North Orange Avenue Suite 2400 Orlando, FL 32801 390 North Orange Avenue Suite 2400 Orlando, FL 32801 Attention: Jeremy Dorsett One Liberty Plaza Attention: Michael Albano James Heistand                                                                                                                                                                                       others.   11 termination thereof (including, without limitation, the CIC Agreement). Agreement.   12 of law. provision hereof. “termination of the Term” or like terms shall mean “separation from service.” forth in, US Treasury Regulation Section 1.409A-1(h) or any successor provision Executive is a “specified employee” (within the   13 provision thereto), then with regard to any payment or the provision of any benefit that is subject to this section (whether under this Agreement, or pursuant to any other agreement with or plan, program, payroll practice of the Company) and is due upon or as a result of the Executive’s separation from service, such payment or benefit shall not be made or provided, to the extent making or providing such payment or benefit would result in additional taxes or interest under Section 409A of the Code, until the date which is the earlier of Period”) and this Agreement and each such agreement, plan, program, or payroll practice shall hereby be deemed amended accordingly. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section   14 first written above.     EXECUTIVE   /s/ James Heistand   Name: James Heistand   PARKWAY PROPERTIES, INC.     Name: M. Jayson Lipsey   Title: Executive Vice President and Chief Operating Officer     Name: Jeremy R. Dorsett   Title: Executive Vice President and General Counsel   15

DECHERT LLP 1treet, N.W. Washington, D.C.20006 (202) 261-3300 October 31, 2014 VIA ELECTRONIC TRANSMISSION U.S. Securities and Exchange Commission Division of Investment Management treet, N.E. Washington, D.C.20549 Re:Brown Advisory Funds File Nos. 333-181202 and 811-22708 Ladies and Gentlemen: Enclosed for filing on behalf of Brown Advisory Funds (the “Trust”), pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “1933 Act”) and the Investment Company Act of 1940, as amended, is Post-Effective Amendment No. 22 to the Trust’s Registration Statement on Form N-1A with respect to each of the Trust’s separate investment series: Brown Advisory Growth Equity Fund; Brown Advisory Equity Income Fund; Brown Advisory Value Equity Fund; Brown Advisory Flexible Equity Fund; Brown Advisory Small-Cap Growth Fund; Brown Advisory Small-Cap Fundamental Value Fund; Brown Advisory Opportunity Fund Brown Advisory Maryland Bond Fund; Brown Advisory Intermediate Income Fund; Brown Advisory Strategic Bond Fund; Brown Advisory Sustainable Growth Fund; Brown Advisory Tax Exempt Bond Fund; Brown Advisory-SomersetEmerging Markets Fund; Brown Advisory-WMC Strategic European Equity Fund; Brown Advisory Mortgage Securities Fund; Brown Advisory-WMC Japan Alpha Opportunities Fund; Brown Advisory Total Return Fund; Brown Advisory Multi-Strategy Fund and Brown Advisory Emerging Markets Small-Cap Fund (the “Funds”). This filing is being made for the purposes of: (1) updating the financial information in the Registration Statement for certain of the Funds; (2) filing required exhibits to the Registration Statement; (3) incorporating comments received from the Staff in connection with Post-Effective Amendment No. 21 which was previously filed by the Trust; and (4) making such non-material and updating changes as the Trust deems necessary and appropriate in order to update the disclosure in the Registration Statement. The Trust has indicated on the cover page of the filing that the filing is to become effective immediately upon filing on October 31, 2014 pursuant to Rule 485(b). We hereby represent on behalf of the Trust that this Post-Effective Amendment No. 22 does not contain disclosures that would render it ineligible to become effective pursuant to Rule 485(b). Please do not hesitate to contact the undersigned at (202) 261-3364 or Stephen T. Cohen at (202) 261-3304 if you have any questions or comments regarding this filing. Very truly yours, /s/ Patrick W.D. Turley

OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response 2.50 SEC File Number 33-19961 CUSIP Number 90348E 10 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 12b-25 Notification of Late Filing (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended December 31, 2009 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the transition period ended If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: PART I - REGISTRANT INFORMATION ubroadcast, inc. Full Name of Registrant Former Name, if Applicable 1666 Garnet Avenue, Suite 312 Address of Principal Executive Office (Street and Number) San Diego, California 92109 City, State and Zip Code PART II - RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12-b25(b), the following should be completed. (Check appropriate box). (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [X] (b) The subject annual report, semi-annual report, transition report on Forms 10-K, 20-F, 11-K, Form N-SAR, Form N-CSR, or portion thereof, will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III - NARRATIVE State below in reasonable detail the reasons why the Form 10-K, 10-KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof, could not be filed within the prescribed time period. Registrant is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the period ended December 31, 2009, by the prescribed filing due date, inasmuch as Registrant has not completed its financial statements that are to be audited and included in the Form 10-K. PART IV - OTHER INFORMATION 1. Name and telephone number of person to contact in regard to this notification. Jason Sunstein 352-6975 (Name) (Area Code) (Telephone Number) 2. Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s)) been filed? If the answer is no, identify report(s). [X] Yes [ ] No 3. Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannon be made. During 2009, Registrant derived approximately $430,000 in revenues from its operations, compared to approximately $30,000 for 2008.Registrant does not expect that other operating results will differ from the prior period. -2- UBROADCAST, INC. (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: Mach 31, 2010.

Title: [AK] Boyfriend was unexpectedly terminated for "not adhering to his schedule" despite the employer not notifying him his schedule had changed. They also did not pay him his final paycheck. Answer #1: &gt; There are a few reasons why this whole thing just seems...weird to me. In all likelihood, you don't have the whole story.Answer #2: Department of labor for the missing pay.

Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE: CONTACT: Titanium Metals Corporation John A. St. Wrba 5reeway, Suite 1700 Vice President and Treasurer Dallas, Texas 75240 (972) 233-1700 TIMET REPORTS SECOND QUARTER 2009 RESULTS DALLAS, TEXAS August 4, 2009 Titanium Metals Corporation (“TIMET” or the “Company”) (NYSE: TIE) reported net income attributable to common stockholders of $8.6 million, or $0.05 per diluted share, for the quarter ended June 30, 2009, compared to $47.3 million, or $0.26 per diluted share, for the quarter ended June 30, 2008. The Company’s net sales were $205.7 million for the second quarter of 2009 compared to $297.3 million for the second quarter of 2008, a decrease of 31% principally resulting from lower volumes and average selling prices.Average selling prices are lower due to competitive pricing pressures resulting from lower demand for titanium products and declines in raw material costs, primarily titanium scrap, which have contributed to lower selling prices for certain products under long-term customer agreements, in part due to raw material indexed pricing adjustments included in certain of these agreements.Although the Company believes the long-term global outlook for titanium is favorable, recent adjustments to production schedules for Boeing and Airbus, delays in the completion of testing and development of the Boeing 787 and a weak global economy are expected to continue to impact customer inventory levels, product demand and product selling prices until commercial aerospace production schedules stabilize and global economic conditions improve. Operating income of $15.6 million for the second quarter of 2009 was down from $68.8 million for the same period in 2008, primarily reflecting the effects of lower volumes and average selling prices for melted and mill products.In addition, the favorable impacts from declining raw material costs, primarily titanium scrap, on the Company’s gross margins were largely offset by higher per-unit overhead costs resulting from lower production volumes, as well as unabsorbed overhead and other fixed production costs charged directly to cost of sales for certain manufacturing operations in the second quarter of 2009, as a result of low utilization of production capacity. Bobby D. O’Brien, President, said, “The global economy, along with excess inventories and declining demand within the commercial aerospace industry, continue to provide challenges for our business and the entire titanium industry. During 2009, our operating flexibility has allowed us to efficiently scale our operating levels and cost structure in response to reduced demand, which has contributed to our positive operating income, operating cash flows and strong financial position.Our management team remains intently focused on maintaining TIMET’s cost-efficiency throughout the current demand cycle through careful management of production rates, global workforce and costs. “It is difficult to predict when demand for our products will improve due to uncertainties related to global economic conditions and the outcome of current aircraft development challenges faced by major commercial aircraft manufacturers.While visibility is limited regarding the potential severity and duration of the current economic downturn, in July 2009, The Airline Monitor, a leading aerospace publication, updated its forecast for commercial aircraft deliveries.The updated forecast continues to predict record delivery levels over the next five years and thereafter, supporting our belief that long-term industry-wide demand will be strong for the foreseeable future.We remain confident that TIMET’s flexible operating structure and financial strength will continue to allow us to fully serve our customers and realize significant long-term growth and earnings potential.Our ongoing efforts and initiatives have allowed us to maintain flexibility in this environment while maintaining positive cash flow with no indebtedness and cash and borrowing availability under our bank credit agreements of approximately $324 million.” The statements contained in this release that are not historical fact are forward-looking statements that represent TIMET management’s beliefs and assumptions based on currently available information.Forward-looking statements can generally be identified by the use of words such as “believes,” “intends,” “may,” “will,” “looks,” “should,” “could,” “anticipates,” “expects” or comparable terminology or by discussions of strategies or trends.Although TIMET believes that the expectations reflected in such forward-looking statements are reasonable, it does not know if these expectations will prove to be correct.Such statements by their nature involve substantial risks and uncertainties that could significantly affect expected results.Actual future results could differ materially from those described in such forward-looking statements, and TIMET disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.Among the factors that could cause actual results to differ materially are the risks and uncertainties discussed in this release, including risks and uncertainties in those portions referenced above and those described from time to time in our other filings with the SEC which include, but are not limited to: · the cyclicality of the commercial aerospace industry; · the performance of aerospace manufacturers and TIMET under long-term agreements; · the existence or renewal of certain long-term agreements; · the difficulty in forecasting demand for titanium products; · global economic and political conditions; · global production capacity for titanium; · changes in product pricing and costs; · the impact of long-term contracts with vendors on TIMET’s ability to reduce or increase supply; · the possibility of labor disruptions; · fluctuations in currency exchange rates; · fluctuations in the market price of marketable securities; · uncertainties associated with new product or new market development; · the availability of raw materials and services; · changes in raw material prices and other operating costs (including energy costs); · possible disruption of business or increases in the cost of doing business resulting from terrorist activities or global conflicts; · competitive products and strategies; and · other risks and uncertainties. Should one or more of these risks materialize (or the consequences of such a development worsen), or should the underlying assumptions prove incorrect, actual results could differ materially from those forecasted or expected. TIMET, headquartered in Dallas, Texas, is a leading worldwide producer of titanium metal products.Information on TIMET is available on its website at www.timet.com. ····· TITANIUM METALS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share and product shipment data) Three months ended June 30, Six months ended

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A (Amendment No. ) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 STEEL EXCEL INC. (Exact name of registrant as specified in its charter) Delaware 94-2748530 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1133 Westchester Avenue, Suite N222, White Plains, New York (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section12(b) of the Act: Title of each class to be so registered Name of each exchange on which each class is to be registered Common Stock, $0.001 par value Preferred Stock Purchase Rights The NASDAQ Stock Market LLC The NASDAQ Stock Market LLC If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o Securities Act registration statement file number to which this form relates: Not applicable Securities to be registered pursuant to Section 12(g) of the Act: Not applicable. (Title of Class) Item 1. Description of Registrant’s Securities to be Registered. The description of the common stock of Steel Excel Inc., a Delaware corporation (the “Company”) set forth under the caption “Description of the Company’s Capital Stock” in the Company’s Information Statement on Schedule 14C (File No. 000-15071) (the “Information Statement”), originally filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2015, is hereby incorporated by reference herein. The description of the Preferred Stock Purchase Rights is contained in Form 8-A12G (File No. 000-15071) filed with the SEC on December 22, 2011, which description is amended by the description contained in the Information Statement and is hereby incorporated by reference herein. Item 2. Exhibits. Pursuant to the Instructions as to Exhibits for this registration statement on Form8-A, no exhibits are required to be filed because no other securities of the Company are registered on The NASDAQ Stock Market LLC and the securities registered hereby are not being registered pursuant to Section12(g) of the Securities Exchange Act of 1934, as amended. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 6, 2015 STEEL EXCEL INC. By: /s/ Jack L. Howard Jack L. Howard Vice Chairman

Title: I'm a nurse in America and my company wants to discharge a Pt because they don't "make enoughn money" off of the patient. Is this legal? Question:I'm a home health nurse and for a while my boss has been wanting to discharge one of my patients because they aren't making money off of the patient. The type of insurance my patient has, my company has to supply the supplies for the wound and for a while my boss has made comments about getting rid of him because of the price of his supplies. For example one small box of his supplies costs around $600. And my boss says he is not worth keeping as a patient because they have to spend too much money on him and they aren't making any money off of him. She told me that at the start of the year she was going to work hard to get rid of him. I don't think this is right at all and am thinking of recording her the next time I go to get some of my patients supplies just in case. Is this legal for them to do? What can I or the patient do if they actually discharge him because of this? Answer #1: This is a lot more complicated than the other comments imply. Home healthcare licensing in Texas requires conformity to federal home health regulations, specifically [42 CFR § 484](https://www.ecfr.gov/cgi-bin/text-idx?SID=26a7f4d445ef7a3d99ca4da856edabfc&amp;mc=true&amp;node=pt42.5.484&amp;rgn=div5#se42.5.484_150), which limits when a patient may be discharged. "Unable to pay for services" is a valid reason but "not profitable enough" is not. This is outside my wheelhouse so I can't say exactly where that line is drawn, but it's worth passing it to the experts for a looskie. I'd reckon your best bet would be Texas Health and Human Services' complaint office. Not sure if they take complaints anonymously.Answer #2: I would file a complaint with Texas Health &amp; Human Services at their hotline 1-800-458-9858. You can submit the complaint anonymously if you want to. I'd also recommend contacting your local Ombudsman's office as they can assist you as well with filing a complaint if you want another layer of anonymity. This is against regulations related to discharging residents. Please make sure however you submit the complaint that you provide as many details of time/day/location/resident's name as you can because the more specific you are, the better it can be investigated, although be prepared that they may not be able to act unless or until your boss actually discharges the man.Answer #3: The real issue is the insurance not compensating enough. The insurance companies control so much and they’ll take advantage of smaller entities. While it may seem like your boss is being unethical or flat out not caring, he or she may just want to be able to continue taking care of the patients that they can make money on and therefore continue providing services to.

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT 2016, is entered into between Curis, Inc., a Delaware corporation (the “Company”), and Aurigene Discovery Technologies Limited, a company organized under the laws of India (the “Purchaser”). BACKGROUND WHEREAS, the Company has agreed to issue to the Purchaser 10,208,333 shares (the “Initial Shares”) of the Company’s Common Stock, $0.01 par value per share (“Common Stock”) and has granted an option to purchase Top-Up Shares (as defined in the Purchase Agreement (defined below), and together with the Initial Shares, the “Shares”), each on the terms and subject to the conditions set forth in that certain Common Stock Purchase Agreement, dated as of September 7, 2016 (the “Purchase Agreement”), by and between the Company and the Purchaser, as consideration under that certain First Amendment to Collaboration, License and Option Agreement dated as of September 7, 2016; and WHEREAS, the Company and the Purchaser desire to provide for certain arrangements with respect to the registration of the Registrable Securities (as Act”). in this Agreement, the parties hereto agree as follows: (a)    “Person” means an individual, corporation, partnership, joint venture, (b)    “Prospectus” means (i) the prospectus included in any Registration Statement contemplated by this Agreement, as amended or supplemented by any Securities Act. (c)    “Registrable Securities” means (a) the Initial Shares, (b) the Top-Up Shares, if and at such time as such Top-Up Shares are issued to Purchaser pursuant to the terms of the Purchase Agreement, and (c) any shares of Common which all of the applicable conditions of Rule 144 promulgated under the Securities Act (or any similar provisions then in force) under the Securities such securities shall have ceased to be outstanding. (d)    “Registration Statement” means any registration statement of the Company (e)    “SEC” means the U.S. Securities and Exchange Commission. (a)        Resale Registration Statement. The Company, after each Closing Date (as such term is defined in the Purchase Agreement) and, in any event, on or prior to the ninetieth (90th) day following such Closing Date (and if such day falls on a Saturday, a Sunday or a national holiday, then the next business day thereafter) (the “Filing Deadline”), shall prepare and file with the SEC a Company, on such form of Registration Statement as is then available to effect a registration for resale of all of the Registrable Securities on a continuous basis by means of a shelf registration), covering the resale of all of the Registrable Securities relating to the shares issued on such Closing Date (the “Resale Registration Statement”); provided, however, that if the Filing Deadline shall fall during a period that the Company may not file a registration statement under the Securities Act until such time as it files with the SEC its updated financial statements, then the Filing Deadline shall be no later than twenty (20) days after the filing date of such updated financial statements with the SEC. Subject to Section 4(c), the registration of the Resale Registration Statement pursuant to this Section 2(a) shall be effected by means of a shelf registration on a delayed or continuous basis in accordance with the provisions of Rule 415 promulgated under the Securities Act (“Rule 415”). (i)    At any time after six (6) months after the date of issuance of the Initial Shares or Top-up Shares, as applicable, the Purchaser may request registration under the Securities Act of all or any portion of its Registrable Securities on a Form S-3 registration statement (or any successor to such form) as is then available to effect a registration of the Registrable Securities pursuant to this subsection (b)(i)) (each a “Demand Registration”), provided that, for the sake of clarity, the Company shall not be required to effect a Demand Registration with respect to any Registrable Securities that are then subject to the lock-up agreement set forth in Section 6 of the Purchase Agreement (the “Lock-up Agreement”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities required to be cause a Form S-3 registration statement (or any successor to such form) (or, if then available to effect a registration of the Registrable Securities pursuant to this subsection (b)(1)) to be filed within forty-five (45) days after the required to effect a Demand Registration more than two (2) times for the Purchaser; provided, however, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(b)(i) unless and until it has become effective and the Purchaser is able to register and sell at least seventy-five percent (75%) of the Registrable Securities requested to be (ii)    If the Purchaser requests a Demand Registration and elects to distribute the Registrable Securities covered by its request in an underwritten offering, the Purchaser shall so advise the Company as a part of its request made pursuant to Section 2(b)(i). The Company shall select the investment banking firm or of the Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. (iii)    The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the conditioned. If a Demand Registration involves an underwritten offering and the managing underwriter of the requested Demand Registration advises the Company and the Purchaser in writing that, in its opinion, the number of shares of Common Stock proposed to be included in the Demand Registration, including all Stock which can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such registration would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration (A) first, the number of shares of Common Stock that the Purchaser proposes to sell, and (B) second, the number of shares of Common Stock proposed to be sold by the Purchaser can be included in such offering, then the Registrable Securities of the Purchaser to be included in such underwritten offer shall equal the number of securities which the Purchaser is advised by the managing underwriter can be sold in such offering. implement an employee benefit plan or a transaction to which Rule 145 is thereto or another form not available for registering the Registrable Securities or more stockholders of the Company, and the form of Registration Statement to be used may be used for the registration of Registrable Securities (each a event no later than thirty (30) days prior to the filing of such Registration Statement) to the Purchaser of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received, within fifteen (15) days after the Company’s notice has been given to the Purchaser, a written request from the Purchaser for inclusion; provided that, for the sake of clarity in no event shall the Company be required to include Registrable Securities in such Piggyback Registration to the extent that such Registrable Securities are then subject to the Lock-up Agreement. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2(b) of this Agreement. Company and the Purchaser (if the Purchaser has elected to include Registrable offering, and/or any other marketing or other factors dictate that a limitation be imposed with respect to the number of shares of Common Stock proposed to be included in such registration, the Company shall include in such registration therein by the Purchaser; and (iii) third, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than the Purchaser), allocated among such holders in such manner as they may agree. on behalf of a holder of Common Stock other than the Purchaser, and the managing and/or any other marketing or other factors dictate that a limitation be imposed with respect to the number of shares of Common Stock proposed to be included in such registration, the Company shall include in such registration (i) first, the holder(s) requesting such registration and by the Purchaser, allocated pro rata (d)        The Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with any offering relating to any Piggyback Registration. 4.Requirements of the Company. (a)        In connection with the filing by the Company of any Registration Statement, the Company shall furnish to the Purchaser (i) a copy of the Prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and (ii) such other documents as the other disposition of the Registrable Securities. Registration Statement contemplated by this Agreement to be declared effective SEC. The Company shall notify the Purchaser in writing after any Registration (c)        If at any time the SEC takes the position that the offering of some to be made on a delayed or continuous basis under Rule 415, or requires the Purchaser to be named as an “underwriter” in such Registration Statement, if the Company believes, upon its reasonable determination and upon the advice of Rule 415 or that the Purchaser is not an “underwriter” for the purposes of the Securities Act and the registration, as applicable, then the Company shall use its reasonable best efforts to persuade the SEC that the offering contemplated by or on behalf of the Company (i.e., the issuer) for the purposes of Rule 415, and/or that the Purchaser is not an “underwriter,” as applicable, in which event the Purchaser shall provide to the Company, in writing, all information reasonably requested by the Company to support the Purchaser’s contention that it is not an “underwriter.” The Purchaser shall have the right to participate or to comment or have its counsel comment on any written submission made to the SEC with respect thereto. No such written submission regarding the foregoing specifying the Purchaser shall be made to the SEC to which the Purchaser’s counsel reasonably objects. The Company shall not agree to name the Purchaser as an “underwriter” in such Registration Statement without the prior written consent of the Purchaser. In the event that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 4(c), the SEC refuses to alter its position that the offering of some or all of the Registrable or continuous basis under the provisions of Rule 415, or requires the Purchaser to be named as an “underwriter” in such Registration Statement, then the Company Securities (the “Cut Back Shares”); and/or (ii) agree to such restrictions and requirements of Rule 415. Upon the SEC’s initial declaration that the Registration Statement is effective, the Company shall no longer have any (d)        In the event of any stock split, stock dividend or transaction with Registrable Securities. (e)        The Company shall use its best efforts to register or qualify the Company shall not be required in connection with this Section 4(e) to qualify as jurisdiction. (f)        If the Company has delivered preliminary or final Prospectuses to the Purchaser and, after having done so, the Prospectus is amended or supplemented promptly notify the Purchaser and, if requested by the Company, the Purchaser shall immediately cease making offers or sales of shares under the applicable shall promptly provide the Purchaser with revised or supplemented Prospectuses and, following receipt of the revised or supplemented Prospectuses, the Purchaser shall be free to resume making offers and sales under the applicable Registration Statement. (g)        The Company shall advise the Purchaser promptly after it shall delaying or suspending the effectiveness of any Registration Statement or of the should be issued. 5.Requirements of the Purchaser. The Company shall not be required to include Agreement unless: (a)        the Purchaser furnishes to the Company, in writing, such information regarding the Purchaser and the proposed sale of the Registrable Securities by the Purchaser as the Company may reasonably request in writing in connection with such Registration Statement or as shall be required in connection therewith by the SEC or any state securities law authorities; and (b)        the Purchaser shall have provided to the Company a written agreement to indemnify the Company and each of its directors and officers against, and losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or such directors and officers may become subject by reason of any statement or omission in such Registration Statement made in reliance upon, or in conformity with, a written statement by the Purchaser furnished pursuant specifically for use in preparation of such Registration Statement; provided, however, that the Purchaser’s obligation to indemnify the 6.Suspension. The Company may suspend the use of any Registration Statement or Prospectus (a “Suspension”) by the Purchaser if the Company determines in good faith that such Suspension is necessary to (A) delay the disclosure of material be effected at such time; (B) amend or supplement the affected Registration state a material fact required to be stated therein; or (C) amend or supplement not misleading; provided, however, in each case of clauses (A) through (C), that the Company shall (a) promptly notify the Purchaser in writing of such Suspension and the reasons therefor, but shall not disclose to the Purchaser any material non-public information giving rise to a Suspension under clause (A); Statement or Prospectus until the end of the Suspension; and (c) use its reasonable best efforts to terminate such Suspension as promptly as practicable. The Company may not exercise its rights pursuant to this Section 6 for more than ninety (90) days in the aggregate in any twelve (12) month period. 7.Expenses. Except as set forth below, the Company will pay all of the expenses incurred in connection with complying with this Agreement (whether or not any Registration Statement or Prospectus becomes final or effective), including, without limitation: all registration, filing and printing fees, the Company’s counsel and accounting fees and expenses, costs and expenses associated with laws (including, without limitation, fees, charges and disbursements of counsel in connection with such clearance), all listing fees, expenses incurred by the Company in connection with any “road show” and reasonable fees, charges and disbursements of counsel to the Purchaser. The Company shall not be required to pay or reimburse the Purchaser for any underwriting discounts or commissions and 8.Indemnification. The Company agrees to indemnify and hold harmless the Purchaser against any losses, claims, damages, expenses or liabilities to which the Purchaser may become subject by reason of any untrue statement of a material fact contained in any Registration Statement or any omission to state therein a not misleading, except insofar as such losses, claims, damages, expenses or liabilities arise out of or are based upon information furnished to the Company by or on behalf of the Purchaser for use in such Registration Statement. The Company shall have the right to assume the defense and settlement of any claim or suit for which the Company may be responsible for indemnification under this Section 8. 9.Termination. All of the Company’s obligations to register the Registrable Securities under this Agreement shall terminate on the earlier of (a) the fifth (5th) anniversary of the date of this Agreement or (b) the date on which all of the Registrable Securities have been sold by the Purchaser. 10.Assignment of Rights. This Agreement, and the rights and obligations of the Purchaser hereunder, may be assigned by the Purchaser to any affiliate of the Purchaser to whom the Registrable Securities may be transferred pursuant to the terms of the Purchase Agreement, and such transferee shall be deemed a “Purchaser” for the purposes of this Agreement; provided that such transferee provides written notice of such assignment to the Company and agrees to be bound in writing hereby. of this Agreement. 12.Specific Performance. In addition to any and all other remedies that may be obligations of the parties hereunder and to such other injunctive or other 14.Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally, via electronic mail, or via deemed received one business day after personal delivery or electronic delivery, Curis, Inc. 4 Maguire Road Lexington, Massachusetts 02421 Facsimile: (617) 503-6500 7 World Trade Center Aurigene Discovery Technologies Limited 39-40, KIADB Industrial Area Bangalore - 560100 Karnataka India Attention: CSN Murthy, Chief Executive Officer Facsimile: (91) 80 2852 6285 matter. The parties may amend or modify this Agreement, in such manner as may be agreed upon, only by a written instrument executed by the parties hereto. first above written. CURIS, INC. By: /S/ ALI FATTAEY   Ali Fattaey   AURIGENE DISCOVERY TECHNOLOGIES LIMITED By: /S/ CSN MURTHY   CSN Murthy   Chief Executive Officer

EXHIBIT 10.30 AMENDMENT NO. 6 THIS INSTRUMENT made as of the 22nd day of December, 2014, by the ERISA Management Committee (the “Committee”) of The New York Times Company (the Retirement and Investment Plan, as amended from time to time (the “Plan”) for the benefit of certain eligible employees; and WHEREAS, pursuant to Section 12.01 of the Plan, the Committee has the authority WHEREAS, the Committee desires to amend the Plan to exclude from the definition of “Earnings” certain income paid off-cycle; NOW, THEREFORE, the Plan is hereby amended effective as of January 1, 2015 as follows: 1.The definition of Earnings in Section 1.19 of the Plan is hereby amended by adding the following new paragraph after the first three paragraphs in Section 1.19: “Notwithstanding the preceding paragraphs, effective January 1, 2015, ‘Earnings’ Employee pursuant to a salary reduction agreement which are not includible in the Employee’s gross income under Sections 125, 132(f)(4), 402(g)(3), 403(b), or 457(b) of the Code but are required to be reported by the Employer on Form W-2 under Sections 6041 and 6051 of the Code, excluding (i) amounts attributable to when restricted stock either becomes freely transferable or is no longer subject to a substantial risk of forfeiture, (ii) excluding expense allowances under a nonaccountable plan and amounts paid or reimbursed by the Company for moving expenses incurred, but only to the extent that at the time of the payment is reasonable to believe that these amounts are not deductible by the Employee under Section 217 of the Code, and (iii) housing, school, car and living allowance paid to Participants on overseas assignment.” IN WITNESS WHEREOF, the ERISA Management Committee of The New York Times Company has caused this amendment to be executed by a duly appointed member as of the ERISA MANAGEMENT COMMITTEE                             

    Exhibit 10.13   SEPARATION AND PAY CONTINUATION AGREEMENT   THIS SEPARATION AND PAY CONTINUATION AGREEMENT (this “ Agreement”) is made and entered into as of the date indicated on the signature page hereof (the “Execution Date”), by and between BRIAN BAKER (“Executive”), and DYNATRONICS CORPORATION, a Utah corporation (the “Company”). Executive and the Company are referred to collectively as the “Parties” and each is sometimes referred to as a “Party” in this Agreement.   RECITALS   A. Executive has resigned as the Company’s CEO effective July 8, 2020.   B. Executive’s last day of employment with the Company is October 7, 2020 (the “Separation Date”). After the Separation Date, the Executive shall no longer be an employee of the Company but will continue to be a member of the Board of Directors and a consultant with the Company under that certain Consulting Agreement dated October 8, 2020 between the parties. Except as otherwise set forth in this Agreement, the Separation Date is the employment termination date for the Executive for all purposes, meaning the Executive is not entitled to any Separation Date.   C. The Company has offered to provide Executive with pay continuation through the Termination Date, in addition to other benefits that Executive otherwise would not is entitled to receive, in consideration for Executive entering into this Agreement, and agreeing to, and complying with, the promises, covenants, agreements, obligations, releases and waivers contained herein.   D. Executive is willing to enter into this Agreement, as well as an attestation of this Agreement after his Separation Date and be bound by the promises, covenants, agreements, conditions, waivers and releases set forth herein in exchange for the benefits being offered by the Company in this Agreement.   AGREEMENT   NOW, THEREFORE, in consideration of the promises, covenants, agreements, releases and waivers contained herein, and other good and valuable   1. Return of Property. The Executive warrants and represents that as of the Separation Date, he has returned all Company property, including identification cards or badges, access codes or devices, keys, laptops, computers, telephones, mobile phones, hand-held electronic devices, credit cards, electronically stored documents or files, physical files, and any other Company property in the Executive’s possession; provided, however, that Executive may retain certain Company property, approved by the Company CEO, for the performance of his ongoing duties as a director of the Company, as set forth in Section 3 or his ongoing duties under that certain Consulting Agreement dated October 8, 2020   2. Resignation from All Officer Positions. Effective on the Execution Date, the holds as an officer of the Company or any of its affiliates.     1     3. Board of Directors. The Executive shall continue to serve on the Board of Directors of the Company until the next annual meeting of the shareholders of the Company or until his earlier resignation or removal.   4. Employment Agreement. Executive and the Company are parties to that certain Employment Agreement, including addenda and ancillary agreements attached to and incorporated in or forming a part thereof, dated effective August 22, 2019, pursuant to which the Company employed Executive (the “Employment Agreement”).   5. Executive Representations. Executive’s specifically represents, warrants, and confirms that the Executive:   Company with any court of law, or local, state, or federal government or agency;   (b) has been properly paid for all hours worked for the Company through the Separation Date;   (c) has received all salary, wages, commissions, bonuses, and other compensation due to the Executive through the Separation Date, with the exception of the Executive’s final payroll check for salary and bonus through and including the Separation Date, which will be paid on the Company’s next regularly scheduled payroll date for the pay period in which the Separation Date falls; and     If any of these statements is not true, the Executive cannot sign this Agreement and must notify the Company immediately in writing of the statements that are not true. This notice will not automatically disqualify the Executive from receiving these benefits, but will require the Company’s further review and consideration.   6. Separation Benefits. As consideration for the Executive’s execution of, non-revocation of, and compliance with this Agreement, including the Executive’s waiver and release of claims in Section 8 and other post-termination obligations, and Executive’s subsequent execution of an attestation within then (10) days after his Separation Date, the Company agrees to provide the following separation benefits (“Separation Benefits”) to which the Executive is not otherwise entitled:   (a) Pay continuation from the Execution Date to the Separation Date, at Executive’s current base salary rate, less all relevant deductions for benefits, taxes and other withholdings, which shall be payable in accordance with the   any of the Separation Benefits prior to the Effective Date of this Agreement as defined in Section 13. The Executive understands, acknowledges, and agrees that these benefits exceed what the Executive is otherwise entitled to receive on separation from employment, and that these benefits are being given as consideration in exchange for executing this Agreement and the general release and restrictive covenants contained in it. Except for Executive’s ability to continue vesting in restricted stock units and/or stock options granted to him as an employee provided he meets the definition of “continuous service” as defined in the Company’s 2018 Equity Incentive Plan, the Executive further acknowledges that the Executive is not entitled to any additional payment or consideration not specifically referenced in this Agreement. Nothing in this Agreement shall be deemed or construed as an express or implied policy or practice of the Company to provide these or other benefits to any individuals    2     7. Cooperation; Continuing Covenants. The Parties agree that certain matters in which the Executive has been involved during the Executive’s employment may need the Executive’s cooperation with the Company in the future. Accordingly, to the extent reasonably requested by the Company, the Executive shall cooperate with the Company regarding matters arising out of or related to the Executive’s service to the Company. Executive hereby agrees to comply with Executive’s duties and obligations under that certain Agreement Regarding Confidential At-Will Employment dated effective August 22, 2019 (the “Restrictive Covenants”), including, without limitation, the obligation of confidentiality and the non-competition, non-solicitation and non-disparagement covenants thereof. Executive also agrees that he continues to be bound by to return any and all Company property and/or Confidential Information in Executive’s possession or control in accordance with the Restrictive Covenants, provided, however, that Executive may retain certain Company property approved by the Company’s CEO as set forth in Section 1, above.     successors and assigns, and all other persons claiming by, through, or under him, hereby knowingly and voluntarily waives, releases and forever discharges the Company and all of its parents, subsidiaries, and affiliate companies, former shareholders, directors, officers, employees, representatives, insurers, attorneys and assigns, and all persons acting by, through, under or in concert with them, or any of them (all of whom, with the Company, are collectively referred to throughout the remainder of this Agreement as the “Releasees”), of and from any and all claims, demands, charges, grievances, damages, debts, liabilities, accounts, costs, attorneys’ fees, expenses, liens, future rights, and causes of action of every kind and nature, known or unknown, asserted or unasserted, which Executive has, may have, or claims to have against Releasees, or one or more of them, arising prior to the Effective Date of this Agreement (hereinafter collectively referred to as “Released Claims”).   (b) The Released Claims include, without limitation, (i) any claims based either in whole or in part upon any facts, circumstances, acts, or omissions in any way arising out of, based upon, or related to Executive’s employment with the Company or the termination thereof; (ii) any claims or regulation, local ordinance, or the common law, regarding employment or prohibiting employment discrimination, harassment, or retaliation, including, without limitation, arising under any federal or state statute or regulation, local ordinance, or the common law, regarding employment or prohibiting employment discrimination, harassment, or retaliation, including, without limitation, the Utah Antidiscrimination Act, the Utah Payment of Wages Act, the Age Discrimination in Employment Act (the “ADEA,” as amended by the Older Workers Benefit Protection Act (the “OWBPA”)), the Genetic Information Nondiscrimination Act, Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans With Disabilities Act, the National Labor Relations Act (“NLRA”), the Family Medical Adjustment and Retraining Notification Act, the Health Insurance Portability and Accountability Act of 1996, the Immigration Reform and Control Act, and the Occupational Safety and Health Act, all including any amendments and their released; however, the identification of specific statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this general release in any manner; (iii) any claim for wrongful discharge, wrongful termination in violation of public policy, breach of contract, breach of the covenant of good faith and fair dealing, personal injury, harm, or other damages (whether intentional or unintentional), negligence, negligent employment, defamation, misrepresentation, fraud, privacy; (iv) claims growing out of any legal restrictions on the Company’s right to terminate its employees; (v) claims for wages, other compensation or benefits; (vi) any claim for general, special, or other compensatory damages, attorney fees, costs, or other damages or expenses; (vii) any claim for injunctive relief or other equitable relief; (viii) any claim arising under any federal or state statute or local ordinance regulating the health and/or safety of the workplace; or (ix) any other tort, contract or statutory claim.    3     (c) Notwithstanding the foregoing paragraphs, Executive does not release the Company from any obligations the Company may have to him with respect to the following: (i) rights under the Company’s 401(k) Plan, if any; (ii) rights to the continuation of insurance coverage under COBRA; (iii) right to apply for unemployment compensation or worker’s compensation; (iv) claims or rights which cannot be waived pursuant to applicable law; (v) Executive’s rights or claims under the ADEA that arise after the execution of this Agreement; and (vi) any rights or remedies which Executive may have against the Company under the terms of this Agreement.   (d) Nothing contained herein is intended to constitute or shall be construed as a waiver or release of Executive’s right to file a charge or complaint with, or participate in an investigation by, the EEOC or any other federal or state agency. Executive is, however, waiving his right to recover any monetary award, damages or any other form of recovery in connection with such a charge or complaint, whether such charge or complaint is filed by Executive or someone else, or such an investigation.   (e) Executive represents and warrants that he has not previously signed or transferred, or attempted to sign or transfer, to any third party, any of the claims waived and released herein.   9. No Admission of Liability or Wrongdoing. Neither this Agreement nor the payment or providing of the Separation Benefits pursuant to this Agreement shall be construed as or constitute an admission by the Company of any fault, liability or wrongdoing by any Releasee, nor an admission that Executive has any valid or enforceable claims or rights whatsoever against the Company or any other Releasee. The Company specifically denies any liability to, or wrongful act against, Executive by itself or any of the other Releasees.   10. Executive’s Acknowledgment of Notices Pertaining to the Release of Age Discrimination in Employment Act (ADEA) Rights and Claims. By execution of this Agreement, Executive specifically agrees and acknowledges that:   (a) this Agreement includes a release of all rights and claims under the ADEA arising prior to the execution of this Agreement, Executive is not waiving rights or claims that may arise after the execution of this Agreement, and Executive has been advised to fully consider this release before executing this Agreement;   (b) Executive has been given the opportunity to read this Agreement in its entirety, has had all questions regarding its meaning and content answered to Executive’s satisfaction, and fully understands all of its terms;   (c) Executive has been advised of his right to consult with an attorney before executing this Agreement and Executive has done so to the extent he desired to do so before executing this Agreement;    4     (d) Executive has been advised that he has twenty-one (21) days to consider this Agreement before signing it, and that Executive may revoke the Agreement within seven (7) calendar days after the date he signs it;   (e) Executive is entering into this Agreement knowingly, freely, and voluntarily in exchange for the promises made in this Agreement and that no other representations or promises have been made to Executive to induce or influence his execution of this Agreement;   (f) the waiver and release of rights and claims set forth herein is given in which Executive is otherwise entitled;   (g) Executive is not waiving or releasing rights or claims that may arise after   11. Time to Consider and Sign Agreement. In accordance with the OWBPA, Executive may take up to twenty-one (21) calendar days from the date of receipt of this Agreement to review and consider the terms of this Agreement and consult with an attorney of the Executive’s choice about it, and sign the Agreement and deliver it to the Company. Executive may sign the Agreement sooner if desired and   12. Time to Revoke Agreement. After signing this Agreement, Executive shall have seven (7) calendar days within which to revoke this Agreement in its entirety. If Executive revokes this Agreement, he will not be entitled to the Separation Benefits described above, and this Agreement will be ineffective and void. Executive may revoke his acceptance of this Agreement by delivering notice of revocation to Jennifer Keeler, General Counsel of the Company, by email before the end of the seven-day period. In the event of a revocation by the Executive, the Company shall have the option of treating this Agreement as null and void in its entirety. In such event, Executive will not receive the Separation Benefits or any other consideration Executive would not be entitled to in the absence of this Agreement. After the seven-day period has elapsed, Executive shall not have the right to revoke or rescind this Agreement or the release contained herein.   13. Effective Date. This Agreement shall become effective and enforceable eight (8) days following the execution of this Agreement by Executive, provided the Agreement has not been revoked by Executive within the revocation period referenced in Section 12 above (the “Effective Date”).   14. Attestation. After the Separation Date, Executive shall sign the attestation attached hereto as Exhibit A confirming that Executive waives, releases and forever discharges the Company from all Released Claims through the Separation Date.     permitted by law.   (b) Taxes. All amounts paid under this Agreement shall be paid less all applicable state and federal tax withholdings and any other withholdings required by any applicable jurisdiction.    5     Utah without regard to conflict of law principles. Any action or proceeding by state or federal court located in the state of Utah, County of Salt Lake. The Parties hereby irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or   (d) Dispute Resolution. All disputes and controversies arising out of or in connection with this Agreement shall be resolved exclusively by the state and federal courts located in Salt Lake County in the State of Utah, and each Party shall lie exclusively with such courts. Each Party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which such Party forum. Each Party agrees that, to the fullest extent permitted by applicable court shall be conclusive and binding upon such Party, and may be enforced in any court of the jurisdiction in which such Party is or may be subject by a suit upon such judgment.   (e) WAIVER OF RIGHT TO JURY TRIAL. TO THE EXTENT PERMITTED BY LAW, EACH PARTY BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR IN ANY ACTION, CLAIMS, OR OTHERWISE. EACH PARTY HEREBY AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, ENFORCEABILITY OF THIS AGREEMENT, OR ANY PROVISION HEREOF. THIS WAIVER SHALL THIS AGREEMENT.   (f) Fees and Costs. The prevailing party in any arbitration, court action or other adjudicative proceeding arising out of or relating to this Agreement shall be reimbursed by the party who does not prevail for their reasonable attorneys’, accountants’, and experts’ fees and for the costs of such proceeding. The provisions set forth in this Section shall survive the merger of these provisions into any judgment. For purposes of this Section 15(f), “prevailing party” includes, without limitation, a party who agrees to dismiss an action or proceeding upon the other’s payment of the sums allegedly due or performance of the covenants allegedly breached, or who obtains substantially the relief sought.   except by an instrument in writing, signed by Executive and by a duly authorized representative of the Company other than Executive. No waiver or consent shall be binding except in a writing signed by the Party making the waiver or giving the consent. No waiver of any provision or consent to any action shall waiver or consent except to the extent specifically set forth in writing.   (h) Section 409A. This Agreement is intended to comply with Section 409A of the Section 409A. Notwithstanding the foregoing, Company makes no representations    6     (i) Assignment. Executive agrees that Executive shall have no right to assign other than those specifically enumerated in this Agreement.   (j) Parties in Interest. Nothing in this Agreement shall confer any rights or Parties hereto and their respective successors and permitted assigns nor shall any third person any right of subrogation or action over or against any Party to this Agreement.   (k) Construction. The terms of this Agreement have been negotiated by the Parties hereto, and no provision of this Agreement shall be construed against either Party as the drafter thereof.   (l) Interpretation. This Agreement shall be construed as a whole, according to its fair meaning. Sections and section headings contained in this Agreement are requires, (i) words of any gender shall be deemed to include each other gender; (ii) words using the singular or plural number shall also include the plural or “hereto,” and derivative or similar words shall refer to this entire Agreement.   (m) Notice. Any notices, consents, agreements, elections, amendments, approvals and other communications provided for or permitted by this Agreement or otherwise relating to this Agreement shall be in writing and shall be deemed effectively given upon the earliest to occur of the following: (i) upon personal delivery to such Party; (ii) when sent by confirmed telex or facsimile if sent return receipt requested, postage prepaid; (iv) one (1) day after deposit with a written verification of receipt; or (v) upon actual receipt by the Party to be notified via any other means (including public or private mail, electronic mail or telegram); provided, however, that notice sent via electronic mail shall be deemed duly given only when actually received and opened by the Party to whom it is addressed. All communications shall be sent to the Party’s address set forth on the signature page below, or at such other address as such Party may designate by ten (10) days advance written notice to the other Parties in accordance with this Section 14(m).    7     Counterparts may be delivered via facsimile, electronic mail (including .pdf or   (o) Authority. Each Party represents and warrants that such Party has the right,   (p) Entire Agreement. This Agreement contains the entire agreement between Executive and the Company and there have been no promises, inducements or agreements not expressed in this Agreement.   (q) EXECUTIVE ACKNOWLEDGEMENT. EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL CONCERNING THIS AGREEMENT AND HAS OBTAINED AND CONSIDERED THE ADVICE OF SUCH LEGAL COUNSEL TO THE EXTENT EXECUTIVE DEEMS NECESSARY OR APPROPRIATE, THAT EXECUTIVE HAS READ AND UNDERSTANDS THE AGREEMENT, THAT           8     IN WITNESS WHEREOF, the Parties have executed this Separation and Pay Continuation Agreement as of the Execution Date.   “EXECUTIVE”                                                                                              /s/ Brian D. Baker BRIAN BAKER   Date of Execution of Agreement:   July 8, 2020   “COMPANY”   DYNATRONICS CORPORATION, a Utah corporation                    By:  /s/ Jennifer Keeler                                                              Name: Jennifer Keeler Title: General Counsel                                                                        July 8, 2020   Signature Page to Separation and Release Agreement DYNATRONICS CORPORATION       EXHIBIT A   Attestation   THIS ATTESTATION OF THE SEPARATION AND PAY CONTINUATION AGREEMENT (this “Attestation”) is made and entered into by and between BRIAN BAKER (“Executive”), and DYNATRONICS CORPORATION, a Utah corporation (the “Company”). Executive and the Company are referred to collectively as the “Parties” and each is sometimes referred to as a “Party” in this Agreement.   WHEREAS, the Parties entered into a Separation and Pay Continuation Agreement (“Agreement”) with an Execution Date of July 8, 2020.   WHEREAS, the Company desires the Executive to affirm the release of Release Claims as set forth in Section 8 of the Agreement through and including the Separation Date.     1. Definitions. All capitalized words shall have the same meaning as provided in the Agreement.   2. Consideration. Executive acknowledges and agrees that he has received adequate consideration in exchange for the release of Attestation Released Claims made in this Attestation.   3. Release. As and through the Separation Date, Executive, on behalf of himself and his heirs, executors, administrators, successors and assigns, and all other persons claiming by, through, or under him, hereby knowingly and voluntarily waives, releases and forever discharges the Company and all of its parents, subsidiaries, and affiliate companies, predecessors, successors, and assigns, and each of their respective current and former shareholders, directors, officers, employees, representatives, insurers, attorneys and assigns, and all of whom, with the Company, are collectively referred to throughout the remainder of this Agreement as the “Releasees”), of and from any and all claims, demands, charges, grievances, damages, debts, liabilities, accounts, costs, attorneys’ fees, expenses, liens, future rights, and causes of action of every kind and nature, known or unknown, asserted or unasserted, which Executive has, may have, or claims to have against Releasees, or one or more of them, arising prior to the Separation Date (hereinafter collectively referred to as “Attestation Released Claims”). (a) The Attestation Released Claims include, without limitation, (i) any claims based either in whole or in part upon any facts, circumstances, acts, or omissions in any way arising out of, based upon, or related to Executive’s employment with the Company or the termination thereof; (ii) any claims or regulation, local ordinance, or the common law, regarding employment or prohibiting employment discrimination, harassment, or retaliation, including, without limitation, arising under any federal or state statute or regulation, local ordinance, or the common law, regarding employment or prohibiting employment discrimination, harassment, or retaliation, including, without limitation, the Utah Antidiscrimination Act, the Utah Payment of Wages Act, the Age Discrimination in Employment Act (the “ADEA,” as amended by the Older Workers Benefit Protection Act (the “OWBPA”)), the Genetic Information Nondiscrimination Act, Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans With Disabilities Act, the National Labor Relations Act (“NLRA”), the Family Medical Leave Act, the Executive Retirement Income Health Insurance Portability and Accountability Act of 1996, the Immigration Reform and Control Act, and the Occupational Safety and Health Act, all including any amendments and their respective implementing regulations, and any manner; (iii) any claim for wrongful discharge, wrongful termination in violation of public policy, breach of contract, breach of the covenant of good faith and fair dealing, personal injury, harm, or other damages (whether intentional or unintentional), negligence, negligent employment, defamation, misrepresentation, fraud, intentional or negligent infliction of emotional distress, interference with contract or other economic opportunity, assault, battery, or invasion of privacy; (iv) claims growing out of any legal restrictions on the Company’s right to terminate its employees; (v) claims for wages, other compensation or benefits; (vi) any claim for general, special, or other compensatory damages, consequential damages, punitive damages, back or front pay, fringe benefits, attorney fees, costs, or other damages or expenses; (vii) any claim for injunctive relief or other equitable relief; (viii) any claim arising under any federal or state statute or local ordinance regulating statutory claim.         (b) Notwithstanding the foregoing paragraphs, Executive does not release the of this Agreement.   (c) Nothing contained herein is intended to constitute or shall be construed as   (d) Executive represents and warrants that he has not previously signed or   4. General Provisions. All General Provisions in Section 15 shall apply to this Attestation. All ongoing obligations of the Parties set forth in the Agreement shall continue and shall not be modified by this Attestation. IN WITNESS WHEREOF, the Parties have executed this Attestation Separation and Pay Continuation Agreement as of the ___ day of _________________, 2020.   “EXECUTIVE”                                                                         “COMPANY” BRIAN BAKER                                                                       DYNATRONICS CORPORATION        

REGISTRATION RIGHTS AGREEMENT   effective as of __________, 2008 between La Cortez Energy, Inc. (f/k/a La Cortez Enterprises, Inc.), a Nevada corporation (the “Company”) and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and   RECITALS:   WHEREAS, to provide capital required by the Company for working capital and other purposes, the Company has offered in compliance with Rule 506 of Regulation D and/or Regulation S of the Securities Act (as defined herein), to investors in a private placement transaction (the “PPO”), units (“Units”) of its securities, each Unit consisting of one share of Common Stock (the “Investor Shares”) and a common stock purchase warrant (the “Investor Warrants”) to purchase one-half share of Common Stock; and   WHEREAS, the initial closing of the PPO will have taken place on or prior to the Effective Date (as defined below); and   WHEREAS, in connection with the PPO, the Company agrees to provide certain “piggyback” registration rights and contingent demand registration rights related to the Investor Shares and the shares of Common Stock issuable upon exercise of the Investor Warrants, on the terms set forth herein;   agree as follows:       Statement may resume.       “Demand Registration” means the right of each Holder to include the Registrable Common Shares of such Holder in a demand registration in accordance with Section   “Effective Date” means the date of the final closing of the PPO.         “Investor Shares” has the meaning given it in the recitals of this Agreement.   “Investor Warrants” has the meaning given it in the recitals of this Agreement. 2 Registrable Securities.     in Section 3(a) of this Agreement, the right of each Holder to include the Registrable Securities of such Holder in such registration.   registration statement.   “Registrable Common Shares” means the Investor Shares (and not including the Registrable Warrant Shares) but excluding (i) any Registrable Common Shares that have been publicly sold or may be immediately sold under the Securities Act either pursuant to Rule 144 of the Securities Act or otherwise during any ninety (90) day period; (ii) any Registrable Common Shares sold by a person in a or (iii) any Registrable Common Shares that are at the time subject to an   “Registrable Securities” means the Registrable Common Shares together with the Registrable Warrant Shares.   “Registrable Warrant Shares” means the shares of Common Stock issued or issuable to each Purchaser upon exercise of the Investor Warrants but excluding (i) any Registrable Warrant Shares that have been publicly sold or may be immediately sold under the Securities Act either pursuant to Rule 144 of the Securities Act or otherwise during any ninety (90) day period; (ii) any Registrable Warrant Shares sold by a person in a transaction pursuant to a registration statement filed under the Securities Act, or (iii) any Registrable Warrant Shares that are at the time subject to an effective registration statement under the Securities Act.   “Registration Default Date” means the date that is 120 days after the Registration Filing Date.       3 before the Registration Default Date;   (including a Blackout Period), for more than fifteen (15) consecutive calendar days, except as excused pursuant to Section 3(a); or.   constitutes the principal market for the Common Stock, for more than two (2) full, consecutive Trading Days; provided, however, a Registration Event shall not be deemed to occur if all or substantially all trading in equity securities   “Registration Filing Date” means the date that is 90 days after the Company receives notice from the Majority Holders of their intent to exercise their demand registration rights pursuant to Section 3(c) of this Agreement.   “Registration Statement” means the registration statement that the Company may be required to file pursuant to Section 3(c) of this Agreement to register the Registrable Common Shares.         the time.     Over-the-Counter Bulletin Board or such other securities market or quotation 4 the Effective Date; (ii) such date on which all shares of Registrable Securities sold under Rule 144 during any ninety (90) day period; or (iii) unless terminated sooner hereunder.   3. Registration.   the filing of such registration statement), and shall include as a Piggyback delivered by the Holder thereof within 10 calendar days after receipt of such of the Holders, withdraw such registration statement prior to its becoming proposal to register the securities proposed to be registered thereby.   registration statement pursuant to Section 3(a). In that event, the right of any Holder to Piggyback Registration shall be conditioned upon such Holder’s   5     (c) Demand Registration on Form S-1. If the Company fails to file a registration statement under Section 3(a) within 180 days of the Effective Date, then upon a written request to the Company by the Majority Holders, the Company shall file with the Commission, not later than the Registration Filing Date, a Registration Holders of all of the Registrable Common Shares, and the Company shall use its declared effective prior to the Registration Default Date; provided, that the compliance pursuant to this Section, or keep such registration effective pursuant to the terms hereunder in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to qualification or compliance, in each case where it has not already done so. Notwithstanding the foregoing, in the event that the Commission limits the amount of Registrable Common Shares that may be sold, the Company may scale back from the Registration Statement such number of Registrable Common Shares on a pro-rata basis. In such event, the Company shall give the Purchasers prompt notice of the number of Registrable Common Shares excluded therein.   (d) Other Registrations. Before such date that is six months following the SEC Effective Date, the Company will not, without the prior written consent of the Majority Holders, file any other registration statement with the Commission or request the acceleration of any other registration statement filed with the Commission, and during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Holder for the resale of any Registrable Common Shares, the Company shall not, without the prior written consent of the Majority Holders, file any other registration statement or any amendment thereto with the Commission under the Securities Act or request the acceleration of the effectiveness of any other registration statement previously filed with the Commission, other than (i) any registration statement on Form S-8 or Form S-4 and (ii) any registration statement or amendment which the Company is required to file or as to which the Company is required to request acceleration pursuant to any obligation in effect on the date of execution and delivery of this Agreement. 6 (e) Occurrence of Registration Event. If a Registration Event occurs, then the Company will make payments to each Holder of Investor Shares (a “Qualified Purchaser”), as liquidated damages for the amount of damages to the Qualified Purchaser by reason thereof, at a rate equal to 1.25% of the purchase price per share paid by such Holder in the PPO for the Registrable Common Shares then held by each Qualified Purchaser for each full period of 30 days of the Registration Default Period (which shall be pro-rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date after which any of the Investor Shares cease to be Registrable Common Shares (pursuant to the availability of Rule 144, an alternate registration statement, or other exclusions set forth in the definition of Registrable Common Shares), Qualified Purchaser’s Registrable Common Shares that are then Registrable Common Shares. Notwithstanding the foregoing, the maximum amount of liquidated damages that may be paid to any Qualified Purchaser pursuant to this Section 3(e) shall be an amount equal to 15% of the purchase price per share paid by such Holder in the PPO for the Registrable Common Shares held by such Qualified Purchaser at the time of the first occurrence of a Registration Event. Each such payment shall be due and payable within five (5) days after the end of each full 30-day period of the Registration Default Period until the termination of the Such payments shall constitute the Qualified Purchaser’s exclusive remedy for such events. If the Company fails to pay any partial liquidated damages pursuant plus all such interest thereon, are paid in full. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the Registration Event, provided, however, that in the case of clause (c) a Registration Event will not be deemed to have occurred until the date on which the fifteen (15) day period is exceeded, (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of Registration Event, and (v) in the case Event, the earlier termination of the Registration Default Period. The amounts payable as liquidated damages pursuant to this Section 3(e) shall be payable in lawful money of the United States. Amounts payable as liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Common Shares shall cease when the Qualified Purchaser no longer holds such Registrable Common Shares or all such Investor Shares can be immediately sold by the Qualified Purchaser in reliance on Rule 144 or are otherwise no longer Registrable Common Shares as defined in this Agreement. Notwithstanding the foregoing, the Company will not be liable for the payment of liquidated damages described in this Section 3(e) for any delay in registration of the Registrable Common Shares that may be included and sold by the Qualified Purchasers in the received by the SEC requiring a limit on the number of Registrable Common Shares Common Shares that have been cut back from being registered pursuant to Rule 415 only with respect to that portion of the Qualified Purchasers’ Registrable Common Shares that are then Registrable Common Shares. Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for payment of liquidating damages in connection with the Registrable Warrant Shares. 7 (f) Notwithstanding the provisions of Section 3(e) above, (a) if the Commission Default Date, subject to the withdrawal of certain Registrable Common Shares Commission’s determination that (x) the offering of any of the Registrable Common Shares constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Common Shares, and/or (z) a Holder of any Registrable Common Shares must be named as an underwriter, the Holders understand and agree that in the case of (b) the Company may reduce, on a pro rata basis, the total number of Registrable Common Shares to be registered on behalf of each such Holder, and in the case of (a) or (b) the overall limit of partial liquidated damages that a Holder shall be entitled to with respect to the Registrable Common Shares not registered for the reason set forth in (a) or so reduced on a pro rata basis as set forth in (b) shall be an aggregate of 7.5% of the aggregate purchase price paid by such Holder for such securities. In addition, any such affected Holder shall have demand registration rights after the Registration Statement is declared effective by the Commission until such time as: (AA) all Registrable Common Shares have been registered pursuant to an effective Registration Statement, (BB) the Registrable Common Shares may be resold without restriction pursuant to Rule 144 of the Securities Act, or (CC) the Holder agrees to be named as an underwriter in any such registration statement. The Holders acknowledge and agree the provisions of this paragraph may apply to more than one Registration Statement.   4. Registration Procedures for Registrable Common Shares. The Company will keep   (a) prepare and file with the Commission with respect to the Registrable Common and which form shall be available for the sale of the Registrable Common Shares in accordance with the intended methods of distribution thereof, and use its Common Shares and (ii) the availability under Rule 144 for the Holder to sell the Registrable Common Shares (the “Effectiveness Period”). Each Holder agrees Agreement as Annex A (a “Selling Shareholder Questionnaire”) not later than three (3) Business Days following the date on which such Holder receives draft materials of such Registration Statement; 8     (d) furnish, without charge, to each Holder of Registrable Common Shares covered disposition of the Registrable Common Shares owned by such Holder, but only   as any Holder of Registrable Common Shares covered by such Registration the Registrable Common Shares (such request to be made by the time the applicable Registration Statement is deemed effective by the Commission) and do any and all other acts and things necessary to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Common Shares owned by such jurisdiction.   Holder of Registrable Common Shares, the disposition of which requires delivery purchasers of such Registrable Common Shares, such prospectus shall not contain misleading, unless suspension of the use of such prospectus otherwise is the termination of such suspension or Blackout Period; 9   Holder of Registrable Common Shares being offered or sold pursuant to the   (i) use its commercially reasonable efforts to cause all the Registrable Common Shares covered by the Registration Statement to be quoted on the OTC Bulletin Board or such other principal securities market on which securities of the same     (k) cooperate with the Holders of Registrable Common Shares being offered Common Shares to be offered pursuant to the Registration Statement within a Common Shares to the transfer agent or the Company, as applicable, and enable   would in any way limit the right of the Holders to sell Registrable Common Shares by reason of the limitations set forth in Regulation M of the Exchange Act; and   disposition by the Holders of the Registrable Common Shares pursuant to the   shall discontinue the disposition of Registrable Common Shares included in the Registrable Common Shares current at the time of receipt of such notice. 10   Holder notifies the Company in writing of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the or assigned.     9. Indemnification.   proceeding; provided, that such indemnity agreement found in this Section 9(a) shall in no event exceed the net proceeds from the PPO, received by the Company; and provided further, that the Company shall not be liable in any such case (i) to the Company for use in the preparation thereof or (ii) if the person 11 by the Holder for use in the preparation thereof, and such Holder shall reimburse the Company, and such Holders, directors, officers, partners, legal counsel and accountants, persons, underwriters, or control persons, each such director, officer, and controlling person for any legal or other expenses shall in no event exceed the net proceeds received by such Holder as a result of the sale of Registrable Securities pursuant to such registration statement, 12 litigation resulting therefrom.     13 control.       11. Miscellaneous.     14   the provisions hereof.   hereof.   delivered:   Sarasota, FL 34236 Attention: Andres Gutierrez, Chief Financial Officer Facsimile: with copy to: To each Purchaser at the address set forth on the signature page hereto; in writing.   15       (k) Limitation on Subsequent Registration Rights. After the date of this of any securities of the Company that would grant such holder registration rights senior or equal to those granted to the Holders hereunder.   16 written.   COMPANY:       By:     Name:  Andres Gutierrez   17 written.   PURCHASER (Individual)                   (Print Name)                PURCHASER (Entity)     By:                   (Print Name)     (Print Title)     Address for notices:                                     City State Zip Code 18 Annex A       The undersigned beneficial owner of Registrable Securities of La Cortez Energy, Registration Rights Agreement.   prospectus.   NOTICE   the Registration Statement.     QUESTIONNAIRE   1. Name:     (a)         (b)         (c)               Telephone:     Fax:     Email:     Contact Person:         (a)   Yes o  No o     (b)   Yes o  No o     Note:     (c)   Yes o  No o     (d) Registrable Securities?   Yes o No  o     Note:   Securityholder:       (a)         2               prospectus.     Dated:        Beneficial Owner:     By:      Name:   Title: Attention: Rachel L. DeGenaro 3  

Exhibit 99.1 International Headquarters 2150 St. Elzéar Blvd. West Laval, Quebec H7L 4A8 Phone: 514.744.6792 Fax: 514.744.6272 Contact Information: Laurie W. Little laurie.little@valeant.com or Elif McDonald elif.mcdonald@valeant.com 514-856-3855 877-281-6642 (toll free) Media: Renée Soto or Chris Kittredge/Jared Levy Sard Verbinnen & Co. 212-687-8080 VALEANT PHARMACEUTICALS ANNOUNCES THE ADDITION OF SARAH B. KAVANAGH TO ITS BOARD OF DIRECTORS LAVAL, Quebec, July 28, 2016 Valeant Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX) today announced that the Board of Directors has appointed Ms. Sarah B. Kavanagh to serve as a director of the Board, effective July 22, 2016. With these changes, Valeant has increased the size of its board to 12 members, 11 of whom are independent. “We are pleased that Sarah has agreed to join Valeant’s board,” said Joseph C. Papa, chairman and chief executive officer. “We want to ensure that Valeant’s board is a balanced group of individuals with complementary perspectives and expertise.As a Canadian based company, Sarah’s broad experience in corporate finance and securities administration matters in Canada makes her an ideal addition to our Board of Directors.” From June 2011 through May 2016, Ms. Kavanagh served as a Commissioner, and since 2014 as Chair of the Audit Committee, at the Ontario Securities Commission.She is currently a director and Chair of the Audit Committee of Hudbay Minerals Inc. and a Trustee and Chair of the Compensation and Governance Committee of WPT Industrial REIT.In addition to her public company directorships, she is a director and Chair of the Audit Committee at the American Stock Transfer & Trust Company LLC and the Canadian Stock Transfer Company, a director and Chair of the Audit and Investment Committee of Sustainable Development Technology Canada and a director of Canadian Tire Bank.Between 1999 and 2010, Ms. Kavanagh served in various senior investment banking roles at Scotia Capital Inc., including Vice-Chair and Co-Head of Diversified Industries Group, Head of Equity Capital Markets, Head of Investment Banking.Prior to Scotia Capital, Sarah held several senior financial positions with operating companies. She started her career as an investment banker with a bulge bracket firm in NY. Ms. Kavanagh graduated from Harvard Business School with a Masters of Business Administration and received a Bachelor of Arts degree in Economics from Williams College.Ms. Kavanagh also completed the Directors Education Program at the Institute of Corporate Directors in May 2011. About Valeant Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, gastrointestinal disorders, eye health, neurology and branded generics. More information about Valeant can be found at www.valeant.com. Forward-looking Statements This press release may contain forward-looking statements, including, but not limited to, statements regarding Valeant's Board of Directors.Forward-looking statements may generally be identified by the use of the words "anticipates," "expects," "intends," "plans," "should," "could," "would," "may," "will," "believes," "estimates," "potential," "target," or "continue" and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties discussed in the Company's most recent annual or quarterly report and detailed from time to time in Valeant's other filings with the Securities and Exchange Commission and the Canadian Securities Administrators, which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on any of these forward-looking statements.These forward-looking statements speak only as of the date hereof. Valeant undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes, unless required by law. ###

Exhibit 10.1 CONSENT AND AMENDMENT TO CREDIT AGREEMENT This CONSENT AND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 2, 2015, is entered into by and among PLATINUM UNDERWRITERS HOLDINGS, LTD., a Bermuda exempted company (“Platinum Holdings”), the subsidiaries of Platinum Holdings party hereto (the “Subsidiary Credit Parties”), the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative RECITALS A. Platinum Holdings, the Subsidiary Credit Parties, the Lenders and the Administrative Agent are parties to a Third Amended and Restated Credit Agreement, dated as of April 9, 2014 (as amended, amended and restated, pursuant to which the Lenders party thereto have made available to the Credit Parties a revolving credit facility in the aggregate principal amount of $300,000,000 for the making of revolving loans and the issuance of standby letters of credit. Capitalized terms used but not defined herein shall have the B. Platinum Holdings has entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 23, 2014, with RenaissanceRe Holdings Ltd., a Bermuda exempted company (“RenRe Holdings”), and Port Holdings Ltd., a Bermuda exempted company and a wholly owned subsidiary of RenRe Holdings (“Port Holdings”), pursuant to which Platinum Holdings will merge with Port Holdings, with Platinum Holdings being the surviving entity and becoming a wholly owned subsidiary of RenRe Holdings (the “Merger”). C. The Credit Parties have requested that (i) the Lenders party hereto (the “Required Lenders”) consent to the Merger and waive any noncompliance with Sections 8.1 and 9.1(m) of the Credit Agreement that would result from the Merger, (ii) the Credit Agreement be amended, effective upon the consummation of the Merger, to, among other things, (a) terminate the Commitments of the Lenders to make Loans, (b) reduce the aggregate Commitments of the Lenders to Issue and/or participate in Letters of Credit to $100,000,000 and (c) to make certain D. The Administrative Agent and the Required Lenders are willing to consent to the Merger and to amend the Credit Agreement on the terms and conditions set forth herein. STATEMENT OF AGREEMENT ARTICLE I LIMITED CONSENT The Required Lenders hereby consent to the Merger and waive any Default or Event of Default under Section 8.1 and Section 9.1(m) of the Credit Agreement that would otherwise result from the Merger; provided that, the Merger shall have been consummated substantially in accordance with the terms of the Merger Agreement in all material respects and without giving effect to any modifications, amendments, consents or waivers of the terms of the Merger Agreement that are material and adverse to the Lenders or the Administrative Agent as reasonably determined by the Administrative Agent, without the prior consent of the Required Lenders (such consent not to be ARTICLE II AMENDMENTS TO CREDIT AGREEMENT 2.1 Amendments to the Credit Agreement. Effective upon the Amendment Effective Date (as defined below), the Credit Agreement shall be automatically amended as follows. (a) Termination of Revolving Loan Sublimit. The Commitments of the Lenders to make Loans to the Borrowers pursuant to Section 2.1 of the Credit Agreement shall be terminated and the definition of “Revolving Loan Sublimit” is hereby amended by deleting the figure “$100,000,000” and substituting therefor the figure “$0.” For the avoidance of doubt, the Fronting Bank’s and the Lenders’ Commitments to Issue and/or participate in Letters of Credit pursuant to Section 2.1 of the Credit Agreement shall remain in full force and effect, as reduced pursuant to Section 2.1(b) of this Amendment. (b) Reduction of Commitments. The aggregate Commitments of the Lenders under the Credit Agreement to Issue and/or participate in Letters of Credit shall be reduced to $100,000,000. Schedule 1.1(a) of the Credit Agreement is hereby replaced with Schedule 1.1(a) attached hereto. (c) Amendments to Defined Terms. (i) The defined term “Credit Documents” shall be amended and restated in its entirety as follows. “Credit Documents” means this Agreement, the Consent and Amendment, the Letter of Credit Documents, the Fee Letters, the Security Agreement, all of the other Security Documents, the RenRe Holdings Guaranty and all other agreements, to the Administrative Agent or any Lender by or on behalf of any Credit Party with respect to this Agreement; but specifically excluding any Hedge Agreement to which Platinum Holdings or any of its Subsidiaries and any Hedge Party are parties. (ii) The following defined terms shall be added to Section 1.1 of the Credit Agreement in appropriate alphabetical order. “Amendment Effective Date” has the meaning set forth in the Consent and Amendment.   2 “Consent and Amendment” means the Consent and Amendment, dated as of March 2, 2015, between Platinum Holdings, the Subsidiary Credit Parties, the Lenders “RenRe Holdings” means RenaissanceRe Holdings Ltd., a Bermuda exempted company. “RenRe Holdings Credit Agreement” means the Credit Agreement, dated as of May 17, 2012, among RenRe Holdings, the lenders party thereto and Wells Fargo “RenRe Holdings Guaranty” means the Guaranty executed as of the Amendment Effective Date by RenRe Holdings in favor of the Lenders, the Fronting Bank and the Administrative Agent pursuant to the Consent and Amendment. (d) Section 2.6(c) of the Credit Agreement shall be amended and restated in its entirety as follows. time, the aggregate Loans and L/C Obligations of any Credit Party exceeds the Borrowing Base of such Credit Party at such time, such Credit Party shall within three Business Days deposit into a Custodial Account Eligible Collateral or prepay its Loans or reduce its L/C Obligations, or a combination of the foregoing, in an amount sufficient to eliminate such excess.” (e) Deletion of Certain Affirmative Covenants. Each of Sections 6.1, 6.2, 6.3(a), 6.3(b), 6.3(c), 6.3(e), 6.3(f), 6.6, 6.7, 6.8, and 6.9 of the Credit Agreement shall be deleted in its entirety and replaced with “[Reserved].” (f) Deletion of Financial Covenants. Each of Sections 7.1 and 7.2 of the Credit (g) Deletion of Certain Negative Covenants. Each of Sections 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12 and 8.13 shall be deleted in its entirety (h) Fundamental Changes. Section 8.1 of the Credit shall be amended and restated “Fundamental Changes. Such Credit Party will not (a) liquidate, wind up or dissolve, and (b) solely with respect to any Credit Party that is an Account Party, such Account Party will not enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that such Account Party may merge into or consolidate with any other Person so long as (y) the surviving corporation is either (i) such Account Party or (ii) a Wholly Owned Subsidiary of RenRe Holdings   3 organized under the laws of Bermuda or the United States of America, and would occur or exist.” (i) Events of Default. Section 9.1 of the Credit Agreement shall be amended as follows. (i) Section 9.1(d) shall be amended by replacing the phrase “any Credit Party” in such Section with “RenRe Holdings or any Credit Party”. (ii) Section 9.1(f) shall be amended by replacing the phrase “Platinum Holdings or any of its Material Subsidiaries” in such Section with “RenRe Holdings, Platinum Holdings or any of the Material Subsidiaries of Platinum Holdings”. (iii) Section 9.1(g) shall be amended by replacing the phrase “Platinum Holdings (iv) Section 9.1(k) shall be amended and restated in its entirety as follows. Subsidiary of RenRe Holdings other than as otherwise permitted in this Agreement; or” (v) Section 9.1(m) shall be amended and restated in its entirety as follows. “(m) (i) RenRe Holdings shall fail (1) to pay any amounts under the RenRe Holdings Guaranty when due, (2) to comply with the covenants set forth in Section 6.2 of the RenRe Holdings Guaranty or (3) to observe, perform or comply with any other condition, covenant or agreement contained in the RenRe Holdings Guaranty and such failure to observe, perform or comply shall continue for a period of 30 days from the earlier of (I) the date on which any of the Chief Executive Officer, Chief Financial Officer, Treasurer, General Counsel or Controller of Guarantor acquires knowledge of such failure and (II) the date the Administrative Agent has given notice of such failure to Guarantor, (ii) the obligations of RenRe Holdings under the RenRe Holdings Guaranty shall for any reason terminate or cease, in whole or in material part, to be a legally valid and binding obligation of RenRe Holdings, or RenRe Holdings or any Person acting for or on behalf of RenRe Holdings shall contest the validity or binding nature of the RenRe Holdings Guaranty, or (iii) there shall occur an Event of Default under and as defined in the RenRe Holdings Credit Agreement.” (j) Section 11.4 of the Credit Agreement shall be amended to add Section 11.4(d) as follows.   4 “(d) Each notice given to a Credit Party shall also be given concurrently to RenRe Holdings at the address set forth in the RenRe Holdings Guaranty.” ARTICLE III CONDITIONS OF EFFECTIVENESS 3.1 The limited consent set forth in Article I shall become effective as of the date when, and only when, the Administrative Agent shall have received an executed counterpart of this Amendment from the Credit Parties and Lenders constituting Required Lenders under the Credit Agreement. 3.2 The amendments set forth in Section 2.1 hereof shall become effective as of the date (the “Amendment Effective Date”) when, and only when, each of the (a) The Administrative Agent shall have received an executed counterpart of this Amendment from the Credit Parties and Lenders constituting Required Lenders (b) The Merger shall have been consummated substantially simultaneously with the Amendment Effective Date in accordance with the terms of the Merger Agreement in all material respects and without giving effect to any modifications, amendments, consents or waivers of the terms of the Merger Agreement that are material and adverse to the Lenders, the Fronting Bank or the Administrative Agent as reasonably determined by the Administrative Agent, without the prior (c) The Administrative Agent shall have received an executed Guaranty from RenRe Holdings in substantially the form attached hereto as Exhibit A (the “RenRe Holdings Guaranty”); (d) The Administrative Agent shall have received a certificate, signed by a Responsible Officer of Platinum Holdings, in form and substance reasonably Agreement and the other Credit Documents (including the representations and warranties set forth in Article IV hereof) are true and correct as of the Amendment Effective Date, immediately after giving effect to this Amendment Date, immediately after giving effect to this Amendment; (e) The Administrative Agent shall have received a certificate of the secretary, an assistant secretary or other appropriate officer of Platinum Holdings, in certifying that (i) attached thereto is a true and complete copy of the articles   5 organizational document and all amendments thereto of Platinum Holdings as in effect immediately following the consummation of the Merger and (ii) attached of Platinum Holdings as in effect immediately following the consummation of the Merger; (f) The Administrative Agent shall have received a certificate of the secretary, an assistant secretary or other appropriate officer of RenRe Holdings, in form that (i) attached thereto is a true and complete copy of the articles or document and all amendments thereto of RenRe Holdings, certified as of a recent date of such certification, (ii) attached thereto is a true and complete copy of the bylaws or similar governing document of RenRe Holdings, as then in effect certificate, and (iii) attached thereto is a true and complete copy of RenRe Holdings authorizing the execution, delivery and performance of the RenRe Holdings Guaranty, and as to the incumbency and genuineness of the signature of each officer of RenRe Holdings executing the RenRe Holdings Guaranty; (g) There shall be no Loans outstanding on the Amendment Effective Date and the aggregate Letter of Credit Exposure of the Lenders on the Amendment Effective Date shall not be greater than $100,000,000; (h) Each Lender shall have received such other documentation or information regarding RenRe Holdings required to satisfy applicable “know your customer” and Patriot Act, as each Lender may reasonably request at least five Business Days prior to the consummation of the Merger; (i) All material governmental authorizations and approvals necessary in connection with the consummation of the Merger shall have been obtained and shall remain in effect and shall not impose any restriction or condition materially adverse to the Administrative Agent, the Fronting Bank or the Lenders; and no law or regulation shall be applicable that seeks to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the consummation of the Merger; and all third-party consents necessary in connection with the consummation of the Merger shall have been obtained and remain in effect (except for any third-party consents with respect to which the failure to obtain such consents would not result in a Material (j) The Credit Parties shall have paid all reasonable out-of-pocket costs and negotiation, execution and delivery of this Amendment (including, without   6 ARTICLE IV REPRESENTATIONS AND WARRANTIES To induce the Administrative Agent, the Fronting Bank and the Lenders to enter into this Amendment, each Credit Party represents and warrants to the Administrative Agent, the Fronting Bank and the Lenders as follows: 4.1 Authorization; Enforceability. Such Credit Party has taken all necessary corporate action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes the legal, valid and binding obligation of such Credit Party, enforceable against it in 4.2 No Violation. The execution, delivery and performance by each Credit Party not (i) violate any provision of its articles of incorporation or formation, bylaws or other applicable formation or organizational documents, with, result in a breach of, or result in the creation of any Lien under, or require any payment to be made under, or constitute (with notice, lapse of time or both) a default under any material indenture, agreement or other instrument to which it is a party, by which it or any of its properties are bound or to which it is subject, other than, in the case of clauses (ii) and (iii), such contraventions, conflicts, breaches, Liens, payments and defaults that would Adverse Effect. 4.3 Governmental and Third-Party Authorization. No consent, approval, Governmental Authority or other third-party Person is or will be required as a performance by such Credit Party of this Amendment or the legality, validity or enforceability hereof. ARTICLE V ACKNOWLEDGEMENT AND CONFIRMATION Amendment, and except as expressly amended hereby, the Credit Agreement and the and enforceable against it in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect. Fronting Bank and the Lenders that as of the Amendment Effective Date it has no to its obligations under the Credit Documents, or if such Credit Party has any such claims, counterclaims, offsets or defenses to the Credit Documents or any relinquished and released in consideration of the execution of this Amendment. The amendments contained herein shall not, in any manner, be construed to constitute payment of, or   7 Obligations of the Credit Parties evidenced by or arising under the Credit Agreement and the other Credit Documents. This acknowledgement and confirmation by the Credit Parties is made and delivered to induce the Administrative Agent, the Fronting Bank and the Lenders to enter into this Amendment, and the Credit Parties acknowledge that the Administrative Agent, the Fronting Bank and the ARTICLE VI MISCELLANEOUS 6.1 Governing Law. This Amendment shall be governed by and construed and in any such documents shall refer to the Credit Agreement and Credit Documents as amended hereby. This Amendment is limited to the matters expressly set forth herein, and shall not constitute or be deemed to constitute an amendment, expressly set forth herein. This Amendment shall constitute a Credit Document 6.3 Severability. To the extent any provision of this Amendment is prohibited by jurisdiction. 6.4 Successors and Assigns. This Amendment shall be binding upon, inure to the 6.6 Counterparts; Integration. This Amendment may be executed and delivered via subject matter hereof.   8   By:   /s/ Gareth S. Bahlmann Name:   Gareth S. Bahlmann Title:   Assistant Secretary PLATINUM UNDERWRITERS BERMUDA, LTD. By:   Name:   Gareth S. Bahlmann Title:   Assistant Secretary PLATINUM UNDERWRITERS REINSURANCE, INC. By:   Name:   Gareth S. Bahlmann Title:   Assistant Secretary PLATINUM UNDERWRITERS FINANCE, INC. By:   Name:   Gareth S. Bahlmann Title:   Assistant Secretary SIGNATURE PAGE TO as Administrative Agent, as Fronting Bank and as a Lender By: SIGNATURE PAGE TO Syndication Agent and as a Lender By: Name: Inna Kotsubey Title: Vice President SIGNATURE PAGE TO ING BANK N.V., as Documentation Agent and as a Lender By: /s/ M.E.R. Sharman Name: M.E.R. Sharman Title: Managing Director By: /s/ M.D. Riordan Name: M.D. Riordan Title: Managing Director SIGNATURE PAGE TO /s/ Helen Hsu Name: Helen Hsu Title: Director SIGNATURE PAGE TO Exhibit A RenRe Holdings Guaranty [see attached] Commitments and Notice Addresses Commitments   Lender    Commitment      $ 22,500,000.00       $ 22,500,000.00    ING Bank N.V.    $ 22,500,000.00    National Australia Bank Limited    $ 22,500,000.00       $ 10,000,000.00             Total $ 100,000,000.00             Notice Addresses for Credit Parties1 Address: Renaissance House 12 Crow Lane Pembroke, HM-19 Bermuda Attention: Chief Financial Officer General Counsel Fax: (441) 295-4513 Address: Renaissance House 12 Crow Lane Bermuda Attention: Chief Financial Officer   1  Platinum Underwriters Finance, Inc. is the agent to receive, accept and acknowledge for and on behalf Platinum Underwriters Bermuda, Ltd. and Platinum Underwriters Holdings, Ltd. and in respect of their respective properties, be served in any action or proceeding arising under or as a result of the Credit Address: 140 Broadway Suite 4200 USA Attention: Chief Financial Officer General Counsel Fax: (212) 238-9626 Platinum Underwriters Finance, Inc. Address: 140 Broadway Suite 4200 USA Attention: Chief Financial Officer General Counsel Fax: (212) 238-9466     •   Each notice given to a Credit Party shall also be given concurrently to Notice Addresses for Administrative Agent/Wells Fargo as Fronting Bank Administrative Agent’s Office Building 1B1 East, MAC D1109-019 Facsimile: (704) 590-2782 One Wells Fargo Center, 14th Floor, MAC D1053-144 301 South College Street Attention: Karen Hanke Telephone: (704) 374-3061 Facsimile: (704) 715-1486 ABA Routing No. 121000248 Charlotte, North Carolina Account Number: 01459670001944 Ref: Platinum Underwriters Holdings, Ltd. 301 South College Street Attention: Karen Hanke Fronting Bank Wells Fargo Bank, National Association, as Fronting Bank 301 South College Street Attention: Karen Hanke

Exhibit CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Amendment No. 1to Registration Statement on Form S-3, File No. 333-157215,of our report dated March 11, 2008, relating to the consolidated financial statements of Arlington Tankers Ltd. and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2007, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement. /s/ MSPC Certified Public Accountants and Advisors, A Professional

This is an English translation of the Japanese original 9Fixed-term Building Lease Agreement Sumitomo Metal Mining Co., Ltd. (hereinafter referred to as the Lessor) and Mediasite Co., Ltd. (hereinafter referred to as the Lessee) have executed a fixed-term building lease agreement (hereinafter referred to as the Agreement) as prescribed in Article 38 of the Land and House Lease Law with the following terms and conditions in respect of Shinbashi Sumitomo Building (hereinafter referred to as the Building) located at Shinbashi 5-11-3, Minato-ku, Tokyo. Article 1 (Lease Space) 1-1. The Lessor shall lease to the Lessee and the Lessee shall lease from the Lessor the space (hereinafter referred to as the Lease Space) described at the end hereof within the Building. 1-2. Besides the Lease Space stipulated in Subarticle 1-1, the Lessee may use the common areas and common facilities (hereinafter referred to as the Commonly Used Part) described at the end hereof jointly with other tenants. Article 2 (Purpose of Use) The Lessee shall use the Lease Space only for the following purpose and shall not use it for any other purposes. Purpose: Office Article 3 (Lease Period) 3-1. The lease period shall be from October 1, 2016 to December 31, 2020. 3-2. The Agreement shall terminate at the expiry of the lease period stipulated in Subarticle 3-1 and shall not be renewable. 3-3. The Lessor shall give written notification to the Lessee between one year and six months (hereinafter referred to as the Notification Period) prior to the expiry of the lease period stipulated in Subarticle 3-1 stating that the lease will terminate upon expiry of the lease period. 3-4. In the case that the Lessor fails to give the notification stipulated in Subarticle 3-3, the Lessor may not insist on termination of the lease to the Lessee and the Lessee may continue to lease the Lease Space even after the expiry of the lease period stipulated in Subarticle 3-1. However, in the case that the Lessor notifies the Lessee after the Notification Period that the lease will terminate upon expiry of the lease period, the lease will terminate on the date exactly six months from the date on which the notification was given. Article 4 (Rent) 4-1. The rent shall be as described below. The Lessee shall pay the rent for the following month by the 20th day of every month by transferring the amount to the bank account designated by the Lessor. In this case, the bank transfer charge shall be borne by the Lessee. Monthly rent: 4,439,000 yen (4,840 yen per 1m2 with rounding off the amount less than 1,000 yen) The rent for a period less than a month shall be calculated proportionately based on the number of days in the month. 4-2. The rent stipulated in Subarticle 4-1 includes the costs for maintenance and management of the Commonly Used Part and for the standard air conditioning in the Lease Space (hereinafter referred to as the Costs Equal to the Common Service Fee), which is 1,210,000 yen monthly. 4-3. The Lessee shall bear all amounts equal to consumption tax imposed on the amount subject to consumption tax among the rent stipulated in this Article and other payments the Lessee owes to the Lessor. Article 5 (Revision of the Rent) The Lessor and the Lessee shall not revise the rent and Article 32 of the Land and House Lease Law shall not apply. Article 6 (Costs to be Borne by the Lessee) The Lessee shall bear the following costs in relation to the use of the Lease Space. The Lessee shall pay the amount that the Lessor has paid for the Lessee in advance among the following costs upon the Lessor’s request by transferring the amount to the bank account designated by the Lessor by the specified date. In this case, the bank transfer charge shall be borne by the Lessee. 1) Electricity charges for lighting equipment and other equipment in the Lease Space. 2) Water charges for the Lease Space. 3) Expenses relating to use of the air conditioning in the Lease Space outside of the standard operating hours. 4) Actual cleaning and hygiene costs for the Lease Space. 5) Other charges and payments to be borne by the Lessee (however, the Lessor shall notify the Lessee of the amount of the charges and payments in writing in advance and obtain the Lessee’s consent). 6) Amount equal to consumption tax imposed on the above costs. Article 7 (Security Deposit) 7-1. The security deposit shall be 35,512,000 yen (eight months of the rent) and the Lessee shall deposited it with the Lessor without interest by the date of executing the Agreement. 7-2. The Lessor and the Lessee shall not revise the security deposit. 7-3. The Lessee shall not transfer to a third party or offer for security the right to claim the refund of the security deposit. 7-4. The Lessee shall not request to offset the rent or any other obligations owing to the Lessor with the security deposit. 7-5. When the Agreement terminates due to expiration of the lease period, or early termination or cancellation of the Agreement, the Lessor shall appropriate the security deposit to all obligations borne by the Lessee when the Lessee is in arrears with the rent or other obligations and, any balance shall be returned from the Lessor to the Lessee after the Lessee completely evacuated the Lease Space. Article 8 (Management Responsibility) The Lessee shall use the Lease Space and the Commonly Used Part with the reasonable care of a good caretaker. Article 9 (Prohibition of Transfer of the Right etc.) The Lessee shall not commit the following acts. 1) Transfer to a third party or offer for security the right under the Agreement. 2) Sublease to a third party the whole or part of the Lease Space. 3) Use the Lease Space for residence or other similar purposes. 4) Have a third party share the Lease Space or post a name of a party other than the Lessee in the Lease Space. However, this condition does not apply to the Lessee’s affiliate company or agent. In the case that the Lessee intends to share the Lease Space with its affiliate company or agent, the Lessee shall apply to the Lessor in writing in advance and obtain the Lessor’s consent. 5) Commit any act that may inconvenience other tenants, or damage the Building including the Lease Space. Article 10 (Alteration of the Original Condition) 10-1. In the case that the Lessee intends to carry out the following construction for its own convenience, the Lessee shall obtain the Lessor’s prior written consent. Even after the Lessee obtained the Lessor’s consent, the Lessee shall bear all of the costs for the construction. 1) Newly install, add, or change partitions, interior finishing, or other fixtures in the Lease Space. 2) Newly install, add, or change facilities for electricity, water, or air conditioning. 3) Install or expand heavy articles or other devices requiring a large electric capacity such as safes or computers. 4) Put up a signboard, indicate the company name, or display any advertisement. 10-2. Constructions relating to Subarticle 10-1 shall be carried out by the designer and constructor specified or approved by the Lessor according to the standard separately established by the Lessor. 10-3. The Lessee shall bear the real estate acquisition tax, the fixed assets tax, and other taxes and duties related to the fixtures and facilities stipulated in Subarticle 10-1 regardless of the reason or name. Article 11 (Work) In the case that the Lessee outsources the work such as cleaning of the Lease Space, the Lessee shall entrust the contractor specified by the Lessor with the said work. Article 12 (Management Rules) The Lessee shall strictly observe the management rules of Shinbashi Sumitomo Building established by the Lessor. Article 13 (Compensation) 13-1. In the case that the Lessee, or its agent, employee, or contractor causes damage to the Building or physical or property damage to the Lessor or a third party such as other tenant either deliberately or not, the Lessee shall compensate for all of the resulting damage. 13-2. The Lessee shall not claim anything from the Lessor for the damage suffered by the Lessee due to deliberate act or negligence of a third party such as other tenant. 13-3. In the case that the Lessee has failed to perform its monetary obligations such as the rent, the Lessee shall pay to the Lessor a late payment compensation fee calculated at an annual interest of 18.25% on the outstanding amount for a period from the date following the due date to the date of complete payment. Article 14 (The Lessor’s Indemnification) 14-1. The Lessor shall not be liable for the Lessee’s damage caused by a force majeure such as an earthquake, fire, storm, flood, etc., or breakdown of facilities, theft, loss, power failure, or any other reasons not attributable to the Lessor. 14-2. In the case that the Lessee is prevented from using or is restricted in using the Commonly Used Part or a part of the Lease Space during the construction for repair or remodeling of the Building carried out by the Lessor for an unavoidable reason, the Lessee shall not claim anything from the Lessor. However, when conducting such construction, the Lessor shall give prior written notification to the Lessee describing the scale and period of the construction, and the reason why the construction is required. When the extent or duration of the stoppage or restriction of the Lessee’s use is excessive, the Lessor and the Lessee shall resolve the matter through mutual discussion. Article 15 (Entry and Inspection) 15-1. The Lessor or a person designated by the Lessor may, if it is necessary to do so for administration of the Building, enter the Lease Space, inspect the same, and take appropriate measures after giving notification to the Lessee. However, this condition shall not apply in an emergency or urgent situation when the Lessor cannot notify the Lessee of the entry in advance. 15-2. In the case that the situation described in Subarticle 15-1 arises, the Lessee shall cooperate with the Lessor. Article 16 (Repair) 16-1. When the Lessee finds any part requiring repair due to damage or breakdown of the fixtures and facilities in the Lease Space or the Building, the Lessee shall immediately notify the Lessor to that effect. 16-2. The Lessor shall carry out at its own expense the repairs that the Lessor deems necessary for maintaining and improving the Building following notification as described in Subarticle 16-1 and the repairs that the Lessor deems necessary even when the Lessee does not forward any notification. 16-3. Notwithstanding Subarticle 16-2, the Lessee shall bear the expenses of the following repairs. 1) Repair of damages caused for a reason attributable to the Lessee. 2) Repair of the fixtures and facilities owned by the Lessee. 16-4. Even when the Lessee repairs various fixtures and facilities installed in the Lease Space as stipulated in Article 10 at its own expense and on its own responsibility, the Lessee shall obtain the Lessor’s prior written consent regarding the method of repair and shall conduct the repair according to the standard stipulated by the Lessor. However, in an emergency or urgent situation, the Lessee shall obtain the Lessor’s consent immediately after the repair. Article 17 (Notice of Change in Registered Matters etc.) The Lessee shall without delay inform the Lessor in writing of any change in its sales office, trade name, or representative officer. Article 18 (Execution of a Repeat Agreement) 18-1. In the case that the Lessor intends to execute a repeat agreement, the Lessor shall notify the Lessee to that effect within the Notification Period. 18-2. In the case that the Lessor and the Lessee agree at least six months prior to the expiry date of the lease period on the execution of a repeat fixed-term building lease agreement (hereinafter referred to as a Repeat Agreement) as stipulated in Subarticle 18-1 starting on the date following the expiry date of the lease period, the Lessor and the Lessee may execute a Repeat Agreement. 18-3. In the case that a Repeat Agreement is executed, notwithstanding the termination of the Agreement, the stipulation in Article 23 shall not apply. However, by the termination of the lease under the terms of a Repeat Agreement, the Lessee shall fulfill its obligation to restore the Lease Space to the condition it was in at the start of the Agreement. 18-4. In the case that a Repeat Agreement is executed, the security deposit to be refunded from the Lessor to the Lessee as stipulated in Article 7 of the Agreement shall be appropriated to the security deposit to be deposited with the Lessor by the Lessee in accordance to a Repeat Agreement. However, in the case that the security deposit to be appropriated is less than the security deposit under the terms of a Repeat Agreement, the Lessee shall additionally deposit the deficiency by the starting date of a Repeat Agreement. Article 19 (Prohibition of Early Termination) The Lessor and the Lessee may not terminate the Agreement early after executing the Agreement until the expiry date of the lease period. However, only in the case that the Lessor deems that there is an unavoidable reason for the Lessee, the Lessee may terminate the Agreement early by paying to the Lessor the amount equal to the rent for the remaining period of the Agreement as a penalty. Article 20 (The Lessor's Agent) The Lessor may delegate, consign or contract out part or all of its tasks arising under the Agreement to an associated company of the Lessor or to a third party deemed appropriate by the Lessor. Article 21 (Expulsion of Anti-social Force) 21-1. In the case that the Lessee falls into one of the following states, the Lessor may cancel the Agreement without any notification. In this case, the Lessee shall lose all the benefit of time. 1) When the Lessee is deemed to be a gang (as defined in Subarticle 2-2 of the Law for the Prevention of Unjust Acts by Gang Member), a member of a gang, a quasi-member of a gang, a person related to a gang, corporate extortionist, racketeering gangster intruding in civil matters such as an extortionist, a violent group having special knowledge, or any other anti-social force, or a person of similar standing to any of the above (hereinafter collectively referred to as an Anti-social Force). 2) When an Anti-social Force is recognized as being substantively involved in the management of the Lessee. 3) When the Lessee is recognized as making use of an Anti-social Force. 4) When the Lessee is recognized as having provided funds etc. to an Anti-Social Force or having been involved with an Anti-Social Force by extending favors etc. 5) When the Lessee’s director or a person who substantively involved in the management of the Lessee has an association with an Anti-social Force which is similar to those stipulated in Items 2) through 4) above. 21-2. In the case that the Lessor has cancelled the Agreement as stipulated in Subarticle 21-1, the Lessor shall not be responsible for compensating or recompensing the Lessee for any damage suffered by the Lessee, and the Lessor may claim from the Lessee compensation for the damage suffered by the Lessor as Article 22 (Cancellation of the Agreement) Lessor shall notify the Lessee to rectify the situation within an adequate grace period and, in the case that the Lessee does not rectify the situation within the said grace period, the Lessor may cancel the Agreement. 1) When the Lessee has delayed in paying the rent etc. for two months or more. 2) When the Lessee has violated the Agreement or other agreement executed incidentally to the Agreement. 3) When the Lessee has left the Lease Space unused for six consecutive months or more without any justifiable reason. 4) When the Lessee has remarkably obstructed the occupation or use by other tenants. 22-2. In the case that the Lessee falls into one of the following states, the Lessor may immediately cancel the Agreement without giving any notification to the Lessee or taking any other proceedings. 1) When bankruptcy, civil rehabilitation, special liquidation, or reorganization has been petitioned against the Lessee or the Lessee has declared such state. 2) When the Lessee has been stopped from making transactions on its bank accounts owing to a dishonored bill or check. 3) When compulsory execution, auction, appropriation for the purpose of keeping the Lessee's assets intact, or disposition for failure to pay taxes has been petitioned against the Lessee. 4) When the Lessee’s assets, trustworthiness, or business has significantly changed and the Lessor deems that it is difficult to continue the Agreement. 22-3. When the Lessor has cancelled the Agreement in accordance with Subarticles 22-1 and 22-2, in the case that the Lessor has suffered damage as a result of the Lessee’s act, the Lessor may claim from the Lessee compensation for the said damage. Article 23 (Evacuation) When the Agreement terminates due to expiration of the lease period, early termination, cancellation, or any reason, the Lessee shall immediately evacuate the Lease Space and deliver the same to the Lessor as follows: 1) The Lessee shall, by the termination of the Agreement, restore the Lease Space to the condition it was in at the time the Lessee first occupied the Lease Space at the Lessee’s expense and with entrusting the contractor designated by the Lessor. Specifically, the Lessee shall at its expense immediately remove the fixtures, facilities, and other Lessee’s articles newly installed or added in the Lease Space. However, in the case that the Lessor gives consent, the Lessee may evacuate the Lease Space as it is. 2) In the case that the Lessee fails to restore the original condition by the termination of the Agreement, the Lessor may restore the original condition at the Lessee’s expense. However, regarding the articles left by the Lessee, the ownership of the said articles shall be deemed to have been assigned from the Lessee to the Lessor free of charge, and the Lessor may dispose of the articles at its own discretion. 3) Upon evacuation of the Lease Space, the Lessee shall not request the Lessor to purchase the fixtures and facilities newly installed or added by the Lessee in the Lease Space, to repay the expended costs, or to pay the moving cost, evacuation fee, compensation, or any other similar amount for any reason or pretext whatsoever. 4) In the case that the Lessee fails to evacuate the Lease Space at the same time as the termination of the Agreement, the Lessee shall pay to the Lessor the damages twice the rent calculated by the day for the period from the day following the termination of the Agreement to the date on which evacuation is completed as well as the electricity, water, and other charges for the same period. In addition, the Lessee shall compensate for any damage suffered by the Lessor due to such delay in evacuation. 5) In the case that the Lessee does not pay any debt owing to the Lessor, the Lessor may appropriate the security deposit to the said debt. Article 24 (Automatic Termination of the Agreement) In the case that the Building in whole or in part is lost or damaged due to a natural disaster or other force majeure and the Lease Space can no longer be used or restoration of the Lease Space is very costly, the Agreement shall cease its effect automatically. Article 25 (Obligation of Secrecy) The Lessor and the Lessee shall be obliged to keep secret about any confidential information relating to the other party’s business or management, or the other party’s technical information obtained in relation to the Agreement, shall not disclose or divulge the said information to a third party without obtaining the other party’s consent, and shall not use the said secret for any purpose other the purpose of fulfilling the Agreement. This condition shall apply to the case where the Agreement is terminated early and after the termination of the Agreement. Article 26 (Jurisdiction) The agreed court of exclusive jurisdiction in the first instance with respect to any dispute arising in relation to the Agreement shall be the Tokyo District Court. Article 27 (Governing Law) The Japanese law shall govern the Agreement. Article 28 (Negotiation) When either party has a question regarding matters that are not stipulated in the Agreement, both parties shall discuss the matter sincerely, looking for a mutual agreement. Article 29 (Special Agreement) Notwithstanding the stipulation in Article 4 of the Agreement, the Lessor shall exempt the Lessee from obligation to pay the rent (excluding the Costs Equal to the Common Service Fee) only for the period from October 1, 2016 to February 28, 2017. However, the starting date of calculating the Costs Equal to the Common Service Fee, 1,210,000 yen monthly (consumption tax shall be paid separately), shall be the starting date of lease on October 1, 2016. IN WITNESS WHEREOF, both parties have caused the Agreement to be executed, signed and sealed in duplicate, so that each holds one copy. Date: The Lessor: Shinbashi 5-11-3, Minato-ku, Tokyo Sumitomo Metal Mining Co., Ltd. Representative Director, Yoshiaki Nakazato The Lessee: 1. Designation of the Lease Space (1) Location: Shinbashi 5-11-3, Minato-ku, Tokyo (2) Structure and size of the Building: steel framed reinforced concrete structure with two stories below ground and 11 stories above ground, and two-story penthouse (3) Lease space and area: 917.29 m2 on the 8th floor (portion marked with diagonal lines on the drawing below) 2. Commonly Used Part Entrance hall Elevator hall Stairway Corridors Toilet Kitchenette Attached facilities: Electric facilities Water supply and sewage sanitation facilities Air conditioning facilities Elevator facilities Other parts necessary for normal use of the Lease Space [mskkleasea01.jpg] Date: Explanation of the Fixed-term Building Lease Agreement Lessor: (The Lessor) Sumitomo Metal Mining Co., Ltd. Execution of a fixed-term building lease agreement in respect of the lease space stipulated below is explained as follows based on Subarticle 38-2 of the Land and House Lease Law. The agreement on the lease of the lease space stipulated below is not renewable and the lease shall terminate at the expiry of the lease period. Accordingly, the lease space stipulated below must be evacuated by the expiry date of the lease period, except in the case that a new lease agreement (a repeat agreement) starting on the date immediately following the expiry of the lease period is executed. 1. Lease space: 1) Name of the building: Shinbashi Sumitomo Building 2) Location: Shinbashi 5-11-3, Minato-ku, Tokyo [mskkleasea02.jpg] 2. Lease period From October 1, 2016 to December 31, 2020 I hereby certify that I have received the explanation based on Subarticle 38-2 of the Land and House Lease Law in respect of the lease space stipulated above. Date: Lessee (the Lessee)        Seal

PROFESSIONALLY MANAGED PORTFOLIOS SHARE MARKETING PLAN (Rule 12b-1 Plan) (Fixed Compensation Plan in which Advisor Acts as

Exhibit 10.6     BERKSHIRE BANK   AMENDED AND RESTATED THREE YEAR   CHANGE IN CONTROL AGREEMENT   This Amended and Restated Three Year Change in Control Agreement (the “Agreement”) is made effective as of October 1, 2008, by and among Berkshire Hills Bancorp, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, and its wholly-owned subsidiary, Berkshire Bank (the “Bank”), a state chartered savings Bank with its principal administrative offices at 24 North Street, Pittsfield, Massachusetts 01201, and Linda A. Johnston  (“Executive”).   WHEREAS, the Company and the Executive are currently parties to a three year change in control agreement and the Bank and the Executive are currently parties to a three year change in control agreement, each originally entered into as of October 22,  2003 (the “Original Agreements”); and   WHEREAS, the Company and the Bank (collectively, the “Employers”) desire to consolidate the Original Agreements such that the terms and conditions of the Original Agreements will be provided solely under this Agreement; and   WHEREAS, the Employers and the Executive desire to amend and restate the Original Agreements in order to make changes to comply with Section 409A of the issued thereunder in April 2007;   conditions hereinafter set forth and has agreed to such changes; and     Employers and in consideration of the Executive’s agreeing to do so, the parties event that her employment with the Employers is terminated under specified circumstances; and   agree as follows:     Agreement, and continuing on each anniversary thereafter, the disinterested members of the Board of Directors of the Employers (the “Board”) may act to extend the term of this Agreement for an additional year, such that the remaining term of this Agreement will  be three years, unless the Executive elects not to extend the term of this Agreement by giving written notice to the Employers, in which case the term of this Agreement will expire on the third     - 1 -       (a)           If the Executive’s employment by the Employers shall be terminated upon the occurrence of or subsequent to a Change in Control (as defined in Section 2(e) of this Agreement) and during the term of this Agreement by (i) the Employers for other than Cause (as defined in Section 2(f) of this Agreement) or (ii) the Executive for Good Reason (as defined in Section 2(b) of this Agreement), then the Employers shall pay to the Executive the cash severance and benefits provided in Section 3 of this Agreement.   (b)           Good Reason.  Termination by the Executive of the Executive’s Change in Control based on the following:   (i) (1) a material diminution in the Executive’s annual compensation or benefits the Executive’s authority, duties or responsibilities as in effect immediately     (iii) any relocation of Executive’s principal place of employment by more than 25 miles from its location immediately prior to a Change in Control;     (c)           Superior Reason.  Notwithstanding Section 2(b) of this Agreement, in the event, however, that the Chief Executive Officer of the Employers immediately prior to the Change in Control is the Chief Executive Officer of the resulting entity with similar responsibilities and duties and Executive’s position with the resulting entity does not result in: (A) a material diminution in Executive’s annual compensation or benefits as in effect immediately prior to the Change in Control, (B) a material change in work schedule (e.g., from full time to part time or to materially more than previously required without a commensurate increase in compensation) or (C) a relocation of her principal place of employment by more than fifty (50) miles (a “Superior Reason”), then Executive may not voluntarily terminate her employment for Good Reason during the one-year period following the Change in Control and receive any payments or benefits under this Agreement. For the avoidance of doubt, with respect to the immediately foregoing limitation on voluntary termination, if the Executive’s reason to terminate is a Superior Reason, Executive may follow the procedure in Section 2(b) and terminate immediately following the cure period (assuming the Superior Reason has not been cured).  However, if the reason to terminate, occurring at any time during the one-year period set forth herein, is a Good Reason but not a Superior Reason, the Executive may provide the notice of Good Reason within the time specified in Section 2(b) hereof, and the Executive may voluntarily terminate employment in accordance with this Section 2(c) effective upon the expiration of the remainder of said one-year period, and only during a period of 30 days thereafter (e.g., in the 13 month following a Change in Control) assuming the Good Reason has not been cured by the Employers. If one of the events described in Section 2(b) occurs more than one year following the then the Executive may terminate her employment in accordance with Section 2(b) of this Agreement, notwithstanding this Section 2(c).     - 2 -     contrary, the Executive may consent in writing to any demotion, loss, reduction or relocation and waive her ability to voluntarily terminate her employment for Good Reason. The effect of any written consent of the Executive under this Section 2(d) shall be strictly limited to the terms specified in such written consent.   reported in response to Item 5.01of the current report on Form 8-K, as in effect Bank or the Company within the meaning of the Bank Change in Control Act and the Rules and Regulations promulgated by the Federal Deposit Insurance Corporation (“FDIC”) at 12 C.F.R. § 303.4(a) with respect to the Bank and the Board of respect to the Company, as in effect on the date hereof; or (iii) results in a Change in Control of the Bank or Company within the meaning of the Home Owners Loan Act, as amended (“HOLA”), and the applicable rules and regulations the Bank or the Company representing 20% or more of the Bank’s or the Company’s securities purchased by any tax-qualified employee benefit plan of the Bank; or assets of the Bank or the Company or similar transaction occurs in which the   (f)           The Executive shall not have the right to receive termination term “Termination for Cause” shall mean termination because of: (i) the this Agreement which results in a material loss to the Employers, or (ii) the Executive’s conviction of a crime or act involving moral turpitude or a final judgment rendered against the Executive based upon actions of the Executive which involve moral turpitude. For the purposes of this Section, no act, or the failure to act, on the Executive’s part shall be “willful” unless done, or action or omission was in the best interests of the Employers or their affiliates.  Notwithstanding the foregoing, the Executive shall not be deemed to to her a Notice of Termination which shall include a copy of a resolution duly Cause and specifying the particulars thereof in detail. The Executive shall not Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 5 of this Agreement through the Date of Termination, stock options granted to the Executive under any stock option plan shall not be exercisable nor shall any unvested stock awards granted to the Executive under any stock-based incentive plan of the Employers or any be exercisable by or delivered to the Executive at any time subsequent to such Date of Termination for Cause.     - 3 -       during the term of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination for Cause or death), or by the Executive for Good Reason, the Employers shall:   (i) pay the Executive, or in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and   (ii)           cause to be continued life insurance and non-taxable medical, maintained by the Employers for the Executive prior to her Date of Termination, upon the expiration of thirty-six (36) full calendar months from the Date of Termination.   (b)           Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination.   and the regulations promulgated thereunder, such that the Employers and the   4.           EXCESS PARACHUTE PAYMENT PROVISIONS.   distribution made or provided by the Employers to or for the benefit of excise tax under Sections 280G and 4999 of the Code, together with any such   Section 4(c), all determinations required to be made under this Section 4, acceptable to the Company as may be designated by Executive (the “Accounting Firm”) which shall provide detailed supporting calculations to the Company and shall be paid solely by the Company to Executive within five business days of the later of (i) the due date for the payment of any Excise Tax, or (ii) the Section 4(c) and Executive thereafter is required to make a payment of any     - 4 -     (c)           Treatment of Claims.  Executive shall notify the Company in require a Gross-Up Payment to be made.  Such notification shall be given as soon as practicable, but no later than ten business days, after Executive is informed this period that it desires to contest such claim, Executive shall:         imposes as a result of such representation and payment of costs and expenses.  Without limitation on the foregoing provisions of this Section 4(c), and, at its option, may pursue or forego any and all administrative appeals, manner.  Further, Executive agrees to prosecute such contest to a determination interest-free basis (including interest or penalties with respect   Executive shall (subject to the Company’s compliance with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together Section 4(c), a determination is made that Executive shall not be entitled to     - 5 -       (a)           Any purported termination by the Employers or by Executive in   5(c) of this Agreement.   Termination for Cause, the Employers will continue to pay Executive the payments the dispute was given (including, but not limited to, her annual salary) until     shall be paid or provided by the Company.  Notwithstanding the foregoing, any Gross-Up Payment pursuant to Section 6 shall be timely paid in cash or check solely from the general funds of the Company.     supersedes any prior agreement between the Employers and Executive, except that   the employ of the Employers or shall impose on the Employers any obligation to   8.           NON-COMPETITION AND NON-DISCLOSURE.   the Employers or their affiliates in any city, town or county in which Executive’s normal business office is located and the Employers or their affiliates have an office or has filed an application for regulatory approval to the Employers. The parties hereto, recognizing that irreparable injury will result to the Employers, their business and property in the event of Executive’s breach of this Section 8(a), agree that in the event of any such breach by Executive, the Employers will be entitled, in addition to any other remedies and that, in the event of the termination of her employment following a Change in nature than the Employers, and that the enforcement of a remedy by way of will be construed as prohibiting the Employers from pursuing any other remedies available for such breach or threatened breach, including the recovery of damages from Executive.     - 6 -     business activities and plans for business activities of the Employers, as it business of the Employers. Executive will not, during or after the term of her business activities of the Employers or their affiliates to any person, firm, exclusively derived from the business plans and activities of the Employers or their affiliates. In the event of a breach or threatened breach by Executive of the provisions of this Section 8, the Employers will be entitled to an Employers or their affiliates or from rendering any services to any person, construed as prohibiting the Employers from pursuing other remedies available Executive.       Executive, the Employers and their respective successors and assigns.         11.          REQUIRED REGULATORY PROVISIONS.     12.          SEVERABILITY.       - 7 -              15.         ARBITRATION.   from the location of the Employers’ main office, in accordance with the rules of     paid or reimbursed by the Employers if Executive is successful with respect to settled or resolved in Executive’s favor.   17.          INDEMNIFICATION.   The Employers shall provide Executive (including her heirs, executors and she may be involved by reason of her having been a director or officer of the Employers (whether or not she continues to be a director or officer at the time   18.          SUCCESSOR TO THE EMPLOYERS.   The Employers shall require any successor or assignee, whether direct or substantially all the business or assets of the Employers, to expressly and unconditionally assume and agree to perform the Employers’ obligations under this Agreement in the same manner and to the same extent that the Employers     - 8 -     SIGNATURES   executed by their duly authorized officers, and Executive has signed this Agreement, on the 30th day of December, 2008.   ATTEST:           /s/ Wm. Gordon Prescott   By: Wm. Gordon Prescott,                   ATTEST:   BERKSHIRE BANK           By:                   WITNESS:   EXECUTIVE         /s/ Rose Glaszcz   By: Rose Glaszcz, Witness     Linda A. Johnston     - 9 -    

Exhibit 12.1 BNSF RAILWAY COMPANY and SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (In millions, except ratio amounts) (Unaudited) Six Months Ended June 30, 2007 2006 (As Adjusted)a Earnings: Income before income taxes $ 1,583 $ 1,664 Add: Interest and other fixed charges, excluding capitalized interest 46 60 Reasonable approximationof portion of rent under long-term operating leases representative of an interest factor 141 125 Distributed income of investees accounted for under the equity method 2 2 Amortization of capitalized interest 1 2 Less:Equity in earnings of investments accounted for under the equity method 10 10 Total earnings available for fixed charges $ 1,763 $ 1,843 Fixed charges: Interest and fixed charges $ 54 $ 67 Reasonable approximation of portion of rent under long-term operating leases representative of an interest factor 141 125 Total fixed charges $ 195 $ 192 Ratio of earnings to fixed charges 9.04x 9.60x aPrior year numbers have been adjusted for the retrospective adoption of FSP AUG AIR-1, Accounting for Planned Major Maintenance Activities. See Note 1 of the Consolidated Financial Statements for additional information. FORM 10-Q E-2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2013 BioLineRx Ltd. (Translation of Registrant’s name into English) P.O. Box 45158 19 Hartum Street Jerusalem 91450, Israel (Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F þForm 40-F o Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: Yes oNo þ Item 1.01. Entry into a Material Definitive Agreement On February 6, 2013, BioLineRx Ltd. (the “Company”) issued a press release announcing that it has entered into a definitive agreement with leading healthcare investor OrbiMed Israel PartnersLimited Partnership, an affiliate of OrbiMed Advisors LLC(“OrbiMed”), pursuant to which OrbiMed has agreed to purchase2,666,667 American Depositary Shares (“ADSs”), each representing ten (10) of its Ordinary Shares, and1,600,000 warrants to purchase an additional1,600,000 ADSs, at a unit price of $3.00.The warrants have an exercise price of $3.94 per warrant and are exercisable starting from the issuance date for a term of five years. The securities were offered pursuant to a prospectus as a direct placement.Copies of the press release announcing the transaction, the Subscription Agreement and the Form of Warrant are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference. Exhibit Index Exhibit 99.1 Press Release issued on February 6, 2013 Exhibit 99.2 Subscription Agreement dated February 6, 2013, between BioLineRx Ltd. and OrbiMed Israel PartnersLimited Partnership Exhibit 99.3 Form of Warrant to purchase American Depositary Shares SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BioLineRx Ltd. By: /s/Philip Serlin Philip Serlin Chief Financial and Operating Officer Date: February 6, 2013

FIRST AMENDMENT TO DISTRIBUTION, LICENSE, DEVELOPMENT AND SUPPLY AGREEMENT This First Amendment to Distribution, License, Development and Supply Agreement (the “Amendment”) is made and entered into effective as of May 31, 2016 (the “Effective Date”) by and between AstraZeneca UK Limited, a company incorporated in England under no. 3674842 whose registered office is at 2 Kingdom Street, London, W2 6BD, England (“AstraZeneca”), and Impax Laboratories, Inc., a Delaware corporation located at 30831 Huntwood Avenue, Hayward, CA 94544 (“Impax”), and amends that certain Distribution, License, Development and Supply Agreement by and between AstraZeneca and Impax dated January 31, 2012 (the “Agreement”). AstraZeneca and Impax are sometimes referred to herein RECITALS WHEREAS, the Parties entered into the Agreement to grant Impax the right to distribute and sell certain pharmaceutical products containing zolmitriptan (Zomig®) in the Territory (as defined in the Agreement), to seek regulatory approval for one or more new indications with respect to such products, to develop one or more additional products for commercialization in the Territory, and other related rights described therein; WHEREAS, among other things, AstraZeneca retained rights to continue to be the holder of NDAs for such products in the Territory, which included the obligation to complete certain Selected Mandated Studies (as defined in the Agreement); WHEREAS, the Selected Mandated Studies include the obligation to conduct the juvenile toxicity study and pediatric study under PREA for the acute treatment of migraine in pediatric patients ages 6 to 11 years, as set forth by the U.S. Food and Drug Administration and further described in the protocol for such study attached as Exhibit A to this Amendment (the “PREA Commitment Study,” as further described below); and WHEREAS, AstraZeneca and Impax have agreed to effect the transfer from AstraZeneca to Impax of certain activities and obligations with respect to the PREA Commitment Study on the terms and subject to the conditions set forth in this Amendment. 1.    Definitions. Any capitalized term not otherwise defined in this Amendment 2.    Amendment to Article 1 (Definitions) of the Agreement. Article 1 of the Agreement is hereby amended by adding the following definitions: portions. “1.226.    “Party Written Consent” means (a) with respect to a matter to be agreed by an appropriate officer or employee of such Party and (b) with respect to a Party.” “1.227.    “PREA Commitment Study” means that certain Selected Mandated Study commitment required to be performed by the FDA [****] including (a) the activities set forth in the PREA Commitment Study Clinical Protocol, (b) the Toxicology Study, and (c) subject to Section 7.2.9, any subsequent amendments and modifications to the scope of such PREA Commitment Study, or any additional Studies as determined by the JDC, on the one hand, and the FDA, on the other hand.” “1.228.    “PREA Commitment Study Clinical Protocol” means the protocol for the PREA Commitment Study attached to this Amendment as Exhibit A.” “1.229.    “PREA Development Plan” means the written operational development plan to conduct the PREA Commitment Study as established by the JDC.” “1.230.    “PREA Study Obligations” means Impax’s obligations solely in relation to the PREA Commitment Study as set forth in Section 4.6 of this Agreement.” “1.231.     “PREA Toxicology Study” means the juvenile rat toxicology Study to be conducted by Impax over an expected period of [****] prior to the commencement of the activities set forth in the PREA Commitment Study Clinical Protocol. The protocol for the PREA Toxicology Study is attached to this Amendment as Exhibit B.” 3.    Amendment to Article 2 (Governance) of the Agreement. Article 2 of the (a)    Section 2.2.1 of the Agreement is hereby amended by adding the Joint Development Committee to the definition of Joint Committees as follows: “Within fifteen (15) days after the Effective Date, the Parties shall establish a joint operating committee (the “Joint Operating Committee” or “JOC” and collectively with the JSC and the JDC (as defined in Section 2.6.1), the “Joint Committees”): (b)    A new Section 2.6 shall be added to Article 2 as follows: 2.6.    PREA Commitment Study Joint Development Committee.   2.6.1.    Formation. Solely for the purposes of the conduct of the PREA Commitment Study, the Parties shall establish a joint development committee (the “Joint Development Committee” or “JDC”) by the date that is thirty (30) days after the Effective Date. The 2 portions. JDC shall consist of three (3) representatives from each of the Parties, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Parties with respect to the issues falling within the jurisdiction of the JDC. At least one (1) representative from each Party shall have a background in clinical operations, and at least one (1) representative from each Party shall have a regulatory affairs background. From time to time, written notice to the other Party. AstraZeneca shall select from its representatives the chairperson for the JDC. From time to time, AstraZeneca may change the representative who shall serve as chairperson on written notice to Impax. The general provisions applicable to the JOC set forth in Sections 2.3 and 2.4 shall apply to the conduct of the JDC during the duration of the PREA Commitment Study mutatis mutandis. Upon the earlier of (i) full performance by Impax of the PREA Commitment Study and (ii) termination of Impax’s performance of the PREA Commitment Study in accordance with Sections 4.7.1 or 4.7.2, the JDC shall be dissolved and Sections 2.6.1, 2.6.2, 2.6.3 and 2.6.4 shall cease to be of any further effect. 2.6.2.    Specific Responsibilities. Upon the formation of the JDC and subject in all cases to final approval by [****] the JDC shall agree upon and execute the PREA Development Plan. The PREA Development Plan shall consider all aspects of the conduct of the trial, including but not limited to, protocol development, site selection, the use of a contract research organization, CRF and database design, and such other matters as the JDC may determine are necessary based on FDA recommendations or requirements with respect to such Study. Such PREA Development Plan shall be finalized by the JDC within [****] of the formation of the JDC. For clarity, the Parties acknowledge and agree that the third sentence of Section 2.1.3(i) regarding escalation of certain disputes shall be inapplicable to disputes relating to the PREA Development Plan, and that [****] shall have final decision-making authority with respect to the PREA Development Plan and all regulatory interactions related thereto; provided, however, that [****] shall give good faith consideration to the input of [****] in making such decisions and in conducting such interactions. 2.6.3.    General Responsibilities.    In addition to the JDC’s specific responsibilities, the JDC shall serve as a general consultative forum to review and discuss the PREA Commitment Study. In particular, the JDC shall serve as a forum for: (i) discussing and periodically reviewing any updates to the PREA Development Plan; (ii) making such other decisions as may be delegated to the JDC pursuant to this Agreement, or otherwise by written agreement of the Parties; (iii) establishing other working groups to implement the foregoing responsibilities, which working groups shall have such responsibilities and be comprised of such equal number of employees from each of the Parties with such expertise and seniority, as the JDC may direct from time to time, and supervise and direct the activities of such working groups and accept 3 portions. reports and recommendations from such working groups; (iv) discussing any proposed amendment to the scope of activities under PREA Development Plan and the nature and scope of any potential increase in the budget associated with such proposed amendment, as set forth in Section 7.2.9 of the Agreement; (v) if applicable, discussing and agreeing upon the process associated with wind down, closing or transfer to AstraZeneca or a Third Party of the PREA Commitment Study; and (vi) providing updates on the PREA Commitment Study to AstraZeneca. 2.6.4    Dispute Resolution. Each Party’s representatives on the JDC shall use reasonable efforts to reach consensus with the other Party’s representatives on all matters within the jurisdiction of the JDC. If the JDC cannot, or does not, reach consensus on an issue at a meeting (or within such other period as the Parties may mutually agree), then either Party shall have the right to refer the dispute to the JSC for resolution and a special meeting of the JSC shall be called for such purpose. For avoidance of doubt, the JDC shall not have decision-making power for any matter outside the scope of PREA Commitment Study, and notwithstanding any provision of this Agreement to the contrary, neither the JDC nor the JSC shall have the authority to alter or amend the PREA Development Plan without [****] express written consent. 4.    Amendment to Article 4 (Development Activities) of the Agreement. Article 4 of the Agreement is hereby amended as follows: (a)    Section 4.1.1 of the Agreement is hereby amended by adding the following sentence immediately after the last sentence of the Section: “Without limiting the foregoing, the Parties acknowledge and agree that Impax shall conduct the PREA Commitment Study in accordance with the provisions of Section 4.6 below unless and until Impax’s performance thereof is terminated pursuant to Section 4.7.1, 4.7.2 or 14.2.1 below. For clarity, except as specifically provided in this Agreement with respect to Impax’s performance of the PREA Commitment Study, the PREA Commitment Study shall continue to be construed as a Selected Mandated Study, as such term is defined and utilized in this Agreement.” (b)    Section 4.1.2 of the Agreement is hereby amended by adding the following “(iii) The foregoing subsections (i) and (ii) shall not apply to the PREA Commitment Study, which shall be conducted by Impax in accordance with Section 4.6 below. Notwithstanding the fact that Impax shall at any time perform the PREA Commitment Study, the PREA Commitment Study shall not for any purposes in this Agreement 4 portions. be construed as an Impax Study, as such term is defined and utilized in this Agreement.” (c)    A new Section 4.1.6 shall be added to Section 4.1 as follows: “4.1.6    Ownership and Use of Study Data from Selected Mandated Studies. AstraZeneca shall be the sole owner of all Study Data arising from the Selected Mandated Studies, including the PREA Commitment Study (the “Selected Mandated Study Data”). Impax shall provide AstraZeneca with copies of all Study Data arising from the PREA Commitment Study upon AstraZeneca’s request, or in any event following completion of the PREA Commitment Study. AstraZeneca hereby grants to Impax a non-exclusive, perpetual, royalty-free, license (including a right of reference) to access and use the Selected Mandated Study Data in connection with the development (including regulatory activities) manufacture, use and sale of Licensed Products and products containing the Licensed Compound in the Field and in the Territory.” (d)    Section 4.2 of the Agreement is hereby amended to read as follows: “4.2.    Development Costs. Except as provided herein, Impax shall be responsible for all costs and expenses in connection with (i) all Impax Studies and (ii) Impax’s performance of the PREA Commitment Study. For the avoidance of doubt, AstraZeneca shall bear, and shall not be entitled to reimbursement for, any costs and expenses incurred in connection with the performance of (i) the Selected Mandated Studies (other than the PREA Commitment Study) and (ii) the PREA Commitment Study to the extent performed by any person other than Impax, its Affiliates, Sublicensees, Subcontractors or any other Third Party acting on behalf of Impax in connection therewith. This Section 4.2 is without prejudice to the PREA Royalty Reduction, which shall apply as set forth in Section 7.2.8.” (e)    Section 4.5.2 of the Agreement is hereby amended to read as follows: “4.5.2    Through the JOC, AstraZeneca shall keep Impax reasonably informed on at least a quarterly basis with regard to the progress and status of the Selected Mandated Studies (other than the PREA Commitment Study) and any AstraZeneca Study.” (f)    A new Section 4.6 shall be added to Article 4 as follows: “4.6.    PREA Commitment Study. 4.6.1    Conduct of the PREA Commitment Study. Notwithstanding the foregoing Section 4.1.1 or anything to the contrary in this Agreement, Impax shall perform the PREA Commitment Study in accordance with the remainder of this Section 4.6. Impax (and its Affiliates and Subcontractors) shall perform the PREA Commitment Study in accordance with the PREA Development Plan and shall use Commercially 5 portions. Reasonable Efforts to complete and prepare the final clinical study report for the PREA Commitment Study within the timeframe set forth in the PREA Development Plan; provided, however, [****]. With respect to the PREA Commitment Study, Impax shall be responsible for day-to-day decisions regarding its own performance of the PREA Commitment Study in accordance with the PREA Development (i) planning individual activities; (ii) deciding on how and when to assign what resources and execute other activities needed to complete the work; (iii) determining if the PREA Commitment Study will be undertaken by contract research organizations; provided, that the selection of a contract research organization to the PREA Commitment Study will be subject to Party Written Consent of both Impax and AstraZeneca, where such consent shall not be unreasonably withheld or delayed by either Party; (iv) site selection; and (v) CRF and database design. 4.6.2    Regulatory Documentation. As set forth in Section 5.2.1, AstraZeneca shall continue to hold the IND, NDA and Product Labeling and Inserts and shall be the regulatory sponsor for the PREA Commitment Study regardless of whether Impax, AstraZeneca or any third person performs activities in relation to such Study. AstraZeneca shall be responsible, at AstraZeneca’s sole expense, for the preparation and filing of all Regulatory Documentation in relation to the PREA Commitment Study, including without limitation the application and any documentation required in connection with any supplemental NDA for a Licensed Product, as set forth in Section 5.2.1, regardless of whether Impax, AstraZeneca or any third person performs activities in relation to such Study. AstraZeneca shall also be responsible for reporting to any Regulatory Authority information relating to serious adverse events (“SAEs”) arising from Impax’s performance of the PREA Commitment Study, provided that Impax will promptly notify AstraZeneca of the occurrence of any such SAE, and shall provide AstraZeneca with data and information relating to the SAE and required pursuant to the Safety Agreement, or that is necessary for AstraZeneca to fulfill such reporting obligation under Applicable Law, and Impax shall reasonably cooperate with AstraZeneca in connection with such reporting. All such Regulatory Documentation shall be owned by AstraZeneca in accordance with Section 5.1.1. Without limiting the foregoing, Impax shall be responsible for preparing and providing to AstraZeneca upon preparation thereof the annual summary required by the FDA of activities conducted in relation to the PREA Commitment Study during such twelve (12) month period. 6 portions. 4.6.3    Clinical Supply. AstraZeneca shall be responsible, at its expense, for supplying all Licensed Products, as well as any control, comparator or placebo compound for use in the PREA Commitment Study as set forth in the PREA Development Plan regardless of whether Impax, AstraZeneca or any Third Party performs such Study.” (g)    A new Section 4.7 shall be added to Article 4 as follows: “4.7.    Termination of Impax’s Obligation to Perform the PREA Commitment Study 4.7.1    Termination for Safety Reasons. AstraZeneca shall have the right to terminate Impax’s continued performance of the PREA Commitment Study with immediate effect by giving written notice that AstraZeneca in good faith believes that Impax’s continued performance of the PREA Commitment Study would present a substantial safety risk. 4.7.2    Other Termination. Either Party may, subject to Section 4.7.3, terminate Impax’s continued performance of the PREA Commitment Study upon (i) the FDA determines in writing that it no longer requires the PREA Commitment Study to be completed; (ii) the FDA (i) requires that the PREA Commitment Study [****]; (iii) the FDA requires any other change to the design of the PREA Commitment Study as currently envisaged in the PREA Commitment Study Clinical Protocol, that would, in Impax’s reasonable opinion, result in non-reimbursable costs to Impax, to the extent associated with such material changes and excluding any other costs incurred by Impax, of more than [****]; or (iv) the JDC or AstraZeneca establishes a PREA Development Plan or subsequently amends an existing PREA Development Plan to include additional activities that are not expressly contemplated in the PREA Commitment Study Clinical Protocol and which would if undertaken, in Impax’s reasonable opinion, result in non-reimbursable costs to Impax, to the extent associated with such additional activities and excluding any other costs incurred by Impax, of more than [****]. 4.7.3    Alternatives to Termination. Prior to any termination of Impax’s performance of the PREA Commitment Study by either Party, the Parties shall first refer the matter giving rise to a potential termination right to the JDC for good faith discussion of potential resolution of such matter without requiring termination of Impax’s continued performance of the PREA Commitment Study. 7 portions. 4.7.4    Effects of Termination of the PREA Commitment Study. If either Party elects to terminate Impax’s continued performance of the PREA Commitment Study prior to completion pursuant to Sections 4.7.1 or 4.7.2, the Parties shall promptly meet to discuss the process for either (a) winding down and closing the PREA Commitment Study, or (b) in the case of termination under Section 4.7.2(b) through (d), at AstraZeneca’s request and reasonable discretion, transferring the conduct of the PREA Commitment Study to AstraZeneca or a Third Party. Termination of Impax’s performance of the PREA Commitment Study pursuant to this Section 4.7 at any time shall relieve Impax of any further obligation to conduct the PREA Commitment Study other than as may be required in connection with any transfer to AstraZeneca or a Third Party, any winddown activities or as otherwise required by Applicable Law. To the extent the FDA thereafter continues to require the performance of the PREA Commitment Study, AstraZeneca shall conduct such Study in accordance with its general obligations under Section 4.1.1. Section 7.2.10 shall apply following any termination of Impax’s performance of the PREA Commitment Study” 5.    Amendment to Article 7 (Payments and Records) of the Agreement. Article 7 (a)    The first sentence of Section 7.2.4 shall be amended to read as follows: “7.2.4.    Maximum Amount of Royalty Reduction. Notwithstanding any term or condition of this Agreement to the contrary, except as set forth in Section 7.2.8 and 7.2.9, in no event shall the royalties payable to AstraZeneca pursuant to Sections 7.2.1 and 7.2.2 be reduced by more than [****] in any Calendar Quarter as a result of any reductions, offsets or setoffs permitted pursuant to this Agreement, whether taken in a Calendar Quarter alone or in the aggregate with other permitted reductions or offsets, including pursuant to Section 7.2.3 and Section 8.15.” (b)    The first sentence of Section 7.2.5 shall be amended to read as follows: 7.2.5.    Other Limitation on Royalty Reductions. Notwithstanding any right of offset or reduction of royalties provided in this Agreement, except as provided in Sections 7.2.8 and 7.2.9, in no event shall any offset or reduction in royalties payable by Impax, including pursuant to Sections 7.2.3, 8.15, 10.4.2, and 10.6 whether such reduction is calculated alone or as aggregated with other permitted reductions or offsets, cause the royalty amount payable by Impax to AstraZeneca in any Calendar Quarter to fall below the [****] with respect to such Calendar Quarter [****] in the Territory.” (c)    New Sections 7.2.8, 7.2.9 and 7.2.10 shall be added to Article 7 as follows: “7.2.8    Royalty Adjustment for PREA Commitment Study. In consideration for Impax’s agreement to conduct and bear the costs and expenses associated with the PREA Commitment Study, the Parties agree that commencing in the Calendar Quarter ending June 30, 2016, the total Royalty Payments payable by Impax to AstraZeneca in each Calendar 8 portions. Quarter under this Section 7.2 shall be reduced in the absolute amounts set forth in the table below, in an aggregate absolute amount of thirty million dollars ($30,000,000) (such amounts, the “PREA Royalty Reduction”): Year Calendar Quarter Reduction of Aggregate Royalty Payment in each applicable Calendar Quarter 2016 Calendar Quarter ending June 30, 2016 2016 Calendar Quarter ending September 30, 2016 2016 Calendar Quarter ending December 31, 2016 2017 Calendar Quarter ending March 31, 2017 2017 Calendar Quarter ending June 30, 2017 2017 Calendar Quarter ending September 30, 2017 2017 Calendar Quarter ending December 31, 2017 2018 Calendar Quarter ending March 31, 2018 2018 Calendar Quarter ending June 30, 2018 2018 Calendar Quarter ending September 30, 2018 2018 Calendar Quarter ending December 31, 2018 2019 Calendar Quarter ending March 31, 2019 2019 Calendar Quarter ending June 30, 2019 2019 Calendar Quarter ending September 30, 2019 9 portions. 2019 Calendar Quarter ending December 31, 2019 2020 2020 Calendar Quarter ending June 30, 2020 2020 Calendar Quarter ending September 30, 2020 2020 Calendar Quarter ending December 31, 2020 Total PREA Royalty Reduction $30,000,000      For clarity, the PREA Royalty Reduction shall apply in each Calendar Quarter for the Calendar Years set forth in the table above after any deductions applicable under Sections 7.2.3, 8.15, 10.4.2 and 10.6, and shall not be subject to the limitations set forth in Sections 7.2.4 and 7.2.5. If the PREA Royalty Reduction in any Calendar Quarter calculated in accordance with the table above exceeds the amount of the aggregate of the Royalty Payments payable to AstraZeneca in such Calendar Quarter, the Royalty Payment owed for such Calendar Quarter shall be reduced to zero dollars ($0) and AstraZeneca shall pay to Impax in immediately available funds, within [****] following the delivery by Impax to AstraZeneca of the reports and payments for such Calendar Quarter under Section 7.3, an amount equal to the difference between the absolute amount of the applicable PREA Royalty Reduction and the Royalty Payment that would have been owed for such Calendar Quarter prior to application of the PREA Royalty Reduction. For clarity, any completion by Impax of the PREA Commitment Study prior to the date of application of the last PREA Royalty Reduction shall not in any way reduce the aggregate PREA Royalty Reduction set forth in the table above, or in way vary the dates of application thereof as set forth herein this Section 7.2.8. 7.2.9    Changes to PREA Commitment Study. The Parties acknowledge and agree that in the event that (a) the FDA requires changes to the design and/or scope of the PREA Commitment Study or (b) the JDC or the JSC requires Impax to perform additional activities that are not included within the PREA Commitment Study Clinical Protocol, the Parties, through the JDC, shall promptly estimate in good faith any additional costs associated with such changes that are in Impax’s reasonable opinion reasonably likely to be incurred by Impax in performance thereof and thereafter the Parties shall, prior to the implementation of such changes to the design and/or scope of the PREA Commitment Study by Impax or the performance by Impax of such additional activities, discuss and agree upon an increase in the amount of the PREA Royalty Reduction (and the Calendar Quarters in which such PREA Royalty Reduction shall apply) to compensate Impax for such additional costs. 10 portions. 7.2.10    Royalty Reduction in the Event of Early Termination. In the event Impax’s performance of the PREA Commitment Study is terminated by either Party prior to completion in accordance with Section 4.7.1 or 4.7.2 (but not, for the avoidance of doubt, in the event of an alleged material breach by Impax of its PREA Study Obligations), the PREA Royalty Reduction shall continue to apply following the effective date of such termination for the limited periods set forth as follows: (i) if the effective date of termination occurs prior to [****], the PREA Royalty Reduction shall apply in full as set forth in the table in Section 7.2.8, up to and including the end of the [****] after which no further PREA Royalty Reduction shall apply towards future Royalty Payments; (ii) if the effective date of termination occurs between [****], the PREA Royalty Reduction shall apply in full for the Calendar Quarter in which such termination occurs, and for the following [****] Calendar Quarters after which no further PREA Royalty Reduction shall apply towards future Royalty Payments; (iii) PREA Royalty Reduction shall apply towards future Royalty Payments; and (iv) Reduction shall apply in full through to [****], provided that if the Parties agree upon additional funding for the PREA Commitment Study pursuant to Section 7.2.9 such that the PREA Royalty Reduction continues to apply after [****], the Parties shall also agree upon an equitable adjustment to the application of the PREA Royalty Reduction upon any termination of the PREA Commitment Study based on the principles set forth in this Section 7.2.10 (iii) and (iv) after which no further PREA Royalty Reduction shall apply towards future Royalty Payments. For clarity, in no event will any amounts already applied by Impax by way of a PREA Royalty Reduction in any Calendar Quarter prior to the effective date of termination of Impax’s performance of the PREA Commitment Study be refundable to AstraZeneca. Following the conclusion or transfer of the PREA Commitment Study, and following the application of the PREA Royalty Reductions following termination as set forth in this Section 7.10.2(i) through (iv), as applicable, the Royalty Payments shall revert to those as expressed under Section 7.2 of the Agreement without application of the PREA Royalty Reduction.” 6.    Amendment to Article 13 (Indemnity) of the Agreement. Article 13 of the 11 portions. (a)    Section 13.1.8 shall be amended to read as follows: “13.1.8 the conduct of any Impax Study or the breach, gross negligence, or willful or intentional misconduct by Impax in the conduct of the PREA Commitment Study:” (b)    Section 13.2.7 shall be amended to read as follows: “13.2.7 the conduct of the Selected Mandated Studies or any AstraZeneca Studies;” 7.    Amendment to Article 14 (Term, Termination and Other Remedies) of the Agreement. Article 14 of the Agreement is hereby amended as follows: (a)    Section 14.2.1 shall be amended to read as follows: “14.2.1. Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more Notice”). If the Breaching Party disputes that it has committed a material breach of one or more of its material obligations under this Agreement, then it may refer the matter to the JOC or, in relation to any alleged material breach of the PREA Study Obligations, the JDC for dispute resolution in accordance with Section 2.2.3 or, solely in connection to disputes in relation to the PREA Study Obligations, Section 2.6.4, and, if the JOC is unable to resolve the dispute as contemplated in Section 2.2.3 or the JDC is unable to resolve the dispute as contemplated in Section 2.6.4, then to the JSC for dispute resolution in accordance with Sections 2.1.1 and 2.1.3 (except that (i) the provisions of the third sentence of Section 2.1.3(i) (regarding the power to make final resolutions held by the Senior Officer of Impax) and (ii) disputes in connection to the PREA Study Obligations shall not apply for purposes of this Section 14.2.1). If the JOC and the JSC or, in relation to any alleged material breach of the PREA Study Obligations, the JDC and JSC, are unable to resolve the dispute, and the Breaching Party fails to cure such alleged breach within [****] after the receipt of the Default Notice, or in the case of a Payment default, within [****] after receipt of the Default Notice, the Non-Breaching Party may: (i) in the event of a material breach other than an alleged material breach by Impax of its PREA Study Obligations, terminate this Agreement upon written notice to the Breaching Party and (ii) in the event of an alleged material breach by Impax of its PREA Study Obligations, AstraZeneca may immediately terminate Impax’s continued performance of the PREA Commitment Study, in which case no further PREA Royalty Reduction shall apply towards future Royalty Payments. Notwithstanding the foregoing, in the event of a breach (other than a payment breach or a breach by Impax under Section 3.5) cannot be cured within such [****] period, the period for cure may be extended an additional [****] provided that the Breaching Party has promptly commenced efforts to cure such breach after the Default Notice and thereafter diligently continues such efforts. For clarity, breach by Impax of the PREA Study Obligations shall not give rise to any right of AstraZeneca to terminate this Agreement.” 12 portions. (b)    Section 14.3.1 shall be amended to read as follows: “14.3.1. Except with respect to the PREA Commitment Study and the PREA Study Obligations, termination of which is exclusively governed by Section 4.7 of this Agreement, Impax may terminate this Agreement any time after December 31, 2015, by giving AstraZeneca [****] prior written notice thereof.” 8.    No Other Amendments. Except as expressly amended by this Amendment, all of apply equally to this Amendment. 9.    Counterparts; Facsimile Execution. This Amendment may be executed in two signatures. ASTRAZENECA UK LIMITED By: /s/ William (Liam) Mcllveen Name: William (Liam) Mcllveen Title: Authorized Signatory By: /s/ Fred Wilkinson Name: Fred Wilkinson     13 portions.

Exhibit 10.5   June 1, 2008    Mr. Eberhard Schoneburg 25/F., Ellipsis Building Happy Valley Hong Kong     Dear Eberhard,   This letter sets forth the mutual agreement between you and Artificial Life, Inc. (the “Company”) concerning an amendment to your employment agreement with the Company dated as of July 1, 2006, as amended March 28, 2007, (the “Employment Agreement”). This amendment to the Employment Agreement shall be deemed effective as of June 1, 2008.   Section 4(a) of the Employment Agreement is hereby amended to read in its entirety:   “Base Salary. You shall receive an initial base salary equal to US Dollars Three Hundred and Sixty thousand dollars and 00/100 (US $360,000) per annum, which base salary shall be paid in arrears in equal monthly installments. The amount of such base salary shall be reviewed yearly with a view to increases based on performance; provided, however, that the minimum increase per annum shall be at least twenty five percent (25%).”   Section 5 of the Employment Agreement is hereby amended to read in its entirety:   “Subject to Paragraph 6 hereof, your employment and appointment hereunder shall be for a fixed term commencing on the date hereof and expiring on December 31, 2011, unless extended or earlier terminated as provided in accordance with the terms hereof ("the Term"). On December 31, 2011, and each anniversary thereof, the Term shall be automatically extended for an additional period of one (1) year, unless you or the Company give written notice of at least ninety (90) days prior to the end of the then current Term indicating that the Term will not be so extended.”   Except for the modifications set forth above, the Employment Agreement shall remain in full force and effect in accordance with its terms. Please sign below to acknowledge your agreement to the terms and conditions of this amendment to the Employment Agreement.   Yours sincerely,   Confirmed and agreed by     /s/ Claudia Alsdorf               /s/ Eberhard Schoneburg            Claudia Alsdorf, Director  Eberhard Schoneburg    /s/ Dr. Gert Hensel                  Dr. Gert Hensel, Director      /s/ Rene Jaeggi                       Rene Jaeggi, Director       

Name: Commission Regulation (EC) No 1492/2004 of 23 August 2004 amending Regulation (EC) No 999/2001 of the European Parliament and of the Council as regards eradication measures for transmissible spongiform encephalopathies in bovine, ovine and caprine animals, the trade and importation of semen and embryos of ovine and caprine animals and specified risk material(Text with EEA relevance) Type: Regulation Subject Matter: agricultural activity; agricultural policy; means of agricultural production; health; trade Date Published: nan 24.8.2004 EN Official Journal of the European Union L 274/3 COMMISSION REGULATION (EC) No 1492/2004 of 23 August 2004 amending Regulation (EC) No 999/2001 of the European Parliament and of the Council as regards eradication measures for transmissible spongiform encephalopathies in bovine, ovine and caprine animals, the trade and importation of semen and embryos of ovine and caprine animals and specified risk material (Text with EEA relevance) THE COMMISSION OF THE EUROPEAN COMMUNITIES, Having regard to the Treaty establishing the European Community, Having regard to Regulation (EC) No 999/2001 of the European Parliament and of the Council of 22 May 2001 laying down rules for the prevention, control and eradication of certain transmissible spongiform encephalopathies (1), and in particular the first paragraph of Article 23 thereof, Whereas: (1) Regulation (EC) No 999/2001 lays down rules for eradication measures to be carried out following the confirmation of transmissible spongiform encephalopathy (TSE) in bovine, ovine and caprine animals. (2) On 14 September 2000, in its opinion on bovine spongiform encephalopathy (BSE)-related culling in cattle, the Scientific Steering Committee (SSC) concluded that largely the same effect can be reached by birth cohort culling as by herd culling. On 21 April 2004, the Biological Hazards panel of the European Food Safety Authority adopted an opinion in which it concludes that insufficient additional argument exists to modify the SSC opinion. The provisions relating to culling in Regulation (EC) No 999/2001 should be brought into line with those opinions. (3) In the interest of certainty of Community legislation, it is also necessary to clarify the definition of the cohort of a BSE case and the action to be taken regarding cohort animals in order to avoid different interpretations. (4) In addition, it is necessary to clarify the application of TSE eradication measures as they apply to pregnant ewes and to holdings containing multiple flocks. To address practical problems, the rules should be amended regarding holdings producing lambs for further fattening, the introduction of ewes of unknown genotype to infected holdings, and the time period during which derogations are to apply for the destruction of animals in holdings or breeds in which the frequency of the ARR allele is low. (5) Scrapie eradication measures, as advised in the opinion of the SSC of 4 April 2002, were inserted in Regulation (EC) No 999/2001, as amended by Commission Regulation (EC) No 260/2003 (2). Those measures were introduced on a gradual basis, in order to take account of management issues. According to currently available evidence, it is highly unlikely that the carcases of animals of less than two months of age contain significant amounts of infectivity, provided that the offal including the head is removed. Further amendments to the eradication measures should be made to resolve problems encountered in some Member States in relation to those young animals. (6) It is appropriate to introduce restrictions on holdings following the suspicion of scrapie in an ovine or caprine animal in order to avoid movement of other possibly infected animals prior to confirmation of the suspicion. (7) Testing requirements to permit the lifting of restrictions on infected holdings have proven to be excessively onerous for large flocks of sheep and should be amended. It is also appropriate to clarify the definition of the target groups for such testing. (8) General rules regarding the trade and importation of semen and embryos of ovine and caprine animals are laid down in Council Directive 92/65/EEC (3). Specific TSE rules for the placing on the market of semen and embryos of those species should be laid down in this Regulation. (9) In line with the current provisions provided for in Regulation (EC) No 999/2001 on specified risk material to exclude the transverse processes of the lumbar and thoracic vertebrae from the list of specified risk material, the spinous processes of these vertebrae, the spinous and transverse processes of the cervical vertebrae and the median sacral crest should also not be considered as specified risk material. (10) Regulation (EC) No 999/2001 should therefore be amended accordingly. (11) The measures provided for in this Regulation are in accordance with the opinion of the Standing Committee on the Food Chain and Animal Health, HAS ADOPTED THIS REGULATION: Article 1 Annexes I, VII, VIII, IX and XI to Regulation (EC) No 999/2001 are amended in accordance with the Annex to this Regulation. Article 2 This Regulation shall enter into force on the 20th day following that of its publication in the Official Journal of the European Union. Points 3 and 4 of the Annex to the present Regulation shall apply from 1 January 2005. This Regulation shall be binding in its entirety and directly applicable in all Member States. Done at Brussels, 23 August 2004. For the Commission David BYRNE Member of the Commission (1) OJ L 147, 31.5.2001, p. 1. Regulation as last amended by Commission Regulation (EC) No 876/2004 (OJ L 162, 30.4.2004, p. 52). (2) OJ L 37, 13.2.2003, p. 7. (3) OJ L 268, 14.9.1992, p. 54. Directive as last amended by Directive 2004/68/EC, (OJ L 139, 30.4.2004, p. 320). ANNEX Annexes I, VII, VIII, IX and XI to Regulation (EC) No 999/2001 are amended as follows: 1. In Annex I, point 2 is replaced by the following: 2. For the purpose of this Regulation, the following (a) œindigenous case of BSE  means a case of bovine spongiform encephalopathy which has not been clearly demonstrated to be due to infection prior to importation as a live animal; (b) œdiscrete adipose tissue  means internal and external body fat removed during the slaughter and cutting process, in particular fresh fat from the heart, caul and kidney of bovine animals, and fat from cutting rooms; (c) œcohort  means a group of bovine animals which includes both: (i) animals born in the same herd as the affected bovine animal, and within 12 months preceding or following the date of birth of the affected bovine animal; and (ii) animals which at any time during the first year of their lives were reared together with the affected bovine animal during the first year of its life; (d) œindex case  means the first animal on a holding, or in an epidemiologically defined group, in which a TSE infection is confirmed. 2. Annex VII is replaced by the following: ANNEX VII ERADICATION OF TRANSMISSIBLE SPONGIFORM ENCEPHALOPATHY 1. The inquiry referred to in Article 13(1)(b) must identify: (a) in the case of bovine animals: ” all other ruminants on the holding of the animal in which the disease was confirmed, ” where the disease was confirmed in a female animal, its progeny born within two years prior to, or after, clinical onset of the disease, ” all animals of the cohort of the animal in which the disease was confirmed, ” the possible origin of the disease, ” other animals on the holding of the animal in which the disease was confirmed or on other holdings which may have become infected by the TSE agent or been exposed to the same feed or contamination source, ” the movement of potentially contaminated feedingstuffs, of other material or any other means of transmission, which may have transmitted the TSE agent to or from the holding in question; (b) in the case of ovine and caprine animals: ” all ruminants other than ovine and caprine animals on the holding of the animal in which the disease was confirmed, ” in so far as they are identifiable, the parents, and in the case of females all embryos, ova and the last progeny of the female animal in which the disease was confirmed, ” all other ovine and caprine animals on the holding of the animal in which the disease was confirmed in addition to those referred to in the second indent, ” the possible origin of the disease and the identification of other holdings on which there are animals, embryos or ova which may have become infected by the TSE agent or been exposed to the same feed or contamination source, ” the movement of potentially contaminated feedingstuffs, other material or any other means of transmission, which may have transmitted the BSE agent to or from the holding in question. 2. The measures laid down in Article 13(1)(c) shall comprise at least: (a) in the case of confirmation of BSE in a bovine animal, the killing and complete destruction of bovine animals identified by the inquiry referred to in the second and third indents of point 1(a); however, the Member State may decide: ” not to kill and destroy animals of the cohort referred to in the third indent of point 1(a) if evidence has been provided that such animals did not have access to the same feed as the affected animal, ” to defer the killing and destruction of animals in the cohort referred to in the third indent of point 1(a) until the end of their productive life, provided that they are bulls continuously kept at a semen collection centre and it can be ensured that they are completely destroyed following death; (b) in the case of confirmation of TSE in an ovine or caprine animal, from 1 October 2003, according to the decision of the competent authority: (i) either the killing and complete destruction of all animals, embryos and ova identified by the inquiry referred to in the second and third indents of point 1(b) or (ii) the killing and complete destruction of all animals, embryos and ova identified by the inquiry referred to in the second and third indents of point 1(b), with the exception of: ” breeding rams of the ARR/ARR genotype, ” breeding ewes carrying at least one ARR allele and no VRQ allele and, where such breeding ewes are pregnant at the time of the inquiry, the lambs subsequently born, if their genotype meets the requirements of this subparagraph, ” sheep carrying at least one ARR allele which are intended solely for slaughter, ” if the competent authority so decides, sheep and goats less than two months old which are intended solely for slaughter; (iii) if the infected animal has been introduced from another holding, a Member State may decide, based on the history of the case, to apply eradication measures in the holding of origin in addition to, or instead of, the holding in which the infection was confirmed; in the case of land used for common grazing by more than one flock, Member States may decide to limit the application of those measures to a single flock, based on a reasoned consideration of all the epidemiological factors; where more than one flock is kept on a single holding, Member States may decide to limit the application of the measures to the flock in which scrapie has been confirmed, provided it has been verified that the flocks have been kept isolated from each other and that the spread of infection between the flocks through either direct or indirect contact is unlikely; (c) in the case of confirmation of BSE in an ovine or caprine animal, killing and complete destruction of all animals, embryos and ova identified by the inquiry referred to in the second to fifth indents of point 1(b). 3. If scrapie is suspected in an ovine or caprine animal at a holding in a Member State, all other ovine and caprine animals from that holding shall be placed under official movement restriction until the results of the examination are available. If there is evidence that the holding where the animal was present when scrapie was suspected is not likely to be the holding where the animal could have been exposed to scrapie, the competent authority may decide that other holdings or only the holding of exposure shall be placed under official control depending on the epidemiological information available. 4. Only the following animals may be introduced to the holding(s) where destruction has been undertaken in accordance with point 2(b)(i) or (ii): (a) male sheep of the ARR/ARR genotype; (b) female sheep carrying at least one ARR allele and no VRQ allele; (c) caprine animals, provided that: (i) no ovine animals for breeding other than those of the genotypes referred to in points (a) and (b) are present on the holding, (ii) thorough cleaning and disinfection of all animal housing on the premises has been carried out following destocking, (iii) the holding shall be subjected to intensified TSE monitoring, including the testing of all caprine animals which are over the age of 18 months and: ” either are slaughtered for human consumption at the end of their productive lives, or ” which have died or been killed on the holding, and which meet the criteria referred to in Annex III, Chapter A, Part II, point 3. 5. Only the following ovine germinal products may be used in the holding(s) where destruction has been undertaken in accordance with point 2(b)(i) or (ii): (a) semen from rams of the ARR/ARR genotype; (b) embryos carrying at least one ARR allele and no VRQ allele. 6. During a transitional period until 1 January 2006 at the latest, and by way of derogation from the restriction set out in point 4(b), where it is difficult to obtain replacement ovine animals of a known genotype, Member States may decide to allow non-pregnant ewes of an unknown genotype to be introduced to the holdings referred to in point 2(b)(i) and (ii). 7. Following the application on a holding of the measures referred to in point 2(b)(i) and (ii): (a) movement of ARR/ARR sheep from the holding shall not be subject to any restriction; (b) sheep carrying only one ARR allele may be moved from the holding only to go directly for slaughter for human consumption or for the purposes of destruction; however, ” ewes carrying one ARR allele and no VRQ allele may be moved to other holdings which are restricted following the application of measures in accordance with point 2(b)(ii), ” if the competent authority so decides, lambs carrying one ARR allele and no VRQ allele may be moved to one other holding solely for the purposes of fattening prior to slaughter; the destination holding shall not contain any ovine or caprine animals other than those being fattened prior to slaughter, and shall not dispatch live ovine or caprine animals to other holdings, except for direct slaughter; (c) if the Member State so decides, sheep and goats less than two months old may be moved from the holding to go directly for slaughter for human consumption; the head and organs of the abdominal cavity of such animals shall however be disposed of in accordance with Article 4(2)(a), (b) or (c) of Regulation (EC) No 1774/2002 of the European Parliament and of the Council (1), (d) without prejudice to subparagraph (c), sheep of genotypes not referred to in subparagraphs (a) and (b) may only be moved from the holding for the purposes of destruction. 8. The restrictions referred to in points 4, 5 and 7 shall continue to apply to the holding for a period of three years from: (a) the date of attainment of ARR/ARR status by all ovine animals on the holding or (b) the last date when any ovine or caprine animal was kept on the premises or (c) in the case of point 4(c), the date when the intensified TSE monitoring commenced or (d) the date when all breeding rams on the holding are of ARR/ARR genotype and all breeding ewes carry at least one ARR allele and no VRQ allele, provided that during the three-year period, negative results are obtained from TSE testing of the following animals over the age of 18 months: ” an annual sample of ovine animals slaughtered for human consumption at the end of their productive lives in accordance with the sample size indicated in the table in Annex III, Chapter A, Part II, point 4; and ” all ovine animals referred to in Annex III, Chapter A, Part II, point 3 which have died or been killed on the holding. 9. Where the frequency of the ARR allele within the breed or holding is low, or where it is deemed necessary in order to avoid inbreeding, a Member State may decide to: (a) delay the destruction of animals as referred to in point 2(b)(i) and (ii) for up to five breeding years; (b) allow ovine animals other than those referred to in point 4 to be introduced to the holdings referred to in point 2(b)(i) and (ii), provided that they do not carry a VRQ allele. 10. Member States applying the derogations provided for in points 6 and 9 shall notify to the Commission an account of the conditions and criteria used for granting them. 3. In Annex VIII, Chapter A is amended as follows: (a) The title of the Chapter is replaced by the following: (b) In Part I, the following point (d) is added: (d) from 1 January 2005 semen and embryos of ovine and caprine animals shall: (i) be collected from animals which have been kept continuously since birth or for the last three years of their life on a holding or holdings which have satisfied the requirements of subparagraph (a)(i) or, as appropriate, (a)(ii) for three years or (ii) in the case of ovine semen, be collected from male animals of the ARR/ARR prion protein genotype as defined in Annex I to Commission Decision 2002/1003/EC (2)or (iii) in the case of ovine embryos, be of the ARR/ARR prion protein genotype as defined in Annex I to Decision 2002/1003/EC. 4. Annex IX is amended as follows: The following Chapter H is added: CHAPTER H Import of ovine and caprine semen and embryos Semen and embryos of ovine and caprine animals imported into the Community from 1 January 2005 shall satisfy the requirements of Annex VIII, Chapter A(I)(d). 5. In Annex XI, Part A, point 1(a)(i) is replaced by the following: (i) The skull excluding the mandible and including the brain and eyes, the vertebral column excluding the vertebrae of the tail, the spinous and transverse processes of the cervical, thoracic and lumbar vertebrae and the median sacral crest and wings of the sacrum, but including the dorsal root ganglia, and the spinal cord of bovine animals aged over 12 months, and the tonsils, the intestines from the duodenum to the rectum and the mesentery of bovine animals of all ages;. (1) OJ L 273, 10.10.2002, p. 1. (2) OJ L 349, 24.12.2002, p. 105.

EXHIBIT 10.71 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of this 1st day of January, 2011, between Tara Gold Corp.a Nevada corporation (the "Company"), andDavid S. Barefoot, an individual (the "Executive"), RECITALS WHEREAS, the Executive is desirous of being employed by the Company. NOW, THEREFORE, in consideration of the mutual agreements herein made, the Company and the Executive do hereby agree as follows: 1. Recitals.The above recitals are true, correct, and are herein incorporated by reference. 2. Employment.Subject to the terms and conditions of this Agreement, the Company hereby employs the Executive for the Term (as hereinafter defined), as its Chief Operating Officer. The Executive hereby accepts such employment, upon the terms and conditions hereinafter set forth.The Executive will report to the Company’s Board of Directors. It is understood that the Executive has been, and will continue to be, engaged in other business activities, and will manage his own time to fulfill the executive responsibility. 3. Duties During Employment Period.During the "Term" (including any renewals thereof) as defined in Section 5 of this Agreement, the Executive shall: A. Diligently devote the Executive's time and efforts to the business affairs of the Company and subsidiaries.The Executive shall have such duties and powers that are commensurate and consistent with those of a Chief Operating Officer, subject to the authority and directions of the Company's Chief Executive Officer and Board of Directors; and B. Devote attention and render services to the Company and shall be employed by the Company according to the terms and conditions of this Agreement. 4. Compensation and Benefits A. Salary.The Executive shall be paid a base salary (the "Base Salary"), payable monthly, in arrears, at an annual rate of $ 68,000.00. B. Bonus.As additional compensation, the Executive shall be entitled to receive a bonus ("Bonus") for each fiscal year during the Term, and each Renewal Term, in the amount as to be determined by the Company’s Board of Directors. 1 C. Employee Benefits.The Executive shall be entitled to participate in all benefit programs of the Company currently existing, or hereafter made available to executives and/or other executive employees, including, but not limited to, pension and other retirement plans, including any 401K Plan, group life insurance, dental, hospitalization, surgical and major medical coverage, sick leave, salary continuation, and holidays, long-term disability, and other fringe benefits. D. Vacation.During each year of the Term, and each year of any Renewal Term, the Executive shall be entitled to 5 weeks of vacation time to be utilized or paid for each year, or accrue and carry over into the following year; provided, however, that the Executive shall evidence reasonable judgment with regard to appropriate vacation scheduling. E. Business Expense Reimbursement.The Executive shall be entitled to receive proper reimbursement for all reasonable, out-of-pocket expenses incurred directly by the Executive (in accordance with the policies and procedures established by the Company for its executive officers), including first class accommodations in performing services hereunder. F. Cellular Telephone. The Company shall provide the Executive with a cellular telephone and a GSM phone that operates in the countries served by the Company, and the Company shall also be responsible for all costs and expenses in connection with such telephones, including, but not limited to, monthly service charges and maintenance, usage charges and long distance, whether these be incurred for personal or Company business. G. Stock.The Executive shall receive options as may be determined, from time to time, by the Company’s Board of Directors. The Executive shall have the right to sell or transfer any or all of the options, or the shares issuable upon the exercise of the options. 5. Term.The term of employment hereunder will commence on the Effective Date and end 3 from such Effective Date (the “Term"), unless terminated pursuant to Section 6, of this Agreement, provided that the Executive and the Company may, upon mutual written consent, renew this Agreement for such duration as may be mutually agreed upon by the parties ("Renewal Term"). For purposes of this Agreement, “Effective Date” shall mean January 1, 2011. 6. Termination of Employment. A. Death.In the event of the death of the Executive during the Term or Renewal Term of this Agreement, salary shall be paid to the Executive's designated beneficiary, or, in the absence of such designation, to the estate or other legal representative of the Executive for a period of 1 year from and after the date of death.The Company shall also be obligated to pay to the Executive's estate or heirs, as the case may be, any accrued or bonus authorized by a resolution of the Company’s directors. Other death benefits will be paid in accordance with the terms of the Company's benefit programs and plans pertaining to the Company’s employees generally. B. Disability. 1. In the event of the Executive's disability, as hereinafter defined, the Executive shall be entitled to receive the Executive's salary for a period, at the annual rate in effect immediately prior to the commencement of disability, for 1 year from the date on which the disability has deemed to occur as hereinafter provided below.Any amounts provided for in this Section 6B shall be offset by any other disability benefits provided to the Executive by the Company, including the benefits contemplated by Section 4H 2 2. "Disability," for the purposes of this Agreement, shall be deemed to have occurred in the eventi) the Executive is unable by reason of sickness or accident to perform the Executive's duties under this Agreement for a cumulative total of twelve (12) weeks within any one calendar year; or ii) the Executive is unable to perform Executive's duties for ninety (90) consecutive days; or iii) the Executive has a guardian appointed by a court of competent jurisdiction.Termination due to disability shall be deemed to have occurred upon the first day of the month following the determination of disability as defined above. Anything herein to the contrary notwithstanding, if, following a termination of employment hereunder due to disability as provided above, the Executive becomes re-employed by a third party, whether as an executive or as a consultant, any salary, annual incentive payments or other benefits earned by the Executive from such employment shall offset any salary continuation due to the Executive hereunder commencing with the date of re-employment. C. Termination by the Company for Cause 1. Nothing herein shall prevent the Company from terminating employment for "Cause" as hereinafter defined.If terminated for Cause, the Executive shall receive salary only for the period ending with the date of such termination as provided in this Section 6C.Any rights and benefits the Executive may have in respect of any other compensation shall end on the date the Employee is terminated for Cause. 2. "Cause" shall mean: (a) committing or participating in an injurious act of fraud, gross neglect, intentional misrepresentation, or embezzlement against the Company; or (b) committing or participating in any other injurious act or omission wantonly or willfully against the Company, monetarily or otherwise. (c)commission of a felony or a crime of moral turpitude. (d)the refusal to follow the lawful instructions of the Company’s Board of Directors. (e) any material breach by the Employee of this Agreement. D. Termination Other than for Cause. The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6C above, or if Executive's employment is terminated under Sections 6F or 6G hereof, the Company shall continue to be obligated to pay to Executive all salary through the Term, or Renewal Term if any, of this Agreement and any bonuses authorized by a resolution of the Company’s directors and all stock options granted to the executive shall be immediately exercisable . E. Voluntary Termination. In the event the Executive terminates the Executive's employment on the Executive's own volition (except as provided in Section 6F and/or Section 6G) prior to the expiration of the Term or Renewal Term of this Agreement), such termination shall constitute a voluntary termination and in such event the Executive shall be limited to the same rights and benefits as provided in Section 6C. 3 F. Constructive Termination of Employment. A termination by the Company without Cause under Section 6D shall be deemed to have occurred upon the occurrence of one or more of the following events without the express written consent of the Executive: 1. a significant change in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to Executive's position as described in Section 3; 2. a change in Executive's principal office to a location more than 60 miles from the Executive’s place of employment on the Effective Date. 3. A material breach of this Agreement by the Company; 4. A material reduction of the Executive's benefits under any employee benefit plan, program or arrangement (for Executive individually or as part of a group) of the Company, which reduction shall not apply to similarly situated employees of the Company; or G. Termination Following a Change of Control. 1. In the event that a "Change in Control," as hereinafter defined, shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event. 2. For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in control: a) the occurrence of any of the following: i) any person, group or organization, other than the Executive, is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or ii) the individuals who at the Effective Date of this Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by the Executive; or iii) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise disposed of by the Company (including the stock of a subsidiary of the Company). Anything herein to the contrary notwithstanding, this Section 6G2 will not apply where the Executive gives the Executive's explicit written waiver stating that for purposes of this Section 6G2 a Change in Control shall not be deemed to have occurred.The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence. 7. Non-Disclosure of Confidential Information, Non-Compete. A. Executive acknowledges that the Company's trade secrets, private or secret processes, as they exist from time to time, business records and plans, inventions, acquisition strategy, price structure and pricing, discounts, costs, computer programs and listings, source code and/or subject code, copyright, trademark, proprietary information, formulae, protocols, forms, procedures, methods for operating the Company's business, acquisitions, practices, plans and information pertaining to the Company’s properties, and other information of a confidential nature not known publicly (collectively, the "Confidential Information") are valuable, special and unique assets of the Company, access to and knowledge of which have been gained by the Executive by virtue of Executive's association with the Company.In light of the highly competitive nature of the industry in which the Company's business is conducted, Executive agrees that all Confidential Information, heretofore or in the future obtained by Executive as a result of Executive's association with the Company, shall be considered confidential. 4 B. The Executive agrees that the Executive shall: 1) hold in confidence and not disclose or make available to any third party any such Confidential Information obtained directly or constructively from the Company, unless so authorized in writing by the Company; 2) exercise all reasonable efforts to prevent third parties from gaining access to the Confidential Information; 3) take such protective measures as may be reasonably necessary to preserve the confidentiality of the Confidential Information. C. Excluded from the Confidential Information, and therefore not subject to the provisions of this Agreement, shall be any information which the Executive can show: 1) at the time of disclosure, is in the public domain; or 2) after the disclosure, enters the public domain by way of printed publication through no fault of the Executive; or 3) was in his possession at the time of disclosure and which was not acquired directly or indirectly from the Company; or 4) was acquired, after disclosure, from a third party who did not receive it from the Company, and who had the right to disclose the information without any obligation to hold such information confidential. D. Upon written request of the Company, Executive shall return to the Company all written materials containing Confidential Information. E. Executive agrees that he will not, during the term of this Agreement and for a period of 3 monthsfrom and after the date of termination of this Agreement, directly or indirectly, (i) knowingly acquire or own in any manner any interest in any entity which competes for properties with the Company, or any of its subsidiaries or affiliates, (ii) be employed by or serve as an employee, agent, officer, or director of, or as a consultant to, any entity which competes for properties with the Company or its subsidiaries or affiliates, or (iii) acquire, directly or through an entity affiliated with the Executive, an interest in any property which is located within 2.486miles or 4 Kilometers of any property owned by the Company or which is under consideration by the Company.The foregoing provisions of this Section 7E shall not prevent the Executive from acquiring and owning not more than 5% of the equity securities of any entity whose securities are listed for trading on a national securities exchange or are regularly traded in the over-the-counter securities market. 8. Covenants as Essential Elements of this Agreements; Survival of Covenants. It is understood by and between the parties hereto that the foregoing covenants by Executive contained in Section 7 of this Agreement shall be construed to be agreements independent of any other element of Executive's relationship with the Company.The existence of any other claim or cause of action, whether predicated on any other provision in this Agreement, or otherwise, as a result of the relationship between the parties, shall not constitute a defense to the enforcement of the covenants in Section 7 of this Agreement against Executive. 5 9. Remedies and Enforcement. A. Executive acknowledges and agrees that the Company's remedy at law for a breach of any of the provisions of Section 7 herein would be inadequate and the breach shall be per se deemed as causing irreparable harm to the Company.In recognition of this fact, in the event of a breach by Executive of any of the provisions of Section 7, Executive agrees that, in addition to any remedy at law available to the Company, including, but not limited to monetary damages, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available to the Company. B. It is further expressly understood and agreed that the provisions of this Agreement shall apply whether this Agreement is terminated by Company or Executive or upon its expiration or termination. C. Nothing herein contained shall be construed as prohibiting Company or Executive from pursuing any other remedies available to it/ him for any breach or default of this Agreement. 10. Arbitration-Attorneys' Fees. Any claims or disputes in any way involving this Agreement will be settled through binding arbitration in Chicago, Illinois in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In connection with any such arbitration proceeding, or any litigation arising out of the enforcement of this Agreement or for its interpretation, the prevailing party shall be entitled to recover its costs, including reasonable attorneys' fees,The Company will advance to the Executive of $10,000.00, if the Company commences an arbitration or legal proceeding as a result of this Agreement to cover Executive's legal costs and will continue to fund Executive's legal defense fees to the extent required to defend against the Company's actions. In addition, the Company agrees to pay for any and all legal work or representation required to defend and or settle any claims made by or against Executive as a result of his employment with the Company, while this Agreement is in effect or any time thereafter. 11. Freedom to Contract. The Executive represents and warrants that the Executive has the right to negotiate and enter into this Agreement, and that this Agreement does not breach, interfere with or conflict with any other existing contractual agreement 12. Effect on Prior Agreements. This Agreement supersedes any and all prior oral or written agreements, concerning the subject matter hereof, in their entirety between the parties, which shall be void and of no further force and effect after the date of this Agreement. 13. Notices. All notices, requests, consents and other communications, required or permitted to be given hereunder, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by prepaid electronic transmission or mailed first class, postage prepaid, by registered or certified mail or delivered by an overnight courier service (notices sent by electronic transmission, mail or courier service shall be deemed to have been given on the date sent), as follows (or to such other address as either party shall designate by notice in writing to the other): 6 If to the Company: Tara Gold Corp. 2162 Acorn Court Wheaton, IL 60187 If to the Executive: David Barefoot 240 Columbus Cr. Longwood, FL 32750 14. Waiver. Unless agreed in writing, the failure of either party, at any time, to require performance by the other of any provision hereunder shall not affect its rights thereafter to enforce the same, nor shall a waiver by either party of any breach of any provision hereof be taken or held to be a waiver of any other preceding or succeeding breach of any term or provision of this Agreement.No extension of time for the performance of any obligation or act shall be deemed to be an extension of time for the performance of any other obligation or act hereunder. 15. Complete Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the contents hereof and supersedes all prior agreements and understandings between the parties with respect to such matters, whether written or oral.Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or amended in any manner other than by an instrument in writing, signed by the party against which the enforcement of the change, waiver, discharge or amendment is sought. 16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one agreement. 17. Binding Effect/Assignment. This Agreement shall be binding upon the parties hereto, their heirs, legal representatives, successors and assigns.This Agreement shall not be assignable by the Executive but shall be assignable by the Company in connection with the sale, transfer or other disposition of its business or to any of the Company's affiliates controlled by or under common control with the Company, with the written approval of Executive. 18. Governing Law, Venue, Waiver of Jury Trial. The parties agree that this Agreement shall be deemed made and entered into in the State of Nevada and shall be governed and construed under and in accordance with the laws of the State of Nevada without giving effect to any principles of conflicts of law.Company and Executive acknowledge and agree thatthe Judicial Circuit, shall be the exclusive venue and proper forum in which to adjudicate any case or controversy arising either, directly or indirectly, under or in connection with this Agreement in these courts, they will not contest or challenge the jurisdiction or venue of these courts. The parties further agree and hereby waive and release any right to a trial by jury in any action arising out of the interpretation, enforcement or breach of this Agreement. 7 19. Headings. The headings of the sections are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement. 20. Survival. Any termination of this Agreement shall not affect the ongoing provisions of this Agreement which shall survive such termination in accordance with their terms. 21. Severabililty. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. 22. Construction. This Agreement shall be constructed within the fair meaning of each of its terms and not against the party drafting the document. 8 23. Service Restriction. Nothing in this Agreement will prevent or restrict Executive from serving on the Board of Directors of any public or private companies and receive compensation from such service. THE PARTIES TO THIS AGREEMENT HAVE READ THIS AGREEMENT, UNDERSTAND ITS TERMS AND CONDITIONS, HAVE HAD THE OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL OF THEIR OWN CHOICE AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. TARA GOLD CORP. By Authorized Officer David Barefoot 9

Title: Wife can't get diploma missouri Question:So my wife graduated in 2011, she went to a private school and her father lost his job and fell behind on school payments. They won't give my wife her diploma because of her fathers debt with the school? Is there anything we can do relatively cheap to get her the diploma. On a side note the same private school let the youngest daughter start school this fall Answer #1: She can pay what she owes for the schooling she recieved. They are not obligated to give her the diploma for classes she has not paid for.

Exhibit 10.12     THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) dated as of December 21, 2005, is made by and between The J. Jill Group, Inc., a Delaware corporation (“J. Jill”; J. Jill and its Subsidiaries being hereafter referred to as the “Company”), and John Fiske (the “Executive”).   and         1.                                       Defined Terms. The definition of capitalized terms used in this Agreement is provided in the last Section hereof.   additional year unless, not later than December 1 of the preceding year, the Company or the Executive shall have given notice not to extend this Agreement or a Change in Control shall have occurred prior to such January 1; provided, however, if a Change in Control shall have occurred during the term of this occurred.   Severance Payments and the other payments and benefits described herein in the event the Executive’s employment with the Company is terminated following a Change in Control and during the term of this Agreement. No amount or benefit of the Company.       4.1                                 The Executive agrees that, subject to the employment for Good Reason (determined by treating the Potential Change in Control as a Change in Control in applying the definition of Good Reason), or by Company of the Executive’s employment for any reason.   4.2                                 The Executive agrees that, during the Executive’s employment with the Company and for a period of one year after the Executive will not directly or indirectly solicit, attempt to hire, or hire any during the last year of the term of the Executive’s employment with the   Payments.   to physical or mental illness, the Company shall pay the Executive’s full salary the Company during such period, until the Executive’s employment is terminated by the Company for Disability.   this Agreement, the Company shall pay the Executive’s full salary to the Notice of Termination is given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any during such period.   this Agreement, the Company shall pay to the Executive any such post-termination compensation and benefits as are due to the Executive under any applicable separation, severance or employment agreement between the Company and the Executive (“Post-Termination Payments”) as such payments become due; provided that in no event shall any Post-Termination Payments be paid if the Executive is entitled to the Severance Payments (as defined in Section 6.1) as a result of such termination.   2     following a Change in Control and during the term of this Agreement, unless such Disability or (iii) by the Executive without Good Reason, and provided that the revocation of the Release and Waiver by the Executive, the Company shall pay the Executive the payments described in this Section 6.1 (the “Severance Payments”) in addition to the payments and benefits described in Sections 5.1 and 5.2 hereof (but not Section 5.3 hereof).  The Executive’s employment shall be deemed Cause or by the Executive with Good Reason if the Executive’s employment is terminated prior to a Change in Control without Cause at the direction of a which will constitute a Change in Control or if the Executive terminates his of Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction of such Person.   Executive’s annual base salary as approved by the Compensation Committee of the Board to be paid to the Executive (or, if the Executive’s annual base salary is not presented for approval at the Compensation Committee level, then as otherwise established by J. Jill or one of its Subsidiaries) with respect to the   (B)                                Notwithstanding any provision of any Bonus to the sum of (i) any incentive compensation which has been allocated or awarded to the Executive for a completed year or other measuring period preceding the Date of Termination under any such Bonus Plan but has not yet been paid (pursuant to Section 5.2 hereof or otherwise), and (ii) a pro rata portion to the Date of Termination of the maximum bonus amount payable to the Executive under all Bonus Plans with respect to the year (or any portion thereof) in which the Date of Termination occurs, treating any and all performance goals under such Bonus Plans as having been met and calculated by multiplying such maximum year (or portion thereof) which elapsed to the Date of Termination and the denominator of which is the number of days in such year (or portion thereof).   Date of Termination, the Company shall arrange to provide the Executive with to the life, disability, accident and health insurance benefits which the Executive is receiving immediately prior to the Notice of Termination (without giving effect to any reduction in such benefits subsequent to a Change in Control which reduction constitutes Good Reason).  Benefits otherwise receivable without cost during the twenty-four (24) month period following   3   the Executive’s termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive).   6.2                                 The payments provided for in Section 6.1 (other than Section 6.1(C)) hereof shall be made not later than the fifth (5th) day following the expiration of the seven-day revocation period described in   6.3                                 If the Executive’s employment is terminated Disability or (iii) by the Executive without Good Reason, all outstanding stock options held by the Executive for the purchase of shares of Common Stock of J. Jill shall immediately become vested in full.  The Executive agrees not to exercise the portion of such stock options for which vesting has been accelerated until the seven-day revocation period described in Section 6.6 has expired without revocation of the Release and Waiver by the Executive, and any such exercise before the seven-day revocation period has expired without revocation of the Release and Waiver by the Executive shall be null and void.  The Executive’s employment shall be deemed to have been terminated following a Reason if the Executive’s employment is terminated prior to a Change in Control without Cause at the direction of a Person who has entered into an agreement or if the Executive terminates his employment with Good Reason prior to a Change in Control (determined by treating a Potential Change in Control as a Change in   6.4                                 (i)                                     If any payment or benefit made available to the Executive in connection with a Change in Control (including, without limitation, any payment made pursuant to any long-term incentive plans, stock option or equity participation right plans) or termination of the Executive’s employment following a Change in Control (in either category, a “Change in Control Payment”) is subject to the Excise Tax (as hereinafter defined), the Company shall pay to the Executive additional amounts (the “Gross Up Amounts”) such that the total amount of all Change in Control Payments net of the Excise Tax shall equal the total amount of all Change in Control Payments to which the Executive would have been entitled if the Excise Tax had not been imposed. For purposes of this Section 6.4, the term “Excise Tax” shall mean the tax imposed by Section 4999 of the Code and any similar tax that may hereafter be imposed.   4   (II)                                  THE GROSS UP AMOUNTS DUE TO THE EXECUTIVE UNDER THIS SECTION 6.4 SHALL BE ESTIMATED BY A NATIONALLY RECOGNIZED FIRM OF CERTIFIED PUBLIC ACCOUNTANTS SELECTED BY THE INDIVIDUAL HOLDING THE POSITION OF CHIEF FINANCIAL OFFICER OF THE COMPANY IMMEDIATELY BEFORE THE CHANGE IN CONTROL OR SUCH OFFICER’S DESIGNEE, AT ANY TIME THAT THE EXECUTIVE IS TO RECEIVE A CHANGE IN CONTROL PAYMENT.  THE GROSS UP AMOUNTS WILL BE BASED UPON THE FOLLOWING ASSUMPTIONS:   (A)                              ALL CHANGE IN CONTROL PAYMENTS SHALL BE DEEMED TO BE “PARACHUTE PAYMENTS” WITHIN THE MEANING OF SECTION 280G(B)(2) OF THE CODE, AND ALL “EXCESS PARACHUTE PAYMENTS” SHALL BE DEEMED TO BE SUBJECT TO THE EXCISE TAX EXCEPT TO THE EXTENT THAT, IN THE OPINION OF THE CERTIFIED PUBLIC ACCOUNTANTS CHARGED WITH ESTIMATING THE GROSS UP AMOUNTS FOR THE EXECUTIVE UNDER THIS SECTION 6.4, SUCH CHANGE IN CONTROL PAYMENTS ARE NOT SUBJECT TO THE EXCISE TAX; AND   (B)                                THE EXECUTIVE SHALL BE DEEMED TO PAY FEDERAL, STATE AND LOCAL TAXES AT THE HIGHEST MARGINAL RATE OF TAXATION FOR THE APPLICABLE CALENDAR YEAR.   (iii)                               The estimated Gross Up Amount due the Executive with respect to any Change in Control Payment pursuant to this Section 6.4 shall be paid to the Executive in a lump sum not later than thirty (30) business days after such Change in Control Payment is provided to the Executive.  In the event that the Gross Up Amount is less than the amount actually due to the Executive under this Section 6.4, the amount of any such existence of the shortfall is discovered.  In the event the Gross Up Amount is more than the amount actually due the Executive under this Section 6.4, the Executive shall repay the amount of such overpayment to the Company within a reasonable time after the overpayment is discovered.   6.5                                 The Severance Payments and other benefits provided for in this Section 6 are in addition to any other payments or benefits arising upon a Change of Control under any other agreement or plan, program or arrangement maintained by the Company other than the Post-Termination Payments   6.6                                 In return for the Severance Payments and other benefits provided for in this Section 6, the Executive agrees to execute the Release and Waiver in the form attached as Exhibit A hereto, said Release and Waiver to include, without limitation, claims pursuant to the Age Discrimination in Employment Act and all other claims, including claims under federal and/or state law, arising out of or relating to the Executive’s hiring, employment, or termination of employment.  For a period of seven days after the Executive has executed such Release and Waiver, the Executive may revoke the Release and Waiver.  The Release and Waiver shall become effective, and the Severance Payments and other benefits provided for in this Section 6 shall become due, only upon the expiration of the seven-day revocation period without revocation of the Release and Waiver by the Executive.  Notwithstanding the foregoing, the Company and the Executive agree that the terms of this Agreement shall survive the Release and Waiver and that claims to enforce the terms of this Agreement are not discharged by the Release and Waiver.   5   During Dispute.   Termination for Cause must include a copy of a resolution duly adopted by the   Change in Control and during the term of this Agreement, shall mean (i) if the given).   7.3                                 Dispute Concerning Termination. If prior to party receiving a Notice of Termination notifies the other party that a dispute   termination occurs following a Change in Control and during the term of this Agreement, and such termination is disputed in accordance with Section 7.3 dispute is finally resolved in accordance with Section 7.3 hereof. Amounts paid under this Section 7.4 are in addition to all other amounts due under this   6     if the Executive’s employment by the Company is terminated during the term of this Agreement, the Executive is not required to seek other employment or to pursuant to Section 6 or Section 7.4 hereof. Further, the amount of any payment or benefit provided for in Section 6 (other than Section 6.1(C)) or Section 7.4 hereof shall not be reduced by any compensation earned by the Executive as the otherwise.     9.1                                 In addition to any obligations imposed by law upon any successor to J. Jill, J. Jill will require any successor (whether substantially all of the business or assets of J. Jill to expressly assume and J. Jill would be required to perform it if no such succession had taken place. Failure of J. Jill to obtain such assumption and agreement prior to the shall entitle the Executive to compensation in the same amount and on the same     actual receipt:   To the Company:   4 Batterymarch Park   7     Foley Hoag LLP 155 Seaport Boulevard   To the Executive:   John Fiske 25 Channel Center St. - #803 Boston, MA 02210   of Massachusetts, without regard to its principles of conflicts of laws.  All obligations of the Company and the Executive under Sections 6 and 7 hereof shall   or any provision of this Agreement shall not affect the validity or     14.                                 Settlement of Disputes; Arbitration. All   8   entitled to seek specific performance of the Executive’s right to be paid until     (A)                              “Beneficial Owner” shall have the meaning   J. Jill.   compensation plan, supplemental bonus plan or other bonus or supplementary   Executive’s employment, after any Change in Control, shall mean (i) the willful     (I)                                    any Person becomes the Beneficial Owner, directly or indirectly, of securities of J. Jill representing 50% or more of the combined voting power of J. Jill’s then outstanding securities; or   (II)                                during any period of two (2) consecutive agreement with J. Jill to effect a transaction described in clause (I), (III) or (IV) of this paragraph) whose election by the Board or nomination for election by J. Jill’s stockholders was approved by a vote of at least two-thirds (2/3) of the period or whose election or nomination   9   for election was previously so approved (a “Continuing Director”), cease for any   consolidation of J. Jill with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of J. Jill outstanding entity) at least 50% of the combined voting power of the voting securities of J. Jill or such surviving entity outstanding immediately after such merger or recapitalization of J. Jill (or similar transaction) in which no Person acquires securities; or   complete liquidation of J. Jill or an agreement for the sale or disposition by J. Jill of all or substantially all J. Jill’s assets.     (F)                                 “Change in Control Payment” shall have the meaning stated in Section 6.4 hereof.   (G)                                “Code” shall mean the Internal Revenue Code   Subsidiaries.   (I)                                    “Date of Termination” shall have the meaning stated in Section 7.2 hereof.   (J)                                   “Disability” shall be deemed the reason the Company shall have given the Executive a Notice of Termination for Executive’s duties.   (K)                               “Exchange Act” shall mean the Securities   10   (L)                                 “Excise Tax” shall have the meaning stated   (M)                            “Executive” shall mean the individual named in   (N)                               “Good Reason” for termination by the Executive of the Executive’s employment shall mean the occurrence (without the Executive’s   duties inconsistent with the Executive’s status as a senior officer of the Change in Control;     (III)                            the Company’s requiring that the Executive’s (i) the site of the Executive’s principal place of business immediately prior to the Change in Control or (ii) Boston, Massachusetts, except for required travel   (IV)                            the failure by the Company, without the Executive’s consent, to pay to the Executive any portion of the Executive’s then   (V)                                the failure by the Company to continue in Change in Control;   (VI)                            the failure by the Company to continue to provide the Executive with the number of paid   11     (VII)                        any purported termination of the Executive’s the requirements of Section 10 hereof; for purposes of this Agreement, no such   Good Reason hereunder.   (O)                               “Gross Up Amounts” shall have the meaning stated in Section 6.4 hereof.   and any successor to its business or assets which assumes and agrees to perform   (Q)                               “Notice of Termination” shall have the meaning stated in Section 7.1 hereof.   (R)                                “Person” shall have the meaning given in corporation owned, directly or indirectly, by the stockholders of J. Jill in substantially the same proportions as their ownership of stock of J. Jill.   (S)                                 “Post-Termination Payments” shall have the meaning stated in Section 5.3 hereof.   (T)                                A “Potential Change in Control” shall be paragraphs shall have been satisfied:   (I)                                    J. Jill enters into an agreement, the   (II)                                J. Jill or any Person publicly announces an   (III)                            any Person who is or becomes the Beneficial Owner, directly or indirectly, of securities of J. Jill representing at least 20% or more of the combined voting power of J. Jill’s then outstanding securities increases such Person’s beneficial ownership of   12   such securities by 5% or more over the percentage so owned by such Person on the date hereof; or   (IV)                            the Board adopts a resolution to the effect occurred.     (U)                               “Severance Payments” shall mean those payments   (V)                                “Subsidiary” shall mean any corporation, partnership, limited liability company or other entity, at least a majority of the outstanding voting shares or controlling interest of which is at the time directly or indirectly owned or controlled (either alone or through Subsidiaries or together with Subsidiaries) by J. Jill or another Subsidiary.     13   IN WITNESS WHEREOF, the parties have executed this Change In Control Severance               By       Authorized Officer             John Fiske   14   EXHIBIT A     Change In Control Severance Agreement dated December 21, 2005 between The J. Jill Group, Inc. (“J. Jill”) and John Fiske (the “Executive”) to which this General Release and Waiver Of All Claims is attached (the “Agreement”), the “Releasors”), hereby voluntarily releases and forever discharges J. Jill and its and predecessor and successor companies (J. Jill and such subsidiaries, capacities as such (J. Jill, its subsidiaries, affiliates, related companies, divisions and predecessor and successor companies and its and their present, of Wages Act, the Massachusetts Civil and Equal Rights Acts, and federal or Massachusetts laws, statutes and regulations, including common or constitutional law).       (a)                                  The Company has advised the Executive to consult with an attorney of the Executive’s choosing concerning the rights waived in this Release and Waiver.  The   A-1     (b)                                  The Executive understands that the Executive has 21 days to review this Release and Waiver prior to its execution.  If at any time prior to the end of the 21 day period, the Executive executes this Release and Waiver, the Executive acknowledges that such early execution is a knowing and voluntary waiver of the Executive’s right to consider this Release and Waiver for at least 21 days and is due to the Executive’s belief that the Executive has had ample time in which to consider and understand this Release and Waiver and in which to review this Release and Waiver with an attorney.   (c)                                  The Executive understands that, for a period of seven days after the Executive has executed this Release and Waiver, the Executive may revoke this Release and Waiver by giving notice in writing of such revocation to the Company in accordance with Section 10 of the Agreement.  If at any time after the end of the seven-day period the Executive accepts any of the payments or benefits provided described in Section 6 of the Agreement, such acceptance will constitute an admission by the Executive that the Executive further constitute an admission by the Executive that this Release and Waiver has become effective and enforceable.   (d)                                  The Executive understands the effect of this Release and Waiver and that the Executive gives up any rights the Executive may have, in particular but without limitation, under the Federal Age Discrimination in Employment Act and the Massachusetts Law Against Discrimination (Mass. Gen. Laws ch. 151B§1 et seq.).   (e)                                  The Executive understands that the Executive is receiving benefits pursuant to the Agreement that the Executive would not otherwise be entitled to if the Executive did not enter into this Release and Waiver.   (f)                                    The Executive acknowledges that the payments and benefits owed to the Executive and that upon receipt of said payments and benefits, the Executive shall have received all payments and benefits owed to the Executive in connection with the Executive’s employment with the Company and that no additional payments or benefits are due.                     John Fiske   A-2

  Exhibit 10.5   Teton Energy Corporation 2005 Long-Term Incentive Plan   2005 Performance Share Unit Award Agreement   You have been selected to be a Participant in the Teton Energy Corporation 2005   Participant:   Date of Award:                July     , 2005   Target Number of Performance Share Units Awarded:            Base Units;              Stretch Target Units   Performance Period:                              1 January 2005 to 31 December 2007   Performance Measure:                  Production (MCF), Management Efficiency and Effectiveness (“Management E&E”), Reserves (bcf), Finding and Development/Exploration Costs (“F&D/Exploration”), and the price of the Company’s common stock (the “Performance Measures”).  The Performance Measures are consolidated into a composite measure based on the relative weighting of each component as a percentage of 100%.  Performance measures are based on the attainment of one, two, and three year objectives.   represents the award of Performance Share Units by Teton Energy Corporation, a to the provisions of the Plan, which is attached as Exhibit A, and pursuant to the Plan Administration document (the “Plan Administration”), which is attached as Exhibit B.   The Plan and the Plan Administration provide a complete description of the terms and conditions governing Performance Share Units.  If there is any inconsistency the Plan, unless specifically set forth otherwise herein.  In consideration of the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:   1.  Employment by the Company.  The Performance Share Units granted hereunder are awarded on the condition that the Participant remains employed by the Company from the Date of Award through the end of the Performance Period, as specified above.  However, neither such condition nor the award of the Performance Share Units shall impose upon the Company any obligation to retain the Participant in its employ for any given period or upon any specific terms of employment.   2.  Earning Performance Share Units.  Subject to the terms of the Plan and this number and value of Performance Share Units earned by the Participant over the Performance Period, where the number of Performance Share Units is determined as achieved.   3.  Performance Measures.  The Performance Measures under this Award Agreement shall be based on a combination of Production (MCF), Management Efficiency and Company’s common stock.  The Performance Measures are consolidated into a composite measure based on the relative weighting of each component as a percentage of 100%.  Performance measures are based on the attainment of one, two, and three year objectives.   1   Achievement of the following targets in 2005, 2006, and 2007 will entitle the Participant to payment of the Target Number of Performance Share Units awarded as set forth above, subject to other provisions of the Plan and this Award Agreement:   Base Performance Targets       2005   2006   2007                   Composite Measurement   100.00   271.31   397.30     Achievement of the following targets in 2005, 2006, and 2007 shall entitle the Participant to payment of 200% of the Target Number of Performance Share Units awarded:   Stretch Performance Targets       2005   2006   2007                   Composite Measurement   119.66   410.42   628.52     Participant to payment of 50% of the Target Number of Performance Share Units awarded:   Below Base Performance Targets       2005   2006   2007                   Composite Measurement   84.17   203.29   292.98     Achievement of less than the aforementioned targets shall result in no payment of Performance Share Units to the Participant under this Award Agreement.   Achievement of results between Performance Targets identified above shall entitle the Participant to payment of the number of Performance Share Units interpolated according to a performance achievement function defined by the foregoing achievement levels, and as reflected on the graphs attached hereto.  Such interpolation shall be made by the Committee in its sole discretion and shall be binding.   In the event that the Base Performance Targets for 2005 are achieved, 20% of the Target Performance Share Units shall vest and be paid out to the Participant.  In the event that the Base Performance Targets for 2006 are achieved, 30% of the In the event that the Base Performance Targets for 2007 are achieved, the balance or 50% of the Target Performance Shares Units shall vest and be paid out to the Participant.  Stretch targets, if achieved, will be paid out according to the same schedule.   4.  Form and Timing of Payment of Performance Share Units.  Payment of earned Performance Share Units shall be made as soon as practicable but in no event after March 31 of the calendar year following the calendar year of the close of the applicable Performance Period.  Subject to the Plan, the Committee, as that term is defined in the Plan, has authorized that the future payment of any earned Performance Share Units shall be made 100% in Shares.  The Company will withhold from any such payout Shares having a value equivalent to the amount needed to satisfy the minimum statutory tax withholding requirements of the Company or its Subsidiary in the appropriate taxing jurisdiction.   5.  Voting Rights and Dividends.  During the Performance Period and until the date of payment of Performance Share Units as provided for in Section 4, the Participant will not have voting rights with respect to the Performance Share Units.  During the Performance Period and until and including the date of payment of Performance Share Units as provided in Section 4, the Participant shall receive all dividends, dividend equivalents and other distributions paid with respect to the number of shares of Common Stock of the Company equal to the number of Performance Share Units granted under this Award.  Any such payment of dividend, dividend equivalent or other distribution will be made on one of the   2   Disability, or Retirement (as such terms are defined in the Plan) during the Performance Period, the Participant or the Participant’s beneficiary or estate, as the case may be, shall be entitled to receive a prorated payment of the Performance Share Units.  The prorated payment shall be determined by the Committee, in its discretion, based on the number of full months of the Participant’s employment during the Performance Period, in relation to the total number of months in the Performance Period, and shall further be adjusted based on the achievement of the pre-established performance goals set forth in Section 3.   Payment of Performance Share Units shall be made at the time specified by the Committee in its discretion.  Notwithstanding the foregoing, with respect to a Participant who retires during the Performance Period, payments shall be made at   Participant terminates employment with or Board membership of the Company for any reason other than those reasons set forth in Section 6, or in the event that the Company terminates the employment of the Participant with or without cause, all Performance Share Units awarded to the Participant under this Award Agreement shall be forfeited by the Participant to the Company; provided, however, that in the event of a termination of the employment of the Participant by the Company without cause, the Committee, in its discretion, may waive such with Section 6.   Plan, during the Performance Period, the Target Number of Performance Share Units shall become payable in full and such payment shall be made within twenty-five (25) calendar days following the date of the Change in Control.  The Committee, in its discretion, may make such payment of the Target Number of Performance Share Units in the form of cash or in shares (or in a combination thereof).  The number of Shares to be issued, if any, shall be equal to the number of earned Performance Share Units designated by the Committee to be paid in Shares.  The amount of cash to be paid if any shall be equal to the Fair Market Value, as defined in the Plan, of a share of the Common Stock of the Company as of the date of the Change in Control multiplied by the number of Performance Share Units designated by the Committee to be paid in cash.   9.  Nontransferability.  Performance Share Units may not be sold, transferred, representative.   discretion to adjust the number of Performance Share Units awarded pursuant to this Award Agreement, in accordance with the Plan.   requirements of the Company, its Subsidiary, or affiliate in the appropriate taxing jurisdiction.   Share Units having a Fair Market Value on the date the tax is to be determined transaction.  All such elections shall be irrevocable, made   3     Participant shall not, directly or indirectly, at any time during the Participant’s employment with the Company or any of its Subsidiaries, and for a period of eighteen (18) months following the termination of Participant’s employment with the Company and its Subsidiaries for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the production and/or sale of products competitive with any material product, offering or business of the Company or any of its Subsidiaries; provided, however, that the Participant shall not be deemed to have breached this broadly recognized national or regional securities exchange; provided, further, that in the event that Participant’s employment with the Company or any of its Subsidiaries terminates for reasons related to a change in control, this restriction shall not apply.  A Participant’s investment in another business entity shall not be deemed to be directly competitive with the Company’s operations or otherwise prohibited if: (a) it was known to the independent directors at the time the Participant commenced work with the Company; (b) reviewed and approved by disinterested independent directors; or (c) of a passive, minority investment nature and the disinterested independent directors have determined that the activities undertaken by such other business entity are not directly in competition with the Company as there are no corporate opportunities that are being taken from the Company by virtue of the Participant’s investment.   scope and its business opportunities are located throughout the world; (c) the Company and its Subsidiaries and affiliates compete with other businesses that Section 13 are reasonable and necessary to protect the Company’s business.   be effective, binding, and enforceable against the Participant.     For so long as while the covenants under this Section 13 are in effect, the Participant will give notice to the Company of the identity of the Participant’s new employer, within two business days after accepting any other employment.  The Company may notify such employer that the Participant is bound by this Award Agreement and, at the Company’s election, furnish such employer with a copy of this Award Agreement or relevant portions thereof.   Information, as defined below, concerning the Company or any of its Subsidiaries or affiliates, or the Company’s or any of its Subsidiaries’ trade secrets of which the Participant has gained knowledge during his employment with the Company.  Any trade secrets of the Company or any of its subsidiaries or related protections and benefits under the Uniform Trade Secrets Act (Article 74 of the Colorado Statutes), Section 18-4-408 of the Colorado Statutes, and any other   4   Confidential Information that the Participant demonstrates was or became Participant.   its Subsidiaries or affiliates which is not generally available to others, would be considered to be information proprietary to the Company or any of its Subsidiaries, or that is a trade secret within the meaning of the Uniform Trade Secrets Act (Article 74 of the Colorado Statutes), Section 18-4-408 of the Colorado Statutes, and any other applicable law.   the Company and its Subsidiaries or affiliates for any reason (a) employ or retain or arrange to have any other person, firm, or other entity employ or retain or otherwise participate in the employment or retention of any person who is an employee or consultant of the Company or its Subsidiaries; or (b) solicit or arrange to have any other person, firm, or other entity solicit or otherwise participate in the solicitation of business from any entity that was a customer of the Company or any of its Subsidiaries or affiliates during the time of the Participant’s employment, whether or not the Participant had personal contact with such person; provided, further, that in the event that Participant’s employment with the Company or any of its Subsidiaries terminates for reasons related to a change in control, this restriction shall not apply.   Covenants. this Award Agreement.   forth in Section 13), with specific regard to the nature of the business conducted by the Company and its Subsidiaries and related or affiliated companies or joint ventures.  The Participant’s covenants in Sections 13, 14, and 15 are independent covenants and the existence of any claim by the Participant against the Company under this Award Agreement or otherwise, will not excuse the Participant’s breach of any covenant in Sections 13, 14, or 15.   Subsidiaries or affiliates expires or is terminated, this Award Agreement will covenants and agreements of the Participant in Sections 13, 14, 15, and 16.   Participant in writing with the Secretary of the   5       Name:               Address:               Relationship:         favor of the Plan.  Any inconsistency between the Award Agreement and the administrative rules shall be resolved in favor of the administrative rules.  Any inconsistency between the administrative rules and the Plan shall be     future.  Further, the Awards set forth in this Award Agreement constitute a non-recurrent benefit and the terms of Award Agreement are only applicable to the Awards distributed pursuant to this Award Agreement.   21.  Severability.  In the event that any provision of this Award Agreement   22.  Miscellaneous.  With the approval of the Board, the Committee may termination, amendment, or modification of the Plan may in any way materially impairs the Participant’s rights under this Award Agreement, without the Participant’s written approval.     respect to the Performance Share Units granted hereunder, shall be binding (i) on the Company and on any successor to the Company, whether the existence of assets of the Company; and (ii) on the Participant and his or her heirs and legal representatives.   effect.   6   have been made and entered into in the State of Colorado and in all respects the the principles of conflict of laws.  Any and all lawsuits, legal actions or brought in Denver County, Colorado or federal court of competent jurisdiction sitting nearest to Denver, Colorado, and each party hereby submits to and accepts the exclusive jurisdiction of such court for the purpose of such suit, legal action or proceeding.  Each party irrevocably waives any objection it may now have or hereinafter have to this choice of venue of any suit, legal action or proceeding in any such court and further waives any claim that any suit, legal action or proceeding brought in any such court has been brought in an inappropriate forum.   effective as of             , 2005.     Teton Energy Corporation           By:             Name:         Title:                     Participant   7   [g194741kii001.gif]   [g194741kii002.gif]   8   [g194741kii003.gif]   [g194741kii004.gif]   9  

Vanguard Explorer ™ Fund Summary Prospectus August 15, 2014 Investor Shares & Admiral™ Shares Vanguard Explorer Fund Investor Shares (VEXPX) Vanguard Explorer Fund Admiral Shares (VEXRX) The Fund’s statutory Prospectus and Statement of Additional Information dated August 15, 2014, as may be amended or supplemented, are incorporated into and made part of this Summary Prospectus by reference. Before you invest, you may want to review the Fund’s Prospectus, which contains more information about the Fund and its risks. You can find the Fund’s Prospectus and other information about the Fund online at www.vanguard.com/prospectus . You can also obtain this information at no cost by calling 800-662-7447 or by sending an e-mail request to online@vanguard.com. The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. Investment Objective The Fund seeks to provide long-term capital appreciation. Fees and Expenses The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund. Shareholder Fees (Fees paid directly from your investment) Investor Shares Admiral Shares Sales Charge (Load) Imposed on Purchases None None Purchase Fee None None Sales Charge (Load) Imposed on Reinvested Dividends None None Redemption Fee None None Account Service Fee (for certain fund account balances below $20/year $20/year $10,000) Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment) Investor Shares Admiral Shares Management Fees 0.49% 0.33% 12b-1 Distribution Fee None None Other Expenses 0.03% 0.02% Total Annual Fund Operating Expenses 1 0.52% 0.35% 1 The expense information shown in the table has been restated to reflect estimated amounts for the current fiscal year. 1 Examples The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you invest $10,000 in the Fund’s shares. These examples assume that the Shares provide a return of 5% a year and that total annual fund operating expenses remain as stated in the preceding table. The results apply whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 Year 3 Years 5 Years 10 Years Investor Shares $53 $167 $291 $653 Admiral Shares $36 $113 $197 $443 Portfolio Turnover The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 65% of the average value of its portfolio. Principal Investment Strategies The Fund invests mainly in the stocks of small companies. These companies tend to be unseasoned but are considered by the Fund’s advisors to have superior growth potential. Also, these companies often provide little or no dividend income. The Fund uses multiple investment advisors. Principal Risks An investment in the Fund could lose money over short or even long periods. You should expect the Fund’s share price and total return to fluctuate within a wide range, like the fluctuations of the overall stock market. The Fund is subject to the following risks, which could affect the Fund’s performance: • Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. 2 • Investment style risk , which is the chance that returns from small-capitalization growth stocks will trail returns from the overall stock market. Historically, small-cap stocks have been more volatile in price than the large-cap stocks that dominate the overall market, and they often perform quite differently. Small companies tend to have greater stock volatility because, among other things, these companies are more sensitive to changing economic conditions. • Manager risk , which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective. In addition, significant investment in the information technology sector subjects the Fund to proportionately higher exposure to the risks of this sector. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Annual Total Returns The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447. Annual Total Returns — Vanguard Explorer Fund Investor Shares 1 1 The year-to-date return as of the most recent calendar quarter, which ended on June 30, 2014, was 2.32%. During the periods shown in the bar chart, the highest return for a calendar quarter was 19.79% (quarter ended June 30, 2009), and the lowest return for a quarter was –26.16% (quarter ended December 31, 2008). 3 Average Annual Total Returns for Periods Ended December 31, 2013 1 Year 5 Years 10 Years Vanguard Explorer Fund Investor Shares Return Before Taxes 44.36% 23.08% 9.20% Return After Taxes on Distributions Return After Taxes on Distributions and Sale of Fund Shares Vanguard Explorer Fund Admiral Shares Return Before Taxes 44.59% 23.28% 9.39% Russell 2500 Growth Index (reflects no deduction for fees, expenses, or taxes) 40.65% 24.03% 10.11% Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder. Investment Advisors Arrowpoint Asset Management, LLC (Arrowpoint Partners) Century Capital Management, LLC (Century Capital) Chartwell Investment Partners, Inc. (Chartwell) Granahan Investment Management, Inc. (Granahan) Kalmar Investment Advisers (Kalmar) Stephens Investment Management Group, LLC (SIMG) Wellington Management Company, LLP (Wellington Management) The Vanguard Group, Inc. (Vanguard) 4 Portfolio Managers Chad Meade, Partner and Portfolio Manager of Arrowpoint Partners. He has co-managed a portion of the Fund since June 2014. Brian Schaub, CFA, Partner and Portfolio Manager of Arrowpoint Partners. He has co-managed a portion of the Fund since June 2014. Alexander L. Thorndike, Managing Partner at Century Capital. He has managed a portion of the Fund since 2008. Edward N. Antoian, CFA, CPA, Managing Partner at Chartwell. He has co-managed a portion of the Fund since 1997. John A. Heffern, Managing Partner and Senior Portfolio Manager at Chartwell. He has co-managed a portion of the Fund since 2006. Gary C. Hatton, CFA, Co-Founder and Chief Investment Officer of Granahan. He has co-managed a portion of the Fund since 1998. Jane M. White, Co-Founder, President, and Chief Executive Officer of Granahan. She has co-managed a portion of the Fund since 2000. Jennifer M. Pawloski, Vice President of Granahan. She has co-managed a portion of the Fund since January 2014. John V. Schneider, CFA, Vice President of Granahan. He has co-managed a portion of the Fund since January 2014. Ford B. Draper, Jr., President, Chief Investment Officer, and Founder of Kalmar. He has managed a portion of the Fund since 2005 (co-managed since February 2014). Dana F. Walker, CFA, Portfolio Manager at Kalmar. He has co-managed a portion of the Fund since February 2014 . Ryan E. Crane, CFA, Chief Investment Officer of SIMG. He has managed a portion of the Fund since 2013. Kenneth L. Abrams, Senior Vice President and Equity Portfolio Manager of Wellington Management. He has managed a portion of the Fund since 1994. Daniel J. Fitzpatrick, CFA, Vice President and Equity Research Analyst at Wellington Management. He has served as an associate portfolio manager for a portion of the Fund since February 2014. James D. Troyer, CFA, Principal of Vanguard. He has managed a portion of the Fund since 2006 (co-managed since 2012). 5 James P. Stetler, Principal of Vanguard. He has co-managed a portion of the Fund since 2012. Michael R. Roach, CFA, Portfolio Manager at Vanguard. He has co-managed a portion of the Fund since 2012. Purchase and Sale of Fund Shares You may purchase or redeem shares online through our website ( vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The following table provides the Fund’s minimum initial and subsequent investment requirements. Account Minimums Investor Shares Admiral Shares* To open and maintain an account $3,000 $50,000 To add to an existing account Generally $100 (other than Generally $100 (other than by Automatic Investment by Automatic Investment Plan, which has no Plan, which has no established minimum) established minimum) * Institutional and financial intermediary clients should contact Vanguard for information on special eligibility rules that may apply to them. Tax Information The Fund’s distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply. Payments to Financial Intermediaries The Fund and its investment advisors do not pay financial intermediaries for sales of Fund shares. Vanguard Explorer Fund Investor Shares—Fund Number 24 Vanguard Explorer Fund Admiral Shares—Fund Number 5024 CFA ® is a trademark owned by CFA Institute. © 2014 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor. SP 24 082014

THIRD AMENDMENT TO THE USA MUTUALS AMENDED AND RESTATED EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT with USA MUTUALS ADVISORS, INC. THIS THIRD AMENDMENT dated as of December 11, 2015, to the Amended and Restated Expense Limitation Agreement, dated as of July 29, 2014 (the “Agreement”), is entered into by and between USA MUTUALS (the “Trust”), on behalf of the series of the Trust as indicated on Amended Schedule A to the Agreement, as may be amended from time to time (each, a “Fund,” and collectively, the “Funds”), and USA Mutuals Advisors, Inc. (hereinafter called the “Adviser”). RECITALS WHEREAS, the parties have entered into the Agreement; and WHEREAS, the Trust and the Adviser desire to amend the Agreement to reflect the addition of the USA Mutuals Beating Beta Fund and the USA Mutuals Dynamic Market Opportunity Fund as new series of the Trust; and WHEREAS, the Agreement allows for the amendment of Schedule A to the Agreement by a written instrument executed by both parties; NOW, THEREFORE, the parties agree as follows: Schedule A of the Agreement is hereby superseded and replaced with Amended Schedule A attached hereto, for the sole purpose adding the USA Mutuals Beating Beta Fund and the USA Mutuals Dynamic Market Opportunity Fund. Except to the extent amended hereby, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above. USA MUTUALS USA MUTUALS ADVISORS, INC. on behalf of its series listed on Amended Schedule A By: /s/ Joseph C. Neuberger Name: Joseph C. Neuerger Title: Chairman By:/s/ Jerry Szilagyi Name: Jerry Szilagyi Title:President 1 AMENDED SCHEDULE A to the USA MUTUALS AMENDED AND RESTATED EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT with USA MUTUALS ADVISORS, INC. Separate Series of USA MUTUAL Name of Series and Share Class Expense Cap USA Mutuals Generation Wave Growth Fund – Investor Class Shares 1.75% USA Mutuals Generation Wave Growth Fund – Class A Shares 2.00% USA Mutuals Generation Wave Growth Fund – Class C Shares 2.75% USA Mutuals Barrier Fund* – Institutional Class Shares 1.24% USA Mutuals Barrier Fund – Investor Class Shares 1.49% USA Mutuals Barrier Fund – Class A Shares 1.49% USA Mutuals Barrier Fund – Class C Shares 2.24% USA Mutuals Takeover Targets Fund – Institutional Class Shares 1.25% USA Mutuals Takeover Targets Fund – Investor Class Shares 1.50% USA Mutuals Takeover Targets Fund – Class A Shares 1.50% USA Mutuals Takeover Targets Fund – Class C Shares 2.25% USA Mutuals/WaveFront Hedged Emerging Markets Fund – Institutional Class Shares 1.50% USA Mutuals/WaveFront Hedged Emerging Markets Fund – Investor Class Shares 1.75% USA Mutuals/WaveFront Hedged Emerging Markets Fund – Class A Shares 1.75% USA Mutuals/WaveFront Hedged Emerging Markets Fund – Class C Shares 2.50% USA Mutuals Beating Beta Fund – Institutional Class Shares 1.25% USA Mutuals Beating Beta Fund – Investor Class Shares 1.50% USA Mutuals Beating Beta Fund – Class A Shares 1.50% USA Mutuals Beating Beta Fund – Class C Shares 2.25% USA Mutuals Dynamic Market Opportunity Fund – Institutional Class Shares 1.99% USA Mutuals Dynamic Market Opportunity Fund – Investor Class Shares 2.24% USA Mutuals Dynamic Market Opportunity Fund – Class A Shares 2.24% USA Mutuals Dynamic Market Opportunity Fund – Class C Shares 2.99% In the event that a Fund’s operating expenses (excluding interest on any borrowings by the Fund, taxes, interest and dividends on short sales, brokerage commissions, acquired fund fees and expenses and extraordinary expenses, if any) exceed the percentage shown above of that Fund’s average daily net assets on an annual basis, the Adviser shall reduce the amount of the investment advisory fee or assume expenses of the Fund in the amount of such excess, up to the amount of the investment advisory fee payable by the Fund to the Adviser. 2 Amended: December 11, 2015. *The name of the Fund was changed to “USA Mutuals Barrier Fund” effective July 29, 2014.Prior to that date, the name of the Fund was “Vice Fund.” 3

Exhibit 99(a) Investor Contact: Kenneth R. Bowling Media Contact: Teresa A. Huffman Chief Financial Officer Vice President, Human Resources 336-881-5630 336-889-5161 CULP ANNOUNCES RESULTS FOR FOURTH QUARTER AND FISCAL 2015 Company Announces Special Cash Dividend of $0.40 Per Share HIGH POINT, N.C. (June 18, 2015) ─ Culp, Inc. (NYSE: CFI) today reported financial and operating resultsfor the fourth quarter and fiscal year ended May 3, 2015. Fiscal 2015 Full Year Highlights ■ Net sales were $310.2 million, up 8.0 percent from fiscal 2014, representing the sixth consecutive year of overall annual sales growth, or a 7.2 percent CAGR over the six-year period, with mattress fabrics segment sales up 11.8 percent, a record year, and upholstery fabrics segment sales up 3.1 percent over the prior year. ■ Pre-tax income was $23.0 million, compared with $19.0 million in fiscal 2014, a 21 percent increase. ■ Adjusted net income (non-GAAP) was $19.4 million, or $1.56 per diluted share, compared with $15.7million, or $1.26 per diluted share, for the prior year period.(Adjusted net income is calculated using estimated cash income tax expense.See the reconciliation to net income on page 6). ■ Net income (GAAP) was $15.1 million, or $1.21 per diluted share, compared with net income of $17.4million, or $1.41 per diluted share, last year, which included a nonrecurring $5.4 million income tax benefit recorded in the third quarter. ■ Return on capital was 29 percent, compared with 26 percent in fiscal 2014. ■ Free cash flow was $15.1 million, after investing $10.5 million in capital expenditures, compared with free cash flow of $13.8 million in fiscal 2014. ■ The company’s financial position remained strong with cash and cash equivalents and short term investments of $39.7million and total debt of $2.2million as of May 3, 2015, or a net cash position of $37.5 million, representing the highest level in the company’s history.This compares with a net cash position of $30.6 million at the end of fiscal 2014. Fiscal 2015 Fourth Quarter Highlights ■ Net sales were $78.8 million, up 6.5 percent, with mattress fabric sales up 10.4 percent and upholstery fabric sales up 0.9 percent, compared with the fourth quarter last year. ■ Pre-tax income was $6.7 million, compared with $4.1 million in the fourth quarter of fiscal 2014, a 62 percent increase. ■ Adjusted net income (non-GAAP) was $5.6 million, or $0.45 per diluted share, for the current quarter, compared with $3.4 million, or $0.27 per diluted share, for the prior year period. ■ Net income (GAAP) was $4.9 million, or $0.39 per diluted share, compared withnet income of $2.7million, or $0.22 per diluted share, in the prior year period. ■ The company announced a special cash dividend of $0.40 per share and a quarterly cash dividend of $0.06 per share, both payable in July 2015. ■ The projection for first quarter fiscal 2016 is for overall sales to be in the range of one percent to four percent higher, compared with the previous year’s first quarter.The first quarter of fiscal 2016 will be a 13-week period compared with 14 weeks in the first quarter of fiscal 2015.Pre-tax income for the first quarter of fiscal 2016 is expected to be in the range of $5.2 million to $5.7 million.Pre-tax income for the first quarter of fiscal 2015 was $5.5million. ■ The company expects fiscal 2016 to be another good year for free cash flow. -MORE- CFI Announces Results for Fourth Quarter and Fiscal 2015 Page 2 June 18, 2015 Overview For the fourth quarter ended May 3, 2015, net sales were $78.8 million, a 6.5 percent increase compared with$74.0 million a year ago.The company reported net income of $4.9 million, or $0.39 per diluted share,forthe fourthquarter of fiscal 2015, compared with net income of $2.7 million, or $0.22 per diluted share,forthe fourth quarter of fiscal 2014. Given the volatility in the income tax area during fiscal 2015 and previous years, the company is reporting adjusted net income (non-GAAP), which is calculated using estimated cash income tax expense for its foreign subsidiaries.(A presentation of adjusted net income and a reconciliation to net income is set forth on page 6).The company currently does not incur cash income tax expense in the U.S., nor does it expect to for a number of years, due to approximately $32 million in U.S. net operating loss carryforwards as of the end of fiscal 2015.For the fourth quarter of fiscal 2015, adjusted net income was $5.6 million, or $0.45 per diluted share, compared with $3.4 million, or $0.27 per diluted share, for the fourth quarter of fiscal 2014.On a pre-tax basis, the company reportedincome of $6.7 million compared with pre-tax income of $4.1 million for the fourth quarter offiscal 2014. Net sales for fiscal 2015 were $310.2 million, up 8.0 percent, compared with net sales of $287.2million in fiscal 2014.Net income for fiscal 2015 was $15.1 million, or $1.21 per diluted share, compared with $17.5million, or $1.41 per diluted share, in fiscal 2014, which included a nonrecurring $5.4 million income tax benefit recorded in the third quarter.Adjusted net income for fiscal 2015 was $19.4 million, or $1.56 per diluted share, compared with $15.7 million, or $1.26 per diluted share, in fiscal 2014.On a pre-tax basis, the company reported income of $23.0 million for fiscal 2015, compared with pre-tax income of $19.0million in fiscal 2014. Commenting on the results, Frank Saxon, president and chief executive officer of Culp, Inc., said, “Culp delivered another solid performance in fiscal 2015, as we achieved higher annual sales and improved profitability in both businesses.Notably, this is the sixth consecutive year of overall annual sales growth and a new record year for mattress fabrics sales.Throughout the year, we have continued to execute our strategy with a focus on design creativity and product innovation, supported by exceptional service.Together, these efforts have driven our sales performance, both with existing key customers and new customers.Our ability to sustain excellence in creating innovative fabrics that meet changing customer demands is an important advantage for Culp.As a result, we have further enhanced our leadership position in both businesses, and we look forward to continued success in the year ahead. “Importantly, we achieved excellent free cash flow of $15.1 million in fiscal 2015, up from $13.8 million achieved the previous year.As a result, we are pleased to announce today that our Board of Directors approved a special cash dividend of $0.40 per share, in line with our capital allocation strategy, as well as approved our regular quarterly cash dividend of $0.06 per share.This action reflects our commitment to delivering value to our shareholders.At the same time, we have the financial strength to make strategic investments necessary to enhance and expand our production capabilities and take advantage of additional growth opportunities in fiscal 2016,” added Saxon. Mattress Fabrics Segment Sales for this segment were $48.2 million for the fourth quarter, up 10.4 percent, compared with sales of $43.7 million in the fourth quarter of fiscal 2014.For fiscal 2015, mattress fabric sales were $179.7 million, up 11.8 percent, compared with $160.7 million in fiscal 2014. “Our mattress fabrics business had another strong performance in the fourth quarter, pushing our annual sales to a new record level in fiscal 2015,” said Iv Culp, president ofCulp’s mattress fabrics division.“These results reflect solid execution of the strategic plan that we laid out at the beginning of fiscal 2015, with consistent growth and progress throughout the year.The fourth quarter results demonstrate the success of this plan as we more fully realized the benefits of our $9.5 million capital investment. “We are very pleased with our sales growth this year, which has outpaced overall industry growth.Our focus on design and innovation sets us apart in the mattress fabric marketplace, and we continue to have favorable placements with new product roll-outs to our customers.Our product mix of mattress fabrics and sewn covers across all price points and style trends has allowed us to execute our vision to deliver a full design package from fabric to finished covers.Our design team has done an exceptional job, and we have continued to support our design efforts with investments in the latest technologies and software, including an enhanced new website, to leverage our talents and our Culp Home Fashions brand. -MORE- CFI Announces Results for Fourth Quarter and Fiscal 2015 Page 3 June 18, 2015 “We made notable progress in our operating performance during fiscal 2015, with the most significant improvement evident in the fourth quarter as we neared completion of our expansion project.In addition to the greater operating efficiencies, we were able to benefit from some lower input costs and fewer weather disruptions than we experienced during the fourth quarter of fiscal 2014.While we still have some additionalwork to complete with new equipment, our capital investments have already met our expectations with added capacity, enhanced finishing capabilities, and better overall efficiency and throughput.Importantly, we have also created a strategic infrastructure that will support our future growth initiatives, and we will continue to make sound investments to improve our competitive advantage.We are especially pleased with the year over year evolution of our sewn cover business, which further supports our diversification strategy and enhances our strong value proposition.We look forward to the opportunities ahead for another strong performance in both mattress fabrics and sewn covers during fiscal 2016,” noted Culp. Upholstery Fabrics Segment Sales for this segment were $30.7 million for the fourth quarter, compared with sales of $30.4 million in the fourth quarter of fiscal 2014.For fiscal 2015, upholstery fabric sales were $130.4 million, up 3.1 percent, compared with $126.5 million in fiscal 2014. “Overall, we are pleased with the steady growth in sales and improved profitability for upholstery fabrics in fiscal 2015,” noted Boyd Chumbley, executive vice president of Culp’s upholstery fabrics division.“Notably, this marks the sixth straight year of annual sales improvement.These results reflect the continued success of our product-driven strategy with a focus on design and innovation.This strategy has also allowed us to diversify our customer base and target additional end-user markets, including the hospitality market and “lifestyle” retail category.Additionally, we experienced higher demand for cut and sewn kits in fiscal 2015, which further supported our sales for the year. “Our global platform provides significant manufacturing flexibility, and we have continued to leverage this capability to meet changing customer demand.Sales of China produced fabrics accounted for approximately 90 percent of upholstery fabric sales in fiscal 2015, providing a diverse product mix of fabric styles and price points with excellent service and quality. “Culp has a proven reputation as an industry leader known for innovative products and creative fabric designs,” added Chumbley.“Our ability to keep pace with current style trends is a critical advantage for our customers, and we are encouraged by our favorable showing at the recent April furniture market with significant new placements.We believe Culp is well positioned for sustained growth in upholstery fabrics, especially as the overall economy improves with a more stable U.S. housing market and higher consumer spending for home furnishings.” Balance Sheet and Free Cash Flow “We are pleased to end fiscal 2015 with a strong financial position,” added Ken Bowling, chief financial officer of Culp, Inc.“The company generated $15.1 million in free cash flow in fiscal 2015, after investing $10.5 million in capital expenditures.The $15.1 million is above last year’s free cash flow of $13.8 million.Both our businesses did an outstanding job in managing working capital, which contributed to the strong free cash flow this fiscal year.During fiscal 2015, we used the free cash flow to build our net cash position by approximately $7.0 million and to return $8.3 million of cash to shareholders through dividends and share repurchases.Looking ahead to fiscal 2016, we expect another good year of free cash flow, with capital expenditures projected to be $7.5 million to $9.0 million and modest growth in working capital. As of May 3, 2015, we reported $39.7 million in cash and cash equivalents and short-term investments.Total debt at the end of fiscal 2015 was $2.2million, which represents the final installment on our term loan due August 2015.Notably, our net cash position, or cash minus total debt, was $37.5 million at the end of the year, the highest net cash level in Culp’s history.” -MORE- CFI Announces Results for Fourth Quarter and Fiscal 2015 Page 4 June 18, 2015 Dividends and Share Repurchases Consistent with its capital allocation strategy, the company announced that its Board of Directors has approved the payment of a special cash dividend of $0.40 per share. In addition, the Board approved the payment of the company’s quarterly cash dividend of $0.06 per share.Both of these payments will be made on July 15, 2015, to shareholders of record as of July 1, 2015.Future dividend payments are subject to Board approval and may be adjusted at the Board’s discretion as business needs or market conditions change. For fiscal 2015, the company purchased 43,014 shares of Culp common stock for $745,000, all of which were purchased in the first and second quarters, pursuant to the $5.0 million share repurchase program authorized by the Board of Directors in February 2014.This leaves $4.3 million available for additional share repurchases. Since June 2011, and including the special and regular dividends to be paid in July, the company will have returned approximately $35 million to shareholders in the form of regular quarterly and special dividends and share repurchases. Saxon said, “We are pleased that our strong financial performance and solid cash flow for fiscal 2015 have provided an opportunity to pay another special dividend, our third in three years.This action reflects our confidence in Culp’s future and our commitment to generating value for our shareholders.” Outlook Commenting on the outlook for the first quarter of fiscal 2016, Saxon remarked, “At this time, we expect overall sales to be up one percent to four percent as compared with the first quarter of fiscal 2015.The first quarter of fiscal 2016 will have one less week than the first quarter of the prior year, or 13 weeks compared with 14 weeks. “We expect first quarter sales in our mattress fabrics business to be up four percent to eight percent as compared with the same period a year ago.Operating income and margins in this segment are expected to be moderately higher, compared with the same period a year ago. “In our upholstery fabrics business, we expect first quarter sales to be slightly lower compared with the first quarter of fiscal 2015.We believe the upholstery fabrics segment’s operating income and margins will be flat when compared with the same quarter oflast year. “Considering these factors, the company expects to report pre-tax income for the first fiscal quarter of 2016 in the range of $5.2 million to $5.7 million.Pre-tax income for last year’s first quarter was $5.5 million. “Based on our current budget, capital expenditures for fiscal 2016 are expected to be approximately $7.5 million to $9.0 million, primarily related to our mattress fabrics business.Additionally, the company expects another good year of free cash flow, even after a higher than normal level of capital expenditures and modest growth in working capital.” In closing, Saxon remarked, “We are pleased with Culp’s performance in fiscal 2015 and our ability to execute our strategy and enhance our leadership position in a global marketplace.Our consistent top-line growth reflects our ability to leverage our outstanding design capabilities and deliver a wide range of innovative fabrics that keep pace with customer demand and style trends.We are well positioned to support our continued growth in both businesses with our flexible and scalable global manufacturing platform, backed by excellent customer service.At the same time, we have maintained a solid financial position and generated strong free cash flow, allowing us to reward our shareholders with significant dividend payments and share repurchases.Above all, we are committed to outstanding performance for our customers as a financially stable and trusted source for innovative fabrics.We are excited about the opportunities before us as we look ahead to fiscal 2016 and beyond.” -MORE- CFI Announces Results for Fourth Quarter and Fiscal 2015 Page 5 June 18, 2015 About the Company Culp, Inc. is one of the world's largest marketers of mattress fabrics for bedding and upholstery fabrics for residential and commercial furniture.The company markets a variety of fabrics to its global customer base of leading bedding and furniture companies, including fabrics produced at Culp’s manufacturing facilities and fabrics sourced through other suppliers.Culp has operations located in the United States, Canada and China. This release contains “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933 and Section 27A of the Securities and Exchange Act of 1934).Such statements are inherently subject to risks and uncertainties.Further, forward looking statements are intended to speak only as of the date on which they are made, and we disclaim any duty to update such statements.Forward-looking statements are statements that include projections, expectations or beliefs about future events or results or otherwise are not statements of historical fact.Such statements are often but not always characterized by qualifying words such as “expect,” “believe,” “estimate,” “plan” and “project” and their derivatives, and include but are not limited to statements about expectations for our future operations, production levels, sales, profit margins, profitability, operating income, capital expenditures, income taxes, SG&A or other expenses, pre-tax income, earnings, cash flow, and other performance measures, as well as any statements regarding future economic or industry trends or future developments. Factors that could influence the matters discussed in such statements include the level of housing starts and sales of existing homes, consumer confidence, trends in disposable income, and general economic conditions.Decreases in these economic indicators could have a negative effect on our business and prospects.Likewise, increases in interest rates, particularly home mortgage rates, and increases in consumer debt or the general rate of inflation, could affectus adversely. Changes in consumer tastes or preferences toward products not produced by us could erode demand for our products. Changes in the value of the U.S. dollar versus other currencies could affect our financial results because a significant portion of our operations are located outside the United States. Strengthening of the U.S. dollar against other currencies could make our products less competitive on the basis of price in markets outside the United States, and strengthening of currencies in Canada and China can have a negative impact on our sales of products produced in those places. Also, economic and political instability in international areas could affect our operations or sources of goods in those areas, as well as demand for our products in international markets. Further information about these factors, as well as other factors that could affect our future operations or financial results and the matters discussed in forward-looking statements, is included in Item 1A “Risk Factors” in our Form 10-K filed with the Securities and Exchange Commission on July11, 2014 for the fiscal year ended April 27, 2014.In addition, please note that the company is not responsible for changes made to this release by wire services, internet services, or other media. -MORE- CFI Announces Results for Fourth Quarter and Fiscal 2015 Page 6 June 18, 2015 CULP, INC. Condensed Financial Highlights (Unaudited) Three Months Ended Fiscal Year Ended May 3, April 27, May 3, April 27, Net sales $ Income before income taxes $ Net income $ Net income per share: Basic $ Diluted $ Adjusted net income $ Adjusted net income per share Basic $ Diluted $ Average shares outstanding: Basic Diluted Presentation of Adjusted Net Income and Adjusted Income Taxes (1) Three Months Ended Fiscal Year Ended May 3, April 27, May 3, April 27, Income before income taxes $ Adjusted income taxes (2) $ Adjusted net income $ Culp, Inc. currently does not incur cash income tax expense in the U.S. due to its $32.2 million in net operating loss carryforwards.Adjusted net income is calculated using only estimated cash income tax expense for the company’s subsidiaries in Canada and China. Represents estimated cash income tax expense for the company’s subsidiaries in Canada and China, calculated with a consolidated adjusted effective income tax rate of 15.7% for fiscal 2015 and 17.6% for fiscal 2014. -MORE- CFI Announces Results for Fourth Quarter and Fiscal 2015 Page 7 June 18, 2015 Consolidated Adjusted Effective Income Tax Rate, Net Income and Earnings Per Share For the Twelve Months Ended May 3, 2015, and April 27, 2014 (Unaudited) (Amounts in Thousands) TWELVE MONTHS ENDED Amounts May 3, April 27, Consolidated Effective GAAP Income Tax Rate % % Undistributed Earnings From Foreign Subsidiaries )% % Non-Cash U.S. Income Tax Expense )% )% Non-Cash Foreign Income Tax Expense )% - Consolidated Adjusted Effective Income Tax Rate % % THREE MONTHS ENDED As reported May 3, 2015 As reported April 27, 2014 May 3, Proforma Net April 27, Proforma Net Adjustments of Adjustments Adjustments of Adjustments Income before income taxes $ $

Name: Commission Regulation (EEC) No 2625/88 of 24 August 1988 fixing the import levies on white sugar and raw sugar Type: Regulation Date Published: nan No L 235/ 18 Official Journal of the European Communities 25. 8 . 88 COMMISSION REGULATION (EEC) No 2625/88 of 24 August 1988 fixing the import levies on white sugar and raw sugar mation known to the Commission that the levies at present in force should be altered to the amounts set out in the Annex hereto, HAS ADOPTED THIS REGULATION THE COMMISSION OF THE EUROPEAN COMMUNITIES, Having regard to the Treaty establishing the European Economic Community, Having regard to the Act of Accession of Spain and Portugal, Having regard to Council Regulation (EEC) No 1785/81 of 30 June 1981 on the common organization of the markets in the sugar sector ('), as last amended by Regula ­ tion (EEC) No 2306/88 (2), and in particular Article 16 (8) thereof, Whereas the import levies on white sugar and raw sugar were fixed by Commission Regulation (EEC) No 2336/88 (3), as last amended by Regulation (EEC) No 2613/88 (4); Whereas it follows from applying the detailed rules contained in Regulation (EEC) No 2336/88 to the infor Article 1 The import levies referred to in Article 16 ( 1 ) of Regula ­ tion (EEC) No 1785/81 shall be, in respect of white sugar and standard quality raw sugar, as set out in the Annex hereto . Article 2 This Regulation shall enter into force on 25 August 1988 . This Regulation shall be binding in its entirety and directly applicable in all Member States . Done at Brussels , 24 August 1988 . For the Commission Frans ANDRIESSEN Vice-President (') OJ No L 177, 1 . 7 . 1981 , p. 4 . (2) OJ No L 201 , 27. 7 . 1988 , p. 65 . (3) OJ No L 203, 28 . 7 . 1988 , p . 22 . V) OJ No L 233, 23 . 8 . 1988 , p . 11 . 25. 8 . 88 Official Journal of the European Communities No L 235/ 19 ANNEX to the Commission Regulation of 24 August 1988 fixing the import levies on white sugar and raw sugar (ECU/100 kg) CN code Levy 1701 11 10 34,60 (') 1701 11 90 34,60 (') 1701 12 10 34,60 (') 1701 12 90 34,60 (') . 1701 91 00 44,53 1701 99 10 44,53 1701 99 90 44,53 (2) (') Applicable to raw sugar with a yield of 92 % ; if the yield is Other than 92 %, the levy applicable is calculated in accordance with the provisions of Article 2 of Regulation (EEC) No 837/68 . (2) In accordance with Article 16 (2) of Regulation (EEC) No 1785/81 this amount is also applicable to sugar obtained from white and raw sugar containing added substances other than flavouring or colouring matter.

Exhibit 10.1 Published CUSIP Number: [____]   Dated as of August 25, 2020   among   USANA HEALTH SCIENCES, INC., a Utah corporation, as the Borrower,   as the Guarantors,     and   THE LENDERS PARTY HERETO   and     TABLE OF CONTENTS   Page   1   1.01 Defined Terms 1   1.02 Other Interpretive Provisions 26   1.03 Accounting Terms 27   1.04 Rounding 28   1.05 Times of Day 28   1.06 Letter of Credit Amounts 28   1.07 UCC Terms 28   1.08 Rates 28         29   2.01 Revolving Borrowings 29   2.02   2.03 Letters of Credit 30   2.04 Swingline Loans 38   2.05 Prepayments 40   2.06   2.07 Repayment of Loans 42   2.08 Interest and Default Rate 42   2.09 Fees 43   2.10   2.11 Evidence of Debt 44   2.12   2.13   2.14 Cash Collateral 47   2.15 Defaulting Lenders 48   2.16 Increase in Revolving Facility 50         51   3.01 Taxes 51   3.02 Illegality 55   3.03   3.04 Increased Costs; Reserves on Eurodollar Rate Loans 58   3.05 Compensation for Losses 60   3.06   3.07 Survival 60         ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS   61   4.01   4.02     63   5.01 Existence, Qualification and Power 63   5.02 Authorization; No Contravention 63   5.03   5.04 Binding Effect 64   5.05 Financial Statements; No Material Adverse Effect 64   5.06 Litigation 65   5.07 No Default 65   i   5.08 Ownership of Property 65   5.09 Environmental Matters 65   5.10 Insuran66 66   5.11 Taxes 66   5.12 ERISA Compliance 66   5.13 Margin Regulations; Investment Company Act 67   5.14 Disclosure 68   5.15 Compliance with Laws 68   5.16 Solvency 68   5.17 Casualty, Etc. 68   5.18 Sanctions Concerns and Anti-Corruption Laws 68   5.19 Responsible Officers 69   5.20 Subsidiaries; Equity Interests; Loan Parties 69   5.21 Collateral Representations 69   5.22 EEA Financial Institutions 70   5.23 Covered Entities 70   5.24 Beneficial Ownership Certification 70   5.25 Intellectual Property; Licenses, Etc. 70   5.26 Labor Matters 70           6.01 Financial Statements 71   6.02   6.03 Notices 73   6.04 Payment of Obligations 74   6.05   6.06 Maintenance of Properties 74   6.07 Maintenance of Insurance 74   6.08 Compliance with Laws 75   6.09 Books and Records 75   6.10 Inspection Rights 75   6.11 Use of Proceeds 75   6.12 Financial Covenants 76   6.13 Covenant to Guarantee Obligations; Pledged Equity 76   6.14 Covenant to Give Security 76   6.15 Anti-Corruption Laws; Sanctions 76   6.16 Further Assurances 77         ARTICLE VII NEGATIVE COVENANTS 77   7.01 Liens 77   7.02 Indebtedness 78   7.03 Investments 79   7.04 Fundamental Changes 79   7.05 Dispositions 80   7.06 Restricted Payments 80   7.07 Change in Nature of Business 81   7.08 Transactions with Affiliates 81   7.09 Burdensome Agreements 81   7.10 Use of Proceeds 81   7.11 Formation; Form of Entity and Accounting Changes 81   7.12 Sale and Leaseback Transactions 82   7.13 Sanctions 82   7.14 Anti-Corruption Laws 82 ii ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES 82   8.01 Events of Default 82   8.02 Remedies upon Event of Default 84   8.03 Application of Funds 85         ARTICLE IX ADMINISTRATIVE AGENT 86   9.01 Appointment and Authority 86   9.02   9.03 Exculpatory Provisions 87   9.04 Reliance by Administrative Agent 88   9.05 Delegation of Duties 88   9.06   9.07 Non-Reliance on Administrative Agent, the Arranger and the Other Lenders 89   9.08 No Other Duties, Etc. 90   9.09 Administrative Agent May File Proofs of Claim; Credit Bidding 90   9.10 Collateral and Guaranty Matters 91   9.11 Secured Cash Management Agreements and Secured Hedge Agreements 92   9.12 Certain ERISA Matters 92         ARTICLE X CONTINUING GUARANTY 93   10.01 Guaranty 93   10.02 Rights of Lenders 94   10.03 Certain Waivers 94   10.04 Obligations Independent 94   10.05 Subrogation 95   10.06 Termination; Reinstatement 95   10.07 Stay of Acceleration 95   10.08 Condition of Borrower 95   10.09 Appointment of Borrower 95   10.10 Right of Contribution 96   10.11 Keepwell 96   10.12 Amendment and Restatement 96         ARTICLE XI MISCELLANEOUS 97   11.01 Amendments, Etc. 97   110.2 98   11.03 100   11.04 101   11.05 Payments Set Aside 102   11.06 Successors and Assigns 103   11.07 107   11.08 Right of Setoff 108   11.09 Interest Rate Limitation 109   11.10 109   11.11 109   11.12 Severability 109   11.13 Replacement of Lenders 110   11.14 111   11.15 Waiver of Jury Trial 112   11.16 Subordination 112   11.17 112   11.18 113   11.19 USA Patriot Act Notice 113   11.20 114   11.21 114   11.22 Amendment and Restatement 115   11.23 Time of the Essence 115 iii BORROWER PREPARED SCHEDULES   Responsible Officers   Schedule 5.10 Insurance   Schedule 5.12 Pension Plans     Loan Parties   Pledged Equity Interests   Schedule 7.01 Existing Liens   Schedule 7.02 Existing Indebtedness   Schedule 7.03 Existing Investments ADMINISTRATIVE AGENT PREPARED SCHEDULES         Schedule 2.03 Letter of Credit Commitments   Schedule 2.04 Swingline Commitments EXHIBITS             Exhibit F Form of Revolving Note   Exhibit G Form of Secured Party Designation Notice     Exhibit I Form of Swingline Loan Notice   Exhibit J Form of Officer’s Certificate   Exhibit K Forms of U.S. Tax Compliance Certificate   Exhibit L  Form of Financial Condition Certificate   Exhibit M Form of Authorization to Share Insurance Information   Exhibit N Form of Notice of Loan Prepayment iv     This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of August 25, 2020, among USANA HEALTH SCIENCES, INC., a Utah corporation (the “Borrower”), the Guarantors (defined herein), Lenders (defined herein), BANK OF BOFA SECURITIES, INC., as Arranger (defined herein).   RECITALS:   WHEREAS, the Borrower and Bank of America are parties to the Existing Credit Agreement, pursuant to which and subject to the terms and conditions therein contained, Bank of America agreed to make revolving loans to Borrower and agreed to issue letters of credit for the account of the Borrower.   WHEREAS, the Loan Parties (as defined herein) have requested that the Lenders, the Swingline Lender and the L/C Issuer make certain loans and other financial     Agreement and the Existing Guaranty by entering into this Agreement.     ARTICLE I DEFINITIONS AND ACCOUNTING TERMS   1.01 Defined Terms. forth below:               “Additional Secured Obligations” means (a) all obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements and (b)   administrative agent.               “Administrative Agent’s Office” means, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 1.01(a), or such   1 Administrative Agent.                   “Agreement” means this Second Amended and Restated Credit Agreement,                 “Applicable Percentage” means in respect of the Revolving Facility, the ninth decimal place) of the Revolving Facility represented by such Revolving Section 2.15.  If the Commitment of all of the Revolving Lenders to make applicable.               “Applicable Rate” shall mean, for any day, a rate per annum equal to (a) in the case of Base Rate Loans, 0%, (b) in the case of Eurodollar Daily Floating Rate Loans, 1.75%, (c) in the case of Eurodollar Fixed Rate Loans, 1.75% (d) in the case of the Letter of Credit Fee, 1.75% and (e) in the case of the Commitment Fee, 0.25%.               “Applicable Revolving Percentage” means with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage in respect of the Revolving Facility at such time.         (including an electronic documentation form generated by use of an electronic   2               “Audited Financial Statements” means the audited Consolidated December 28, 2019, and the related Consolidated statements of income or                “Authorization to Share Insurance Information” means the required by each of the Loan Party’s insurance companies).     8.02.     Schedule.       the Base Rate.               “Beneficial Ownership Certification” means a certification regarding     3   party.   hereto.                     “Cash Collateral” shall have a meaning correlative to the foregoing   Swingline Lender (as applicable) or the Lenders, as Collateral for L/C the Revolving Lenders to fund participations in respect of L/C Obligations or in amounts satisfactory to the Administrative Agent and the applicable L/C Lender (as applicable).   all Liens (other than Permitted Liens):   maturities of not more than two (2) years from the date of acquisition thereof; support thereof; 4 (c)  commercial paper in an aggregate amount of no more than $25,000,000 per S&P, in each case with maturities of not more than two hundred seventy (270) days from the date of acquisition thereof; and registered under the Investment Company Act, which are administered by financial             “Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated   to a Cash Management Agreement that, at the time it enters into a Cash               “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.               “CERCLIS” means the Comprehensive Environmental Response, Environmental Protection Agency.       5                 “Change of Control” means an event or series of events by which (a) Myron W. Wentz, his spouse, members of his immediate family, and/or any of the lineal descendants of any thereof and/or (b) any trust or similar entity all of the beneficiaries of which, or a corporation, partnership or limited liability company all of the stockholders and other equity holders, limited and general partners or members of which, are (i) solely the Persons in the foregoing clause (a) and/or (ii) any entity described in this clause (b) all the beneficiaries of which, or all the stockholders and other equity holders, limited and general partners of which, are solely the Persons identified in the foregoing clause (a), ceases to own and control, directly and indirectly, at least 30% of Borrower’s capital ownership.         each Joinder Agreement, each of the collateral assignments, security agreements, pledge agreements, account control agreements or other similar agreements Parties.                 “Commitment Fee” has the meaning specified in Section 2.09.                   “Connection Income Taxes” means Other Connection Taxes that are   statements or financial statement items of the Borrower and its Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance   Subsidiaries on a Consolidated basis, an amount equal to the net income of Borrower and its Subsidiaries (excluding extraordinary gains but including extraordinary losses) for such period (“Net Income”) plus (a) the following to the extent deducted in calculating such Net Income: (i) the sum of (A) all interest, premium payments, debt discount, fees (including commitment fees and the amortization of upfront fees), charges and related expenses of Borrower and its Subsidiaries in connection with borrowed money (excluding capitalized interest) or in connection with the deferred purchase price of assets for such and (B) the portion of rent expense of Borrower and its Subsidiaries for such Borrower and its Subsidiaries for such period, (iii) the amount of depreciation, depletion and amortization expense deducted in determining such Net Income and (iv) other expenses of Borrower and its Subsidiaries reducing such Net Income (b) all non-cash items increasing Net Income for such period.   6 for Borrower and its Subsidiaries on a Consolidated basis, the sum of (a) the instruments, plus (b) all purchase money Indebtedness, plus (c) Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations, plus non-recourse to Borrower or such Subsidiary, minus (e) the aggregate amount of Subordinated Liabilities properly classified on such date as long term debt in accordance with GAAP.               “Consolidated Funded Debt to Consolidated EBITDA Ratio” means, as of   property is bound.             Rate plus the Applicable Rate for Revolving Loans that are Base Rate Loans plus Law.   applicable.   7               “Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.   property by any Loan Party or Subsidiary (or the granting of any option or other                  “Domestic Subsidiary” means any Subsidiary that is organized under     8 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 EEA Financial Institution.               “Eligible Assignee” means any Person that meets the requirements to   resources such as wetland, flora and fauna.   foreign statutes, laws (including common law), regulations, standards, ordinances, rules, judgments, interpretations, orders, decrees, permits, agreements or governmental restrictions relating to pollution or the protection of the Environment or human health (to the extent related to exposure to hazardous materials), including those relating to the manufacture, generation, handling, transport, storage, treatment, Release or threat of Release of   remediation, fines, penalties or indemnities) whether based in contract, tort, common law, directly or indirectly relating to (a) any Environmental Law, (b)               “Environmental Permit” means any permit, certification, registration, approval, identification number, license or other authorization         9                 “Eurodollar Fixed Rate Loan” means a Revolving Loan that bears               “Eurodollar Floating Rate Loan” means a Revolving Loan that bears interest at a rate based on clause (b) of the definition of “Eurodollar Rate”;     (a)  for any Interest Period with respect to a Eurodollar Fixed Rate Loan, the of such rate for U.S. Dollars (“LIBOR”), as published on the applicable time) for a period equal in length to such Interest Period (in such case, the Interest Period; and (b)   for any interest calculation with respect to a Eurodollar Floating Rate Loan on any date, the rate per annum equal to the fluctuating rate of interest which can change on each banking day. The rate will be adjusted on each banking day to equal LIBOR (or a comparable or successor rate which is approved by the Administrative Agent) for U.S. Dollar deposits for delivery on the date in question for a one month term beginning on that date. The Administrative Agent will use LIBOR as published by Bloomberg (or other commercially available source in the Administrative Agent’s sole discretion pursuant to Section 3.04 for Administrative Agent. 10 Rate shall in no event be less than 0.50% at any time.               “Eurodollar Rate Loans” mean Eurodollar Fixed Rate Loans and Eurodollar Floating Rate Loans.       (d), amounts with respect to such Taxes were payable either to such Lender’s   Credit Agreement dated as of April 27, 2011 by and between the Borrower and Bank of America, as amended.      “Existing Guaranty” means that certain Amended and Restated Continuing Guaranty dated as of April 27, 2011, as amended, by and among Bank of America and USANA Acquisition Corp., a Utah corporation, USANA Sensé Company, Inc., a Utah corporation, USANA Health Sciences New Zealand, Inc., a Delaware corporation, USANA Canada Holding, Inc., a Delaware corporation, FMG Productions, Inc., a Utah corporation, International Holdings, Inc., a Delaware corporation, USANA Health Sciences China, Inc., a Delaware corporation, UHS Essential Health Philippines, Inc., a Utah corporation, and Pet Lane, Inc., a Delaware corporation.   set forth on Schedule 1.01(d).     11 following shall have occurred: (a) the Aggregate Commitments have terminated,             the United States.     activities.   Accountants and statements and pronouncements of the FASB (or agencies with profession) including, without limitation, the FASB ASC, that are applicable to subject to Section 1.03.               “Governmental Authority” means the government of the United States   12       “Guarantors” means, collectively, (a) USANA Acquisition Corp., a Utah corporation, USANA Sensé Company, Inc., a Utah corporation, USANA Health Sciences New Zealand, Inc., a Delaware corporation, USANA Canada Holding, Inc., a Delaware corporation, FMG Productions, Inc., a Utah corporation, International Holdings, Inc., a Delaware corporation, USANA Health Sciences China, Inc., a Delaware corporation, UHS Essential Health Philippines, Inc., a Utah corporation, and Pet Lane, Inc., a Delaware corporation, and each other Person that becomes a party to this Agreement pursuant to Section 6.13, and (b) with Borrower.   under Article X in favor of the Secured Parties, together with each other guaranty delivered pursuant to Section 6.13.               “Hazardous Materials” means all explosive or radioactive substances including petroleum or petroleum distillates, natural gas, natural gas liquids, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form   Contract that, at the time it enters into a Swap Contract not prohibited under   13                   (b)             all direct or contingent obligations of such Person   Contract;           the foregoing.           14             “Intellectual Property” has the meaning set forth in the Security Agreement.               “Intercompany Debt” has the meaning specified in Section 11.16.   Eurodollar Floating Rate Loan, Base Rate Loan or Swingline Loan, the first definition).   converted to or continued as a Eurodollar Rate Loan and ending on the date one (1) week, or one (1), two (2), three (3) or six (6) months thereafter (in each provided that:   Investment.   as amended.                 “ISP” means the International Standby Practices, International in effect at the applicable time).     15             “Joinder Agreement” means a joinder agreement substantially in the Section 6.13.       when made or refinanced as a Revolving Borrowing.   commitment of the L/C Issuer to issue Letters of Credit hereunder. The initial amount of the L/C Issuer’s Letter of Credit Commitment is set forth on Schedule 2.03. The Letter of Credit Commitment of the L/C Issuer may be modified from time to time by agreement between the L/C Issuer and the Borrower, and notified   the amount thereof.   hereunder.     signature pages hereto, each other Person that becomes a “Lender” in accordance with this Agreement and, their successors and assigns and, unless the context requires otherwise, includes the Swingline Lender.   Issuer or any Lender, the office or offices of such Person described as such in such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the Borrower and the Administrative foreign branch of such Person or such Affiliate.   commercial letter of credit or a standby letter of credit.               “Letter of Credit Application” means an application and agreement   16   Revolving Facility.               “LIBOR” has the meaning specified in the definition of Eurodollar Rate.   the Administrative Agent designates to determine LIBOR (or such other                 “LIBOR Successor Rate Conforming Changes” has the meaning specified in Section 3.03(g).     under Article II in the form of a Revolving Loan or a Swingline Loan.   Cash Collateral pursuant to the provisions of Section 2.14, and (h) all other   Loans from one Type to the other, or (c) a continuation of Eurodollar Fixed Rate     market.   “Swap Contract.”               “Master Guaranty” has the meaning set forth in Section 10.12.   17 or (b) a material adverse effect on (i) the ability of any Loan Party to perform its Obligations under any Loan Document to which it is a party, (ii) the any Loan Document to which it is a party or (iii) the rights, remedies and under any Loan Documents.            “Material Subsidiary” means any Subsidiary that during the then current fiscal year of Borrower (on a pro forma basis) or either of the two most recently ended fiscal years of Borrower, accounts or accounted for 10% or more of the consolidated revenue of Borrower.               “Maturity Date” means August 25, 2025; provided, however, that, in   discretion.   thereto.       all affected Lenders, in accordance with the terms of Section 11.01 and (b) has         to a Loan, which shall be substantially in the form of Exhibit N or such other Officer.     18 Document or otherwise with respect to any Loan, or Letter of Credit and (b) all                 “Officer’s Certificate” means a certificate substantially the form of Exhibit J or any other form approved by the Administrative Agent.   the charter or certificate or articles of incorporation and the bylaws (or limited liability company agreement (or equivalent or comparable documents with venture or other applicable agreement of formation or organization (or and (d) with respect to all entities, any agreement, instrument, filing or its formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction).                       “Participant Register” has the meaning specified in Section 11.06(d).   19       contributed to by the Borrower and any ERISA Affiliate or with respect to which the Borrower or any ERISA Affiliate has any liability and is either covered by   merger or otherwise, of all or substantially all of the assets of, or more than 50% of the voting Equity Interest of, or a business line or a division of, any   (a)                    all Persons, assets, business lines or divisions acquired shall be in the type of business permitted to be engaged in by Borrower and its Subsidiaries pursuant to Section 7.07 or such other lines of business as may be consented to by Administrative Agent; (b)              no Default or Event of Default shall then exist or would exist (c)                 as of the closing of any acquisition, such acquisition shall have been approved by the board of directors or equivalent governing body of the Person to be acquired or from which such assets, business line or division is to be acquired; (d)         not less than 15 Business Days prior to the consummation of any acquisition for consideration (including assumed liabilities, earnout payments and any other deferred payment) in excess of $30,000,000, Borrower shall have delivered to Administrative Agent a written description of the Person, assets, business line or division to be acquired and its operations; (e)               Borrower shall demonstrate to the reasonable satisfaction of Administrative Agent that, after giving effect to such acquisition, Borrower will be in pro forma compliance with all of the terms and provisions of the financial covenants set forth in Section 6.12; and (f)             if such acquisition is structured as a merger, Borrower (or if such merger is with any Subsidiary, then such Subsidiary) shall be the surviving Person after giving effect to such merger.                 “Plan” means any employee benefit plan within the meaning of               “Platform” has the meaning specified in Section 6.02(l).   20             “Pledged Equity” has the meaning specified in the Security Agreement.   time.           obligation of any Loan Party hereunder.               “Reduction Amount” has the meaning set forth in Section 2.06(b).     to time and all official rulings and interpretations thereunder or thereof.     facility.   has been waived.   Borrowing, conversion or continuation of Revolving Loans, a Loan Notice,   determination.                “Resignation Effective Date” has the meaning set forth in Section   21 chief financial officer, treasurer, assistant treasurer or controller of a Loan to Section 4.01(b), the secretary or any assistant secretary of a Loan Party     to Section 2.01.   the Closing Date shall be $75,000,000.   such Lender’s participation in L/C Obligations and Swingline Loans at such time.     or (b) if the Revolving Commitments have terminated or expired, any Lender that has a Revolving Loan or a participation in L/C Obligations or Swingline Loans at such time.     the case may be, substantially in the form of Exhibit F.   22   Party or any Subsidiary, any arrangement, directly or indirectly, with any              “Sanction” means any sanction administered or enforced by the United relevant sanctions authority.     Agreement between the any Loan Party and any Cash Management Bank.   exchange, or commodity Swap Contract required by or not prohibited under Article VI or VII between any Loan Party and any Hedge Bank.               “Secured Obligations” means all Obligations, and all Additional Secured Obligations.     an Affiliate of a Lender substantially in the form of Exhibit G.               “Security Agreement” means the security and pledge agreement, dated the Loan Parties.               “Solvency Certificate” means a solvency certificate in substantially   matured liability.   23 “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.11).   Obligations in a manner acceptable to Bank its sole discretion.                     “Swap Obligations” means with respect to any Guarantor any Exchange Act.   Lender).               “Swingline Borrowing” means a borrowing of a Swingline Loan pursuant to Section 2.04.   forth opposite such Lender’s name on Schedule 2.04 hereof or (b) if such Lender Administrative Agent pursuant to Section 11.06(c).   of Swingline Loans, or any successor swingline lender hereunder.   24               “Swingline Loan Notice” means a notice of a Swingline Borrowing               “Swingline Sublimit” means an amount equal to the lesser of (a) $5,000,000, and (b) the Revolving Facility. The Swingline Sublimit is part               “Synthetic Lease Obligation” means the monetary obligation of a lease, or (b) an agreement for the use or possession of property, in each case, treatment).       unused Commitments and Revolving Exposure of such Lender at such time.   time, the unused Commitments and Revolving Exposure of such Revolving Lender at such time.               “Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and L/C Obligations.               “Trade Date” has the meaning specified in Section 11.06(b)(i)(B).   Loan, a Eurodollar Floating Rate Loan or a Eurodollar Fixed Rate Loan.   priority.               “UCP” means the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time).       25 laws of the United States, any state thereof for the District of Columbia.                 “U.S. Special Resolution Regimes” has the meaning specified in Section 11.21.           1.02 Other Interpretive Provisions   a Loan Document to Articles, Sections, Recitals, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Recitals, Exhibits and   26 and including.”       1.03 Accounting Terms (ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015, and (iii) all terms of an accounting or financial nature used herein shall similar result or effect) to value any Indebtedness of the Borrower or any amount of any outstanding Indebtedness, no effect shall be given to any election permitted by FASB ASC 825–10–25 (formerly known as FASB 159) or any similar accounting standard).     27 herein to Consolidated financial statements of the Borrower and its Subsidiaries   1.04 Rounding   1.05 Times of Day   1.06 Letter of Credit Amounts   1.07 UCC Terms   1.08 Rates   The Administrative Agent does not warrant, nor accept responsibility, nor   28 ARTICLE II COMMITMENTS AND CREDIT EXTENSIONS   2.01 Revolving Borrowings Revolving Loans, prepay under Section 2.05, and reborrow under this Section further provided herein.   2.02 from one Type to the other, and each continuation of Eurodollar Fixed Rate Loans of Eurodollar Fixed Rate Loans or of any conversion of Eurodollar Rate Fixed Loans to Eurodollar Floating Rate Loans or Base Rate Loans, and (B) on the requested date of any Borrowing of Eurodollar Floating Rate Loans or Base Rate Loans. Each Borrowing of, conversion to or continuation of Eurodollar Fixed Rate $50,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Eurodollar Floating Rate Loans or Base Rate in excess thereof.  Each Loan Notice and each telephonic notice shall specify (I) the applicable Facility and whether the Borrower is requesting a Borrowing, converted, and (V) if applicable, the duration of the Interest Period with Eurodollar Floating Rate Loans. Any such automatic conversion to Eurodollar Floating Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Fixed Rate Loans. If Eurodollar Fixed Rate Loans in any such Loan Notice, but fails to specify an (1) month.   Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Fixed Rate Loan.   29 amount of its Applicable Percentage under such Facility of the applicable Loans, details of any automatic conversion to Eurodollar Fixed Rate Loans described in   Eurodollar Fixed Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Fixed Rate Loan. During the existence of   manifest error.      (e)         Interest Periods. After giving effect to all Revolving than five Interest Periods in effect in respect of the Revolving Facility.      (f)             Cashless Settlement Mechanism. Notwithstanding anything to all or the portion of its Loans in connection with any refinancing, extension, Agreement, pursuant to a cashless settlement mechanism approved by the Borrower,   2.03 Letters of Credit denominated for its own account in such form as is acceptable to the Administrative Agent and the L/C Issuer in its reasonable determination. Letters of Credit issued hereunder shall constitute utilization of the Revolving Commitments.   30 Renewal.   provided that any such Auto-Extension Letter of Credit shall permit the L/C extension of such Letter of Credit at any time to an expiration date not later than the date permitted pursuant to Section 2.03(d); provided, that the L/C Lenders have elected not to permit such extension or (B) be obligated to permit such extension if it has received notice (which may be in writing or by conditions set forth in Section 4.02 is not then satisfied, and in each such Credit shall be issued, amended, extended, reinstated or renewed only if (and upon issuance, amendment, extension, reinstatement or renewal of each Letter of effect to such issuance, amendment, extension, reinstatement or renewal (w) the exceed its Revolving Commitment and (z) the Total Revolving Exposure shall not   31 Credit if: discretion. Credit. twelve (12) months after the then‑current expiration date of such Letter of Credit) and (ii) the date that is seven (7) Business Days prior to the Maturity Date.     Commitments. 32 amended pursuant to the operation of Section 2.16, as a result of an assignment in accordance with Section 11.06 or otherwise pursuant to this Agreement. under this clause (e)(vi) shall be conclusive absent manifest error. 33 the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Eurodollar Floating Rate Loans, Base Rate Loans or Swingline Loan in an equivalent amount and, to the extent so replaced by the resulting Borrowing of Eurodollar Floating Rate Loans, Base Rate the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof.  Promptly upon receipt of such notice, each Revolving Lender shall pay to the such notice.          (g)              Obligations Absolute. The Borrower’s obligation to reimburse L/C Disbursements as provided in clause (f) of this Section 2.03 shall   other Loan Document or any Letter of Credit, or any term or provision herein or therein; applicable; 34   (i)             Liability. None of the Administrative Agent, the Lenders, the by the Borrower to the extent permitted by Applicable Law) suffered by the Issuer (as finally determined by a court of competent jurisdiction), the L/C Issuer shall be deemed to have exercised care in each such determination, and that: Letter of Credit; hereby waive, to the extent permitted by Applicable Law, any standard of care 35     Issuer.   Credit Fee”) (x) for each commercial Letter of Credit equal to the Applicable Rate per annum times the daily amount available to be drawn under such Letter of Credit and (y) for each standby Letter of Credit equal to the Applicable Rate such Letter of Credit and (ii) accrued through and including the last day of each calendar quarter in arrears. If there is any change in the Applicable Rate   (m)         Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account, the customary   36 shall, within the time allowed by Applicable Laws or the specific terms of the to represent a demand for payment under such Letter of Credit. The L/C Issuer Borrower in writing of such demand for payment if the L/C Issuer has made or Disbursement.   shall make any L/C Disbursement, then, unless the Borrower shall reimburse such such payment.   Section 2.03(m). From and after the effective date of any such replacement,     Revolving Lenders with L/C Obligations representing at least 50% of the total “Collateral Account”) an amount in cash equal to 100% of the total L/C deposit into the Collateral Account an amount in cash equal to 100% of such L/C 37 (but subject to the consent of Lenders with L/C Obligations representing 50% of (r)            Conflict with Issuer Documents. In the event of any conflict shall control.   2.04 Swingline Loans   $100,000, and (B) the requested date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Borrower on the books of the Swingline Lender.   38   behalf of the Borrower (which hereby irrevocably authorizes  the Swingline Loan in an amount equal to such Lender’s Applicable Revolving Percentage of the participation. manifest error. 39   Swingline Lender.     2.05 Prepayments 40 Days prior to any date of prepayment of Eurodollar Fixed Rate Loans and (2) on the date of prepayment of Eurodollar Floating Rate Loans or Base Rate Loans; (B) any prepayment of Eurodollar Fixed Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $50,000 in excess thereof; and (C) any prepayment of Eurodollar Floating Rate Loans or Base Rate Loans shall be in a principal amount of $50,000 or a whole multiple of $10,000 in excess thereof or, Type(s) of Loans to be prepaid and, if Eurodollar Fixed Rate Loans are to be specified therein. Any prepayment of a Eurodollar Fixed Rate Loan shall be therein.   (ii)   Application Payments. Except as otherwise provided in Section 2.15, second, shall be applied to the outstanding Revolving Loans and, third, shall be Cash Collateral) to reimburse the L/C Issuers or the Revolving Lenders, as applicable. 41 to this Section 2.05(b) shall be applied first to Base Rate Loans, second to Eurodollar Floating Rate Loans and then to Eurodollar Rate Loans in direct order prepayment.   2.06   Commitments (the “Reduction Amount”), the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until   2.07 Repayment of Loans     2.08 Interest and Default Rate Eurodollar Fixed Rate Loan under a Facility shall bear interest on the applicable Borrowing date at a rate per annum equal to the Eurodollar Rate for Eurodollar Floating Rate Loan under a Facility shall bear interest on the rate per annum equal to the Eurodollar Floating Rate plus the Applicable Rate for such Facility; (iii)  each Base Rate Loan under a Facility shall bear Rate for such Facility; and (iv) each Swingline Loan shall bear interest on the Agreement.   42   Applicable Laws.   2.09 Fees 2.03, the Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a which the Revolving Facility exceeds the sum of (i) the Outstanding Amount of adjustment as provided in Section 2.15 (such fee, the “Commitment Fee”). For the Revolving Facility  The Commitment Fee shall be calculated quarterly in arrears,   43 2.10 absent manifest error.   2.11 Evidence of Debt Lender in the ordinary course of business. The Administrative Agent shall maintain the Register in accordance with Section 11.06(c). The accounts or records maintained by each Lender shall be conclusive absent manifest error of the Register, the Register shall control in the absence of manifest error. Upon respect thereto.     2.12 reflected in computing interest or fees, as the case may be. On each date when the payment of any principal, interest or fees are due hereunder or under any Loan Document, the Borrower agrees to maintain on deposit in an ordinary sufficient to pay such principal, interest or fees in full on such date. The Borrower hereby authorizes the Administrative Agent to deduct automatically all principal, interest or fees when due hereunder or under any Note from the Borrower Account, and if and to the extent any payment of principal, interest or fees under this Agreement or any Loan Document is not made when due to deduct any such amount from any or all of the accounts of the Borrower maintained at the Administrative Agent. The Administrative Agent agrees to provide written reimburse the Borrower based on their Applicable Percentage for any amounts deducted from such accounts in excess of amount due hereunder and under any other Loan Documents.   44     error.   45       the Appropriate Lenders, each payment of fees under Section 2.09 and clauses (m), (n) and (p) of Section 2.03 shall be made for account of the Appropriate principal of Loans by the Borrower shall be made for account of the Appropriate   2.13 at such time to (y) the aggregate amount of the Obligations in respect of the the Loans and sub-participations in L/C Obligations and Swingline Loans of the   46   2.14 Cash Collateral Agent), the Borrower shall Cash Collateralize the L/C Issuer‘s Fronting Exposure   balances therein, and all other property so provided as Collateral pursuant eliminate such deficiency (determined in the case of Cash Collateral provided pursuant to Section 2.15(a)(v), after giving effect to Section 2.15(a)(v) and any Cash Collateral provided by the Defaulting Lender). All Cash Collateral     47   2.15 Defaulting Lenders Applicable Law:   11.01. 48 under Section 2.09 for any period during which that Lender is a Defaulting   such L/C Issuer’s or such Swingline Lender’s Fronting Exposure to such such fee. hereunder or under Applicable Law, (A) first, prepay Swingline Loans in an 49 Revolving Commitments (without giving effect to Section 2.15(a)(iv)), whereupon   giving effect thereto.   2.16 Increase in Revolving Facility $200,000,000 (an “Incremental Facility”); provided that (i) any such request for an Incremental Facility shall be in a minimum amount of $25,000,000, and (ii) Days from the date of delivery of such notice to the Revolving Lenders).     Lender of the Revolving Lenders’ responses to each request made hereunder   promptly notify the Borrower and the Revolving Lenders of the final allocation of such increase and the Revolving Increase Effective Date.   50 Revolving Commitments under this Section 2.16.   (f)            Conflicting Provisions. This Section 2.16 shall supersede any   Revolving Facility.   ARTICLE III   3.01 Taxes “Applicable Law” includes FATCA and the term “Lender” includes any L/C Issuer.   Applicable Laws (as determined in the good faith discretion of an applicable     51       52 withholding tax; 53 be made; and   54 Obligations.   3.02 Illegality Lending Office to make, maintain or fund or charge interest with respect to any lawfully continue to maintain such Eurodollar Rate Loans and (B) if such notice   3.03 Inability to Determine Rates Eurodollar Fixed Rate Loan or in connection with an existing or proposed Eurodollar Floating Rate Loan and (2) the circumstances described in Section for any reason Eurodollar Rate for any requested Interest Period with respect to the affected Eurodollar Rate Loans or Interest Periods) until the Administrative   55   other Loan Documents, but without limiting Sections 3.03(a) and (b) above, if   LIBOR, 56   the affected Eurodollar Rate Loans or Interest Periods). Upon receipt of such     the Administrative Agent will have the right to make LIBOR Successor Rate with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such LIBOR Successor Conforming Changes to the Lenders reasonably promptly after such amendment becomes effective.   (g)            For purposes hereof:   appropriate, in the discretion of the Administrative Agent (in consultation with the Borrower), to reflect the adoption and implementation of such LIBOR 57 discretion. 3.04   Issuer;   58   specified in clause (a) or (b) of this Section 3.04 and delivered to the   notice.     59 3.05 Compensation for Losses   other than a Eurodollar Floating Rate Loan or Base Rate Loan on a day other than   other than a Eurodollar Floating Rate Loan or a Base Rate Loan on the date or in   (c)            any assignment of a Eurodollar Fixed Rate Loan on a day other the Borrower pursuant to Section 11.13;     Fixed Rate Loan made by it at the Eurodollar Fixed Rate for such Loan by a Fixed Rate Loan was in fact so funded.   3.06 assignment.   11.13.   3.07 Survival Date.   60 ARTICLE IV   4.01 precedent:   Agreement, executed by a Responsible Officer of the applicable Loan Parties and a duly authorized officer of each other Person party thereto, as applicable and party thereto.   each Loan Party.         searches; (ii)   completed UCC financing statements for each appropriate jurisdiction as (iii)   stock or membership certificates, if any, evidencing the Pledged Equity 61 (f)            Liability, Casualty, Property, Terrorism and Business Interruption Insurance. The Administrative Agent shall have received copies of Authorization to Share Insurance Information.   received a Solvency Certificate signed by a Responsible Officer of the Borrower as to the financial condition, solvency and related matters of the Borrower and its Subsidiaries, after giving effect to the initial Borrowings under the Loan   (h)            Financial Condition Certificate. The Administrative Agent shall     Indebtedness permitted to exist pursuant to Section 7.02) shall be repaid in   request of any Lender, the Borrower shall have provided to such Lender, and such Party.   (l)            Consents. The Administrative Agent shall have received evidence     (n)            Other Documents. All other documents provided for herein or which   (o)            Additional Information. Such additional information and materials require.   objection thereto.   62 4.02   warranties of the Borrower and each other Loan Party contained in Article II,         ARTICLE V REPRESENTATIONS AND WARRANTIES     5.01   5.02 Authorization; No Contravention   63 5.03   5.04 Binding Effect with its terms.   5.05 Indebtedness.   (b)            Quarterly Financial Statements. The unaudited Consolidated balance sheets of the Borrower and its Subsidiaries dated March 28, 2020, and adjustments.     64 5.06 Litigation   5.07 No Default Loan Document.   5.08 Ownership of Property   5.09 Environmental Matters or any of their respective subsidiaries: 65 Law;   5.10 Insurance operates.  Set forth on Schedule 5.10 is a list of the Loan Parties’ insurance policies.   5.11 Taxes   5.12 ERISA Compliance   66       Agreement.   5.13     67 5.14 Disclosure   5.15 Compliance with Laws   5.16 Solvency   5.17 Casualty, Etc. Material Adverse Effect.   5.18 Jurisdiction. The Borrower and its Subsidiaries have conducted their businesses in compliance with all applicable Sanctions and have instituted and maintained Sanctions.   have conducted their business in compliance in all material respects with the other applicable anti-corruption legislation in other jurisdictions, and have   68 5.19 Responsible Officers   5.20 6.13 and 6.14: (i) a complete and accurate list of all Subsidiaries, joint updated in accordance with Sections 6.02, 6.13 and 6.14, (ii) the number of nature of such Equity Interests (i.e., voting, non-voting, preferred, etc.). The   (x) ownership information (e.g., publicly held or if private or partnership, the   5.21 Collateral Representations   (b)            Pledged Equity Interests. Set forth on Schedule 5.21(b), as of the Closing Date and as of the last date such Schedule 5.21(b) was required to   69 5.22 EEA Financial Institutions   5.23 Covered Entities   5.24 Beneficial Ownership Certification   5.25 the Borrower, neither the operation of the business, nor any product, service, process, method, substance, part or other material now used, or now contemplated to be used, by the Borrower or any of its Subsidiaries infringes, misappropriates or otherwise violates upon any rights held by any other Person. the best knowledge of the Borrower, there has been no unauthorized use, access, contained therein or transmitted thereby) owned or used by the Borrower or any   5.26 Labor Matters   70 ARTICLE VI AFFIRMATIVE COVENANTS     6.01 Financial Statements   of such fiscal year, and the related Consolidated statements of income or public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in   fiscal quarters of each fiscal year of the Borrower, a Consolidated balance and the related Consolidated statements of income or operations, changes in Shareholders’ Equity and cash flows for such fiscal quarter and for the portion all in reasonable detail and prepared in accordance with GAAP certified by the a   therein.   6.02 Certificates; Other Information     Compliance Certificate signed by a Responsible Officer of the Borrower.  Unless the Administrative Agent or a Lender requests executed originals, delivery of the Compliance Certificate may be by electronic communication including fax or for all purposes.   (c)            Audit Reports; Management Letters; Recommendations. Promptly   71 projection for the Borrower and its Subsidiaries, prepared on a quarterly basis, for the next succeeding fiscal year setting forth the projected revenues, expenses, assets, liabilities and equity and the underlying assumptions therefore, all in reasonable detail and certified by a Responsible Officer of the Borrower as having been prepared and furnished to Bank in good faith and based on estimates and assumptions that were believed by the management of Borrower to be reasonable in light of the then current and foreseeable business conditions of Borrower and its Subsidiaries;   (e)            Organizational Chart.  As soon as available, but in any event organizational chart for the Borrower and its Subsidiaries as of such fiscal year end, setting forth the identity, ownership, location, revenues, assets and equity of each Person legally or beneficially owned, directly, or indirectly through one or more intermediaries, by Borrower, certified by a Responsible Officer of Borrower as being true and correct in all material respects.   15(d) of the Securities Exchange Act of 1934, as amended, or with any national the Administrative Agent pursuant hereto;.       a “legal entity customer” under the Beneficial Ownership Regulation, an updated   (j)            Additional Information. Promptly, such additional information request.   (b) or Section 6.02(f) (to the extent any such documents are included in   72 Agent and/or an Affiliate thereof may, but shall not be obligated to, make thereof, the Arranger, the L/C Issuer and the Lenders to treat such Borrower treated as set forth in Section 11.07); (C) all Borrower Materials marked Affiliate thereof and the Arranger shall be entitled to treat any Borrower   6.03 Notices     Subsidiary; (ii) any action, suit, dispute, litigation, investigation, proceeding or suspension involving the Borrower or any Subsidiary  and any       73 breached.   6.04 Payment of Obligations   6.05       6.06 Maintenance of Properties       6.07 Maintenance of Insurance   74 (b)            Evidence of Insurance. (i) Cause the Administrative Agent to be named as additional insured with respect of each commercial general liability (CGL) policy and each automobile liability insurance policy and (ii)  cause, unless otherwise agreed to by the Administrative Agent, each provider of any or by independent instruments furnished to the Administrative Agent that it will notice in the case of cancellation due to the nonpayment of premiums). Annually, upon expiration of current insurance coverage, the Loan Parties shall provide, or cause to be provided, to the Administrative Agent, such evidence of insurance as required by the Administrative Agent, including, but not limited to: Share Insurance Information.   6.08 Compliance with Laws Comply in all material respects with the requirements of all Applicable Laws and   6.09 Books and Records     6.10 Inspection Rights   6.11 Use of Proceeds Use the proceeds of the Credit Extensions to fund Permitted Acquisitions, share repurchases and for general corporate purposes not in contravention of any Law   75 6.12 Financial Covenants (a)    Consolidated EBITDA.  Maintain on a consolidated basis, as of the end of each fiscal quarter of Borrower, for the period of the four (4) prior fiscal quarters ending on such date, Consolidated EBITDA equal to or greater than $100,000,000.   (b)      Consolidated Funded Debt to Consolidated EBITDA Ratio.  Maintain, as of the end of each fiscal quarter of Borrower, a Consolidated Funded Debt to Consolidated EBITDA Ratio, equal to or less than 2.0 to 1.0.   6.13 Covenant to Guarantee Obligations; Pledged Equity Promptly (and in any event within thirty (30) days) following the date an organizational chart is delivered pursuant to Section 6.02(e), (i) cause each new Material Subsidiary that is a Domestic Subsidiary to become a Guarantor hereunder by way of execution of a Joinder Agreement, and (ii) cause the Equity Interests of such new Material Subsidiary to be Pledged Equity. In connection respect to each such new Material Subsidiary to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b) – Agent may reasonably request, including without limitation, updated Schedules 1.01(c), 5.10, 5.12, 5.20(a), 5.20(b) and 5.21(b).   6.14 Covenant to Give Security (a)            Equity Interests. The Loan Parties will cause the Pledged Equity Permitted Liens to the extent permitted by the Loan Documents) in favor of the Documents.   (b)            Updated Schedules. Concurrently with the delivery of any Collateral pursuant to the terms of this Section 6.14, the Borrower shall provide the Administrative Agent with the applicable updated Schedule(s): 5.20(a), 5.21(b).   the obligations of the Loan Parties under, the Loan Documents and all Applicable Laws.   6.15   76 6.16 Further Assurances so.   ARTICLE VII NEGATIVE COVENANTS     7.01 Liens       accordance with GAAP;       77     Default under Section 8.01(h); and     7.02 Indebtedness       exceed $25,000,000;   (d)            Indebtedness of a Subsidiary of the Borrower existing or arising under bank guaranties issued by Bank of America in an aggregate principal amount   Guarantor;     (g)            unsecured Indebtedness in an aggregate principal amount not to   78 7.03 Investments   of cash or Cash Equivalents or short-term marketable debt securities or investment grade marketable equity securities;   business purposes;   (c)            Investments of the Borrower in any wholly-owned Subsidiary that, prior to making such Investment, was a Guarantor and Investments of any   (d)            Permitted Acquisitions made by the Borrower or any Subsidiary not exceeding $100,000,000 in aggregate consideration (including assumed liabilities, earnout payments and any other deferred payment) in any fiscal year of the Borrower;   (e)            Investments of the Borrower in any Subsidiary that is not a Guarantor or Pledged Equity and Investments of any Guarantor in any Subsidiary that is not a Guarantor not exceeding $5,000,000 in the aggregate in any fiscal     (g)            Guarantees permitted by Section 7.02; and   (h)            other Investments not exceeding $2,000,000 in the aggregate in   7.04 Fundamental Changes result therefrom:   other Subsidiaries, provided that when any wholly owned Subsidiary is merging with another Subsidiary, such wholly owned Subsidiary shall be the continuing or surviving Person; and, provided further that if a Guarantor is merging with another Subsidiary, such Guarantor shall be the continuing or surviving Person;   Subsidiary, and, provided further that if the transferor of such assets is a and   Loan Party.   79 7.05 Dispositions except:             (f)            non-exclusive licenses of trademarks, service marks, trade names, licenses and other intellectual property rights in the ordinary course of five years; and   (g)            Dispositions by Borrower and its Subsidiaries not otherwise     7.06 Restricted Payments   to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a   such Person;   otherwise acquire its common Equity Interests or warrants or options to acquire any such Equity Interests with the proceeds received from the substantially concurrent issue of its common Equity Interests; and   stockholders and purchase, redeem or otherwise acquire shares of its Equity Interest or warrants, rights or options to acquire any such Equity Interests for Default would exist.   80 7.07   7.08 Transactions with Affiliates officer, director or Affiliate of such Person other than transactions which are other than an officer, director or Affiliate; provided that the foregoing Subsidiaries.   7.09 Burdensome Agreements Section 7.02(c) solely to the extent any such negative pledge relates to the   7.10 Use of Proceeds   7.11 (a)            Amend any of its Organization Documents;         81 7.12 Sale and Leaseback Transactions   7.13 Sanctions   7.14 Anti-Corruption Laws   ARTICLE VIII   8.01 Events of Default Default”):     6.03, 6.05, 6.08, 6.10, 6.11, 6.12, 6.15, Article VII or Article X; or       82         Amount; or   83         8.02         Loan Documents or Applicable Law or equity;   8.01(f) with respect to the Borrower, the Commitment of each Lender to make   84 8.03 Application of Funds Secured Obligations shall, subject to the provisions of Sections 2.14 and 2.15,     Credit Fees) payable to the Lenders, and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders, and the L/C Issuer)   ratably among the Lenders, and the L/C Issuer in proportion to the respective amounts described in this Third clause payable to them;   Fourth clause held by them; and     Fourth clause above shall be applied to satisfy drawings under such Letters of amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall Parties to preserve the allocation to Secured Obligations otherwise set forth above in this Section 8.03.   85 (c)            Notwithstanding the foregoing, Secured Obligations arising under   ARTICLE IX ADMINISTRATIVE AGENT   9.01 Appointment and Authority     9.02 Rights as a Lender thereto.   86 9.03 Exculpatory Provisions Agent or the Arranger, as applicable, and its Related Parties:   (iii)   shall not have any duty or responsibility to disclose, and shall not be any of their Affiliates that is communicated to, or in the possession of, the   Administrative Agent.   87 9.04 Reliance by Administrative Agent   9.05 Delegation of Duties sub-agents.   9.06 Resignation of Administrative Agent Resignation Effective Date.   88 Resignation Effective Date (i) the retiring Administrative Agent shall be other Loan Documents, the provisions of this Article XI and Section 11.04 shall or omitted to be taken by any of them (A) while the retiring Administrative Agent was acting as Administrative Agent and (B) after such resignation or under the other Loan Documents, including, without limitation, (1) acting as   9.07 course and is entering into this Agreement as a Lender or L/C Issuer for the facilities set forth herein as may be applicable to such Lender or L/C Issuer, financial instrument, and each Lender and the L/C Issuer agrees not to assert a such other facilities.   89 9.08 Issuer hereunder.   9.09   proceeding; and and 11.04.   90 (b)            Nothing contained herein shall be deemed to authorize the or composition affecting the Secured Obligations or the rights of any Lender or   (c)            The Secured Parties hereby irrevocably authorize the all or any portion of the Secured Obligations (including accepting some or all any portion of the Collateral (i) at any sale thereof conducted under the Laws in any other jurisdictions to which a Loan Party is subject, (ii) at any (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such credit bid and purchase, the Secured Obligations a ratable basis (with Secured Obligations with respect to contingent or through (d) of Section 11.01 of this Agreement), and (C) to the extent that   9.10 Collateral and Guaranty Matters Cash Management Bank, and a potential Hedge Bank) and the L/C Issuer irrevocably   Section 11.01; the Loan Documents. 91     9.11 Collateral Document, no Cash Management Bank, or Hedge Bank that obtains the Administrative Agent may request, from the applicable Cash Management Bank, or Date.,   9.12 Certain ERISA Matters   92 84–14 (a class exemption for certain transactions determined by independent Agreement, Lender. thereto).   ARTICLE X CONTINUING GUARANTY   10.01 Guaranty or case commenced by or against any debtor under any Debtor Relief Laws. The   93 10.02 Rights of Lenders   10.03 Certain Waivers   10.04 Obligations Independent   94 10.05 Subrogation or unmatured.   10.06 Termination; Reinstatement   10.07 Stay of Acceleration   10.08 Condition of Borrower same).   10.09 Appointment of Borrower   95 10.10 Right of Contribution   10.11 Keepwell   10.12 Amendment and Restatement The Existing Guaranty is amended and restated in its entirety by this Article X and this Agreement, and all obligations guaranteed under the Existing Guaranty shall be deemed to be Guaranteed Obligations under this Agreement.  Nothing in this Agreement shall be deemed to be a repayment or novation of such obligations, or to release or otherwise adversely affect any lien, mortgage or security interest securing such obligations or any rights of the Administrative Agent and the Lenders against any guarantor, surety or other party primarily or secondarily liable for such indebtedness.  This Agreement is not intended to of the Loan Parties for the benefit of Bank of America, including, without limitation, that certain Master Continuing Guaranty dated as of May 25, 2012 (as amended from time to time, the “Master Guaranty”), made by the Borrower in favor of Bank of America and affiliates, pursuant to which the Borrower guarantees the obligations of certain subsidiaries and affiliates of the Borrower.  The Borrower hereby ratifies and confirms the Master Guaranty.   96 ARTICLE XI MISCELLANEOUS   11.01 Amendments, Etc. 11.01, no amendment or waiver of any provision of this Agreement or any other   Lender); payment; (viii)   release the Borrower or permit the Borrower to assign or transfer any 97 duties of the Swingline Lender under this Agreement; and (C) no amendment,   require the consent of such Defaulting Lender; (ii) each Lender is entitled to   (c)            Notwithstanding anything to the contrary herein, this Agreement consent of the Borrower and the Administrative Agent) if, upon giving effect to   Agreement.   11.02 service, mailed by certified or registered mail or sent by fax transmission or   98       99     11.03   100   11.04 due diligence expenses), in connection with the syndication of the credit Issuer in connection with the issuance, amendment, extension, reinstatement or renewal of any Letter of Credit or any demand for payment thereunder and Credit.   resulted from the gross negligence, or willful misconduct of such Indemnitee.   101   (d)            Waiver of Certain Damages, Etc. To the fullest extent permitted       11.05 Payments Set Aside   102 11.06 Successors and Assigns assigns permitted hereby, except neither the Borrower nor any other Loan Party   Commitment(s) and the Loans (including for purposes of this clause (b),   this Section 11.06 in the aggregate or in the case of an assignment to a Lender, assigned; and delayed). 103 Swingline Loans. addition: Facilities; Administrative Questionnaire. or more natural Persons) this clause (b)(vi), then the assignee of such interest shall be deemed to be a occurs. 104     participations. 105 Register.     106 11.07 or notices to the Lenders, (viii) to the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (ix) with the consent of the Borrower, or (x) to result of a breach of this Section 11.07, (B) becomes available to the (C) is independently discovered or developed by a party hereto without utilizing     107     11.08 Right of Setoff Required Lenders to the fullest extent permitted by Applicable Law to set off such Lender, the L/C Issuer or such Affiliates, irrespective of whether or not respective Affiliates may have under Applicable Law. Each Lender and the L/C   108 11.09 Interest Rate Limitation hereunder.   11.10 executed counterpart.   11.11   11.12 Severability limited.   109 11.13 Replacement of Lenders that:   payments thereafter;   to this Section 11.13 may be effected pursuant to an Assignment and Assumption bound by the terms thereof; provided, that, following the effectiveness of any requested by the applicable Lender, provided further that any such documents   110 satisfactory to the L/C Issuer or the depositing of Cash Collateral into a Cash satisfactory to the L/C Issuer) have been made with respect to such outstanding Letter of Credit and (B) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.   11.14     OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (b) OF THIS SECTION 11.14. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND   111   11.15 Waiver of Jury Trial SECTION 11.15.   11.16 Subordination (“Intercompany Debt”), whether now existing or hereafter arising, including but Loan Party as subrogee of the Secured Parties or resulting from such Subordinating Loan Party’s performance under this Guaranty, to the indefeasible Administrative Agent.   11.17 hereby.   112 11.18 followed by such manually executed counterpart. For the avoidance of doubt, the acceptance by the Administrative Agent and each of the Lenders of a manually signed paper document, amendment, approval, consent, information, notice, Agreement (each a “Communication”) which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication   Agreement and all other Loan Documents. The Administrative Agent and each Lender electronic image of this Agreement and any or all of the other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this originals.   11.19 USA Patriot Act Notice   113 11.20 by:   and     Authority. 11.21 QFC Credit Support.   114 11.22 Amendment and Restatement This Agreement is an amendment and restatement, in its entirety, of the Existing Credit Agreement, and any indebtedness outstanding thereunder shall be deemed to indebtedness or any rights of the Administrative Agent and the Lenders against indebtedness.   11.23 Time of the Essence   115   BORROWER: USANA HEALTH SCIENCES, INC., a Utah corporation                 By:     Name: Jim H. Brown   Title: President                         GUARANTORS: USANA ACQUISITION CORP., a Utah corporation               By:     Name: Jim H. Brown   Title: President               USANA SENSÉ COMPANY, INC., a Utah corporation               By:   Name: Jim H. Brown   Title: President               USANA HEALTH SCIENCES NEW ZEALAND, INC. a Delaware corporation              By:   Name: Jim H. Brown   Title: President               USANA CANADA HOLDING, INC. a Delaware corporation                By:     Name: Jim H. Brown   Title: President Credit Agreement Signature Page 116   FMG PRODUCTIONS, INC., a Utah corporation                By:     Name: President               INTERNATIONAL HOLDINGS, INC., a Delaware corporation               By:     Name: Jim H. Brown   Title: President               USANA HEALTH SCIENCES CHINA, INC., a Delaware corporation               By:   Name: Jim H. Brown   Title: President               PET LANE, INC., a Delaware corporation             By:   Name: Jim H. Brown   Title: President               UHS ESSENTIAL HEALTH PHILIPPINES, INC., a Utah corporation               By:     Name: Jim H. Brown   Title: President Credit Agreement Signature Page 117   as Administrative Agent               By:     Name: Donald Schulke   Title: Senior Vice President                             By:   Name: Donald Schulke   Title: Senior Vice President                             By:     Name: Donald Schulke   Title: Senior Vice President Credit Agreement Signature Page 118 Authorized Officers Loan Party Authorized Officers USANA Health Sciences, Inc., a Utah corporation Kevin G. Guest- Chief Executive Officer Jim H. Brown – President G. Douglas Hekking – Chief Financial Officer Joshua Foukas – Chief Legal Officer, Secretary Gary Wells – Treasurer Matt Brimhall – Assistant Treasurer USANA Acquisition Corp., a Utah corporation Jim H. Brown, President G. Douglas Hekking, Treasurer and Secretary USANA Canada Holding, Inc., a Delaware corporation G. Douglas Hekking, Vice President, Treasurer and Secretary USANA Health Sciences China, Inc., a Delaware corporation FMG Productions, Inc., a Utah corporation International Holdings, Inc., a Delaware corporation USANA Health Sciences New Zealand, Inc., a Delaware corporation Pet Lane, Inc., a Delaware corporation USANA Sensé Company, Inc., a Utah corporation UHS Essential Health Philippines, Inc., a Utah corporation G. Douglas Hekking, Vice President and Treasurer SCHEDULE 5.10 Insurance Loan Party Carrier Policy Number Expiration Date Type Amount Deductibles Chubb 3604-25-69 DAL Property $310M $100k C.N.A. OC249634 Renewal Cargo $5M $10k AIG  (primary) RLI (1st excess) Endurance/Sompo (2nd excess) Argo (3rd excess) 03-978-77-21 EPG0026420 MLX4209588-1 D&O (B&C) $10M $5M $5M $5M Securities: $5M Other Claims: $5M Berkley (primary) Endurance/Sompo (1st excess) AIG (2nd excess) Navigators (Lloyds) (3rd excess) BPRO8044493 ADX30001358300 03-978-76-90 BO146ERUSA-1901244 D&O A-side $5M $5M $5M $5M Total $20M No deductible. Chubb (primary) Everest (1st excess) Great American (2nd excess) Berkley National (3rd excess) 7021-13-94 DAL LS9EX00001-191 EXC2969755 CEX09602955-01 General Liability $1M Per / $2M Agg $10M $15M $15M $200k  Product / $1M Agg. Chubb Zurich F15130623 001 SPR 0271733-02 Cyber $5M $5M $250k Chubb (19) 7358-62-29 Auto $1M $1k comp / $1k collision AIG 03-979-13-56 Employee Practices Liability $3M $250k   AIG 03-979-13-80 Fiduciary $3M $100k Securities / $5k All Others   AIG 03-979-13-82 Crime $1M $50k   Workers Comp Fund UT – 1669725 Outside UT - 3055133 Workers Compensation $1M No deductible   Travelers 106413818 Kidnap & Ransom $1M No deductible   SCHEDULE 5.12 Pension Plans None. Name of Subsidiary Owner Total Number of Shares Outstanding Number of Shares Owned by Loan Party Percentage  Owned by Loan Party Class/Nature 100 100   100% Common/Non-voting BabyCare Ltd. Pet Lane Inc. 200,000 200,000   100% Tianjin BabyCare Biological Sciences and Technology Ltd. BabyCare Ltd. 0     100% BabyCare Holdings LTD Pet Lane Inc. 62,461 62,461   100% 300, 1600 300, 1600 01, 02 100% Tianjin Health Resources Sales, Co., Ltd 300 300   100% 1,000 1,000   100% USANA Health Sciences (NZ) Corp 2,700,000 2,700,000 1 100% 10,000 10,000   100% USANA Canada Co. 100 100 2 100% 10,000 10,000   100% Mercadontecnia Nutricional SA de RL de CV 2 2   100% USANA Health Sciences India Private Limited 10,000 10,000   100% USANA Mexico, SA de CV 500 500 1 100% USANA Asia Holding Pte. Ltd. 7,791,128 7,791,128 3 100% USANA Hong Kong Limited 6,990,500 6,990,500 7 100% USANA Health Sciences Singapore Pte Ltd 2, 1,250,000, 2440,000 100% USANA Health Sciences Japan, LLC 170 170 001 100% 1,000 1,000   100% UHS Essential Health Philippines Branch 200 200 1 100% USANA Acquisition Corp. 1,000 1,000 2 100% USANA Sensé Company, Inc USANA Acquisition Corp. 1,000 1,000   100% 10,000 10,000   100% USANA Argentina Holdings Inc. 20,000 20,000   100% USANA Health Sciences Chile Spa 100 100   100% USANA Health Sciences Peru SRL 100 100   100% USANA Australia PTY Ltd 2,000,000 2,000,000   100% USANA Health Sciences Korea Ltd 500 500   100% PT. USANA Health Sciences Indonesia 20,000 20,000 2 100% 3,499,998; 1,500,000; 2 3,499,998; 1,500,000; 2 00004; 006; 007 100% USANA Health Sciences (Thailand) Ltd 299,999 299,999   100% USANA Health Sciences (France) SAS 750,000 750,000   100% USANA Health Sciences France - Sede Secondaria 0     100% USANA Health Sciences (Colombia) SAS 20,002 20,002   100% USANA Europe GmbH 25,000 25,000   100% Taiwan Company 100 100   100% Loan Parties Exact Legal Name of Loan Party: Previous Legal Names within the 4 months prior to the Closing Date: N/A Jurisdiction of Organization/Incorporation: Utah Type of Organization: Corporation Jurisdictions where Qualified to do Business: In any market USANA is operating or plans to operate 3838 Parkway Blvd. 3838 Parkway Blvd U.S. Federal Taxpayer Identification Number, or Unique Identification Number (as applicable) 87-0500306 Organizational Identification Number (if any): (UT) 1175041-0142 Public company traded on NYSE under ticker symbol - usna Industry or Nature of Business: Corporate head for USANA’s global business. Manufactures and sells vitamin and nutrition supplements. N/A Delaware Type of Organization: Holding Company – Corporation U.S. and China 3838 Parkway Blvd 3838 Parkway Blvd applicable) 94-3326473 (DE) 3027415 Owned by USANA Health Sciences, Inc. Holding company for USANA N/A Delaware Type of Organization: Holding Company – Corporation U.S. and China 3838 Parkway Blvd 3838 Parkway Blvd applicable) 20-2468767 (DE) 3936547 Holding company for USANA N/A Delaware Type of Organization: Holding company – Corporation U.S. and New Zealand 3838 Parkway Blvd 3838 Parkway Blvd applicable) 81-0548459 (DE) 3517375 Holding company for USANA N/A Delaware Type of Organization: Holding company – Corporation U.S. and Canada 3838 Parkway Blvd 3838 Parkway Blvd applicable) 87-0623617 (DE) 2974739 Holding Corporation N/A Delaware Type of Organization: Holding Company – Corporation 3838 Parkway Blvd 3838 Parkway Blvd applicable) 87-0635931 (DE) 3069865 Holding company N/A Utah Type of Organization: Holding Company - Corporation U.S. and Philippines 3838 Parkway Blvd 3838 Parkway Blvd applicable) 26-2817836 (UT) 7012085-0142 Holding Company USANA Acquisition Corp. N/A Utah Type of Organization: Holding Company – Corporation 3838 Parkway Blvd 3838 Parkway Blvd applicable) 20-0061341 (UT) 5087534-0142 Holding Company N/A Utah Type of Organization: Holding Company – Corporation U.S. 3838 Parkway Blvd 3838 Parkway Blvd applicable) 20-0707799 (UT) 5575741-0142 Holding company N/A Utah Type of Organization: Manufacturer U.S. 3838 Parkway Blvd 3838 Parkway Blvd applicable) 87-0641846 (UT) 1469444-0142 Manufacture USANA’s skin care line SCHEDULE 5.21(f) Pledged Equity Interests (pledged via certificate) Issuer Owner Number of Shares Pledged Class/Nature   Borrower 1,000 1,000 1,000 2 100% Non-Voting Borrower 1,000 1,000 1,000 01 100% Non-Voting Borrower 2,300 700 2,300 700 2,300 700 2 3 100% Non-Voting Borrower 1,000 1,000 1,000 000001 100% Non-Voting Borrower 74 74 74 01 100% Non-Voting USANA Australia Pty Ltd  ACN: 077 828 230, incorporated in Victoria on 25/03/1997 under the Corporations Law Borrower 1,759,262 1,759,262 1,759,262 3 100% Non-Voting SCHEDULE 7.01 Existing Liens Secured Party   Filing Date Type Filing # Collateral   06/30/2004 UCC-1- Initial Financing Statement 247875200439 Collateral described in the Existing Credit Agreement.   UCC-3 - Continuation 247875200439-2 01/09/2014 247875200439-3 01/04/2019 247875200439-4   502163201624 Equipment lease.   SCHEDULE 7.02 Existing Indebtedness None. SCHEDULE 7.03 Existing Investments None. Certain Addresses for Notices Borrower:   3838 Parkway Blvd Attn: Gary Wells, Corporate Treasurer, CTP Phone: (801) 954-7938 Email: Gary.Wells@usanainc.com Fax Number: (801) 954-7935 Website Address: www.usana.com     Durham Jones & Pinegar P.C. 111 S. Main Street, Suite 2400 Phone: 801.415.3000 Email: kpinegar@djplaw.com Fax Number: 801.415.3500 Website Address: www.djplaw.com   Administrative Agent:   For payments   Incoming Wire Instructions for LIQ loan: To: Bank of America, N.A ABA: 026009593 ATTN: BLSF&O OPERATIONS ACCOUNT#: 1365840632100 Bank to Bank Instructions: LOAN WIRE ACCOUNT BNF: name on loan and loan account number USANA HEALTH SCIENCES INC – cust #119069   (Include special instructions such as if funds are for a Principal and or interest payment)   For Requests for Credit Extensions   5370 Kietzke Lane 2nd Floor Reno, NV 89511 Attn: Donald Schulke Phone:775-325-9012 Email:  donald.d.schulke@bofa.com   5370 Kietzke Lane 2nd Floor Reno, NV 89511 Attn:  Donald Schulke         5370 Kietzke Lane 2nd Floor Reno, NV 89511 Attn: Donald Schulke     Swingline Lender:   5370 Kietzke Lane 2nd Floor Reno, NV 89511 Attn: Donald Schulke Lender Revolving Commitment Applicable  Percentage (Revolving Loans) $75,000,000 100% Total: $75,000,000 100% Existing Letters of Credit None. SCHEDULE 2.02 Initial Letter of Credit Commitments Lender Letter of Credit Commitment Applicable  Percentage (Revolving Loans) $10,000,000 100% Total: $10,000,000 100% SCHEDULE 2.04 Initial Swingline Commitments Lender Swingline Commitment Applicable  Percentage (Revolving Loans) $5,000,000 100% Total: $5,000,000 100% [ex146p1.jpg] [ex146p2.jpg] [ex146p3.jpg] [ex146p4.jpg] [ex146p5.jpg] [ex146p6.jpg] [ex146p7.jpg] EXHIBIT B . [Form of] Assignment and Assumption Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of Administrative Agent as contemplated below (a) all of [the Assignor's][the [Letters of Credit and the  Swingline Loans] included in such facilities) and  connection with the Credit Agreement, any other Loan Documents or the loan [the][any] Assignee pursuant to clauses (a) and .(Q) above being referred to herein collectively as [the][an] "Ass i gned Interest"). Each such sale and  1.  _________________________________      _________________________________  2. Assignee[s):  _________________________________      _________________________________   3. Borrower: USANA HEALTH SCIENCES, INC., a Utah corporation 4. under the Credit Agreement 5. Credit Agreement:          Credit Agreement, dated as of [                    , as Administrative Agent, L/C Issuer, and Swingline Lender 6. Assigned Interest:         Assignor[s]         Assignee[s]       Facility Assigned for all Lenders           CUSIP Number       $ $ %         $ $ %         $     $ %   [7.       Trade Date:   _________________] Effective Date: ______________, 20_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WIIlCH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]   ASSIGNOR By:     Name:     Title:             ASSIGNOR By:     Name:     Title:             Accepted:       Administrative Agent             By:     Name:     Title:           ANNEX 1TO ASSIGNMENT AND ASSUMPTION Standard Terms and Conditions for Assignment and Assum ption has full power and authority, and has taken all action necessary, to excute and the Effective Date. fax transmission or other electronic mail transmission (e.g. "pdf' or "tif ') EXHIBIT C [Form of] Compliance Certificate   Financial Statement Date: [_________________],[___________] RE: Credit Agreement, dated as of August 25, 2020, by and among USANA HEALTH SCIENCES, INC., a Utah corporation  (the "Borrower," the Guarantors, the Lenders time to time, the "Credit Agreemen t"; capitalized terms used herein and not and that: [Usefollowing paragraph 1for fiscal year-end financial statements] [Usefollowing paragraph 1for fiscal quarter-end financial statements] Section 6.0l(b) of the Credit Agreement for the fiscal quarter of the Borrower present the financial condition, results of operations, shareholders' equity and financial statements. Documents, and /-or-/ Certificate, the representations and warranties contained in clauses (a) and (b) Section 6.01 of the Credit Agreement, including the statements inconnection with which this Compliance Certificate is delivered.• fax transmission or other electronic mail transmission (e.g. "pdf ' or ''tif ') Certificate.   USANA HEALTH SCIENCES, INC.,     a Utah corporation           By:     Name:     Title:             [ex161.jpg] EXHIBIT D [Form of] Joinder Agreement THIS JOINDER AGREEMENT (this "Agreement"), dated as of [                  ], L    ], is by and among , a (the "Subsidiary Guarantor"), USANA HEALTH SCIENCES, INC., a Utah corporation (the "Borrower"), and Bank of America, N.A., in its capacity as administrative agent (in such capacity, the "Administrative Agent") under that certain Credit Agreement, dated as of August 25, 2020  (as amended, "Cred it Agreement"), by and among the Borrower, the Guarantors, the Lenders and the Administrative Agent. Capitalized terms used herein but not otherwise Subsidiary  Guarantor to become a "Guarantor" thereunder. party to and a "Guarantor" under the Credit Agreement and shall have all of the Credit Agreement. Loan Document and Collateral Document and the schedules and exhibits thereto. The information on the schedules to the Credit Agreement and the Collateral Documents are hereby supplemented (to the extent permitted under the Credit Agreement or Collateral Documents) to reflect the information shown on the attached Schedule A. Subsidiary Guarantor becoming a Guarantor the term "Obligations," as used in the a signature page of this Agreement by fax transmission or other electronic mail transmission (e.g. "pdf ' or "tif ') shall be effective as delivery of a accordance with the laws of the State of New York. The terms of Sections 11.14 and 11.15 of the Credit Agreement are incorporated herein by reference, mutatis above written. SUBSIDIARY GUARANTOR: [SUBSIDIARY GUARANTOR]     a [Utah] corporation           By:       Name:     Title:           Borrower: USANA HEALTH SCIENCES, INC.,     a [Utah] corporation             By:       Name:     Title:             as Administrative Agent             By:       Name:     Title:           Schedule A EXHIBIT E [Form of] Loan Notice  TO:      RE: Credit Agreement, dated as of August 25, 2020, by and among USANA HEALTH SCIENCES, INC., a Utah corporation (the "Borrower"), the Guarantors, the supplemented from time to time, the "Cred it Agreement"; capitalized terms used Agreement)      DATE:  [Date]      EFFECTIVE DATE:  [Date1          The undersigned hereby requests the following2 : [chart162.jpg] 1 Note to Borrowe  All requests submitted under a single Loan Notice must be effective on the same date. Ifmultiple effective dates are needed, multiple Loan Notices will need to be prepared and signed. for a part icular facility, fill out  a new row for each borrowing/conversion and/or continuation . By:     Name:     Title:            EXHIBIT F    [Form ofj  Revolving Note    [_______________] [______] FOR VALUE RECEIVED, the undersigned  (the "Borrower"), hereby promises to pay to [---------]' or its registered assigns (the "Lender"), in accordance with the Borrower under that certain Credit Agreement, dated as of August 25, 2020 (as time to time, the "Credit Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Guarantors, the Lenders from L/C Issuer and Swingline Lender. in Dollars in immediately available funds at the Administrative Agent's Office. Ifany amount is not paid in full when due hereunder, such unpaid amount shall by fax transmission or other electronic mail transmission (e.g. "pdf'' or "tif ') shall be effective as delivery of a manually executed counterpart of this Revolving Note. By:     Name:     Title:            EXHIBIT G    [Form of]  Secured Party Designation Notice  TO:      RE: SCIENCES, INC., a Utah corporation (the "Borrower" the Guarantors, the Lenders   [Name of Cash Management Bank/Hedge Bank] (the "Secured Party") hereby notifies                   By:     Name:     Title:            EXHIBIT H    [Form of]  Solvency Certificate  TO:      RE: Loan Parties. The undersigned certifies that [he][she] has made such investigation and providing this Certificate.The undersigned acknowledges that the Administrative debts or liabilities beyond such Person's individual or consolidated ability to to engage in business or a transaction, for which such Loan Party's property Certificate. [REMAINDR OF PAGE INTENTIONALLY LEFT BLANK] By:     Name:     Title:            EXHIBIT I    [Form of]  Swingline Loan Notice  TO:  Bank of America, N.A., as Administrative Agent and Swingline Lender      RE:  1.    On [____________] .(the "Credit Extension Date")        2.    In the amount of $ [_______________] Date. By:     Name:     Title:            EXHIBIT J    [Form of]  Officer's Certificate    Check for distribution to PUBLIC and Private side Lenders'  TO:      RE: The undersigned Responsible Officer of [LOAN PARTY] (the "Company") hereby certifies as follows: l .    Attached hereto as Exhibit A is a true and complete copy of the [articles the state of [incorporation] [organization] of the Company. . Company on [,        [       ]. Such resolutions have not in any way been state of [incorporation] [organization] of the Company [and each other state in expected to have a Material Adverse Effect]. hereof, and (a) the signatures appearing opposite the names of the officers below are their true and genuine signatures, (b) the email address appearing _______________________________ I  fthis is not checked, this certificate will only be posted to Private side Lenders. opposite the names of the officers below is their true and correct email address, and (c) each of such officers is duly authorized to execute and deliver, on behalf of the Company, the Credit Agreement, the Notes and the other Loan Documents to be issued pursuant thereto:    Name  Office  Signature  Email Address                     Certificate. [chart177.jpg] EXHIBIT K-1 [Form ofJ Reference is hereby made to the Credit Agreement, dated as of August 25, 2020, by and among USANA HEALTH SCIENCES, INC., a Utah corporation (the "Borrower"), replaced, or supplemented from time to time, the "Credit Agreement"). Pursuant and the Administrative Agent, and (b) the undersigned shall have at all times preceding such payments.       By:   Name:   Title:         Date: [_________________], [___________] EXIDBIT K-2 [Form of]       By:   Name:   Title:         EXHIBIT K-3 [Form of]       By:   Name:   Title:         EXHIBIT K-4 [Form of] .  For U.S. Federal Income Tax Purposes) of Section 87l(h)(3)(B) of the Code and (e) none of its direct or indirect Form W-8BEN or (b) an IRS Form W-81MY accompanied by an IRS Form W-8BEN from       By:   Name:   Title:         EXHIBIT L [Form of] Financial Condition Certificate  TO: HEALTH SCIENCES, INC., a Utah corporation (the ''Borrower"), the Guarantors, the Agreement)      DATE:  [Date] Date or (ii) that purports to affect any Loan Party or any of its Subsidiaries, or any transaction contemplated by the Loan Documents, which action, suit, (b)    Immediately after g1vmg effect to the Credit Agreement, the other Loan other Loan Documents are true and correct, and (iii) the Loan Parties are in pro Section 6.12 of the Credit Agreement, as demonstrated by the financial covenant calculations set forth on Schedule A attached hereto, as of the last day of the fiscal quarter ending at least twenty (20) days preceding the Closing Date. the Closing Date, each of the conditions precedent in Section 4.01 have been satisfied. fax transmission or other electronic mail transmission (e.g. "pdf'' or "tif'') Certificate. By:     Name:     Title:           Schedule A Financial Covenant Calculations EXHIBIT M [Form ofj  TO: Insurance Agent Grantor: [Insert Applicable Loan Party Name]  (the "Grantor")   Administrative Agent: Parties, I.S.A.O.A., A.T.I.M.A. • (the "Administrative Agent") Attn: MAC Legal Collateral Administration Mail Code CA4-702-02-25 2001 Clayton Road, 2nct Floor Concord, CA 94520       Policy Number: [Insert Applicable Policy Number]       Insurance Company/Agent: [Insert Applicable Insurance Company/Agent] (the "Insurance Agent")         Insurance Company Address: [Insert Insurance Company's Address] :        Insurance Company Telephone No. [Insert Insurance Company's Telephone No.]          Insurance Company Fax No.:  [Insert Insurance Company's Fax No.]              The Grantor hereby authorizes the Insurance. Agent to send evidence of all insurance to the Administrative Agent, as may be requested by the Administrative Agent, together with requested insurance policies, certificates of insurance, declarations and endorsements. Certificate. • LS.AO.A stands for "its successors and/or assigns." AT.l.M.A stands for "as their interest may appear." [GRANTOR NAME],     a [Utah] [Delaware] corporation           By:     Name:     Title:           EXHIBIT N [Form of] Notice of Loan Prepayment  TO:      RE: redit Agreement, dated as of August 25, 2020, by and among USANA HEALTH The Borrower hereby notifies the Administrative Agent that on [ ____]1 pursuant to the terms of Section 2.05 (Prepayments) of the Credit Agreement, the Borrower below2: Indicate: Requeted Amount Indicate: Eurodollar  Floating Rate Loans Rate Loan or  Eurodollar Fixed Rate Loan  For Eurodollar Fixed Rate Loans Rate Indicate:  Interest Period (e.g. 1 week, 1, or    3 or 6 month interest period)                   _______________________________________ 2 Note to Borrower. Scheduled payments and advances should only be processed by auto debit, wire or to BAC's ACH account (!!!!! check or cashier's check). Unscheduled payments should only be received by wire or DDA transfers (not ACH or check or cashier's check). By:     Name:     Title:          

Title: If two intoxicated people have sex, what happens? Question:If I attended a party and ended up blackout drunk, meaning I could not consent to sex, what happens if it turns out that the guy was also blackout drunk, meaning he could not consent to sex either. Is it a matter of who files a report first? Would it get thrown out if he filed a report as well? Technically speaking, since neither of us were consenting parties, we sexually assaulted each other. Answer #1: An intoxicated baby? Isn't that how it works?

Security Benefit Advisor VariableAnnuity Issued by: Security Benefit Life Insurance Company One Security Benefit Place Topeka, Kansas 66636-0001 Supplement Dated October 15, 2013, To the Current Prospectus Effective October30, 2013, the Guggenheim U.S. Long Short Momentum underlying fund (the “Fund”) is changing its name to Guggenheim Long Short Equity. The corresponding Subaccount will also change its name accordingly. All references to the former name in the current Prospectus is hereby changed to reflect the new name effective October30, 2013. Please Retain This Supplement For Future Reference

Title: [CA] Landlord refused my rent payment three times, I'm now being evicted for nonpayment! Question:I signed a one-year lease on an apartment -- I've been there 8 months. I was a day late with my Sept rent and received a 3-day-notice. I paid the rent by personal check and put it into the box. I ran into the manager the next day, and she gave me back my check, along with a invoice for $700 for a bunch of other charges: building utilities and a late fee for them. She also tells me it needs to be a cashier's check because it's late. OK, fine. I get a cashier check for the $700 and include the original personal check for the rent (I always paid with personal checks). Again, she returned my payments, saying she needed ONE check for the FULL amount, and it needed to be a cashier check. Well, I pleaded with her to please accept the payment, as I was going out of town to my grandfather's funeral. She said, OK... let me check with my boss. A week went by, no calls, no emails. All my attempts to contact her (every day I emailed her about the rent) were unanswered. I got back into town and went to her in person, she said her boss said no, and that she does need the ONE check. I got the check, brought it to her tomorrow, she said, "Sorry I can't accept that, we have started the process of evicting you for non-payment" I got the eviction notice last night. Is this legal!? TL;DR I tried to pay my rent, they refused payment three times, now are serving me with eviction papers over non-payment. Answer #1: GO TO COURT. DO NOT MISS THIS HEARING. Be prepared to pay the full amount owed while in court. If you show the judge that you attempted to pay in good faith, and that you have been reserving the money to do so, the judge may dismiss the case if you present payment right then and there.Answer #2: Go to the hearing with the money and the judge will probably stop the eviction, but your landlords are sort of assholes, it seems like way more trouble to evict you than to bend an inch on having one check versus two even if there is some specification about a cashier's check or money order being used to pay late rent.Answer #3: Not sure about your lease in specifics, but most of them have some provision that if you are late, all future payment has to be more liquid (cashiers check, money order, etc.). If it's specified in the lease and you didn't comply with it, then the landlord is within their rights to refuse payment. Answer #4: $700 for building utilities? That's insane!Answer #5: Does your lease say anything about payment methods?Answer #6: Why didn't you get a cashier's check for the $700 plus rent the first time? You would have saved yourself a lot of hassle complying with the terms of the lease had you done it correctly the first time. You were already at the bank getting a cashiers check after all. Answer #7: &gt;along with a invoice for $700 for a bunch of other charges: building utilities and a late fee for them. Were you behind on utilities too? Is this for one month? Or were you a couple months behind? If so, that might explain why they're working so hard to get you out.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Form 10 General Form for Registration of Securities of Small Business Issuers under Section 12(b) or (g) of the Securities Exchange Act of 1934 NewEra Technology Development Co., Ltd. (Exact Name of Small Business Issuer in its Charter) Nevada 46-0522277 (State of Incorporation) (Primary Standard Classification Code) (IRS Employer ID No.) 25-1303 Dongjin City Suite East Dongshan Rd., Huaina, Anhui Province P.R.C. 232001 (Address of Registrant's Principal Executive Offices) (Zip Code) Zengxing Chen 25-1303 Dongjin City Suite East Dongshan Rd., Huainan, Anhui Province

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 2009 FILE NO. 333- 161522 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MIDAS MEDICI GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 37-1532843 (State or jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 445 Park Avenue, 20th Flr.

Exhibit 12 , 2012 Panorama Series Fund, Inc. - Growth Portfolio Oppenheimer Variable Account Funds - Oppenheimer Main Street Fund/VA 6803 South Tucson Way Centennial, CO80112 Re: Reorganization of Panorama Series Fund, Inc. - Growth Portfolio into Oppenheimer Variable Account Funds - Oppenheimer Main Street Funds/VA Ladies and Gentlemen: You have requested our opinion as to certain federal income tax consequences of the reorganization (the “Reorganization”) pursuant to an Agreement and Plan of Reorganization dated as of , 2012 (the “Agreement”) by and between Growth Portfolio, a series of Panorama Series Fund, Inc., a Maryland Corporation (“Acquired Fund”), and Oppenheimer Main Street Fund/VA, a series of Oppenheimer Variable Account Funds, a Massachusetts business trust (“Acquiring Fund”).1In the Reorganization, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for [Non-Service] Shares of Acquiring Fund (“Acquiring Fund Shares”) and the assumption by Acquiring Fund of certain liabilities of Acquired Fund, followed by the Acquired Fund’s distribution of those shares pro rata to its shareholders of record in liquidation of Acquired Fund. In rendering this opinion, we have examined (1)the Agreement, (2)the Combined Prospectus and Proxy Statement filed with the Securities and Exchange Commission on February , 2012 regarding the Reorganization (“Proxy”) that was furnished to Shareholders, and (3)other documents we have deemed necessary or appropriate for the purposes hereof (collectively, “Documents”).We have assumed, for purposes hereof, the accuracy and completeness of the information contained in all the Documents.As to various matters of fact material to this opinion, we have relied, exclusively and without independent verification (with your permission), on the representations and warranties set forth in the Agreement and on the statements and representations of officers and other representatives of Acquired Fund and Acquiring Fund (collectively, “Representations”).We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is, and at the Closing Date (as defined in the Agreement) will be, correct without such qualification.We have also assumed that as to all matters for which a person or entity has represented that such person or entity is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is no such plan, intention, understanding, or agreement.Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganization. OPINION Based solely on the facts and representations set forth in the reviewed documents and the Representations of officers of the Funds, and conditioned on (i) those representations’ being true on the Closing Date of the Reorganization and (ii) the Reorganization’s being consummated in accordance with the Agreement (without the waiver or modification of any terms or conditions thereof), our opinion with respect to the federal income tax consequences of the Reorganization is as follows. 1.The Reorganization will be a reorganization under section 368(a)(1)(C) of the Code, and Acquired Fund and Acquiring Fund will each be a party to a reorganization under section 368(b) of the Code. 2.No gain or loss will be recognized by Acquired Fund upon the transfer of substantially all of its assets to, and the assumption of certain of its liabilities by, Acquiring Fund in exchange solely for the Acquiring Fund Shares, followed by the distribution of those Acquiring Fund Shares to Acquired Fund’s shareholders in liquidation of Acquired Fund. 3.No gain or loss will be recognized by Acquiring Fund on the receipt of Acquired Fund's assets in exchange solely for the Acquiring Fund Shares and the assumption of certain of the liabilities of Acquired Fund. 4.The basis of Acquired Fund's assets in the hands of Acquiring Fund will be the same as the basis of such assets in Acquired Fund's hands immediately prior to the Reorganization. 5.Acquiring Fund's holding period in the assets received from Acquired Fund will include Acquired Fund's holding period in such assets (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an asset’s holding period). 6.Acquired Fund’s shareholders will recognize no gain or loss on the exchange of their shares of beneficial interest in Acquired Fund (“Acquired Fund Shares”) for Acquiring Fund Shares in the Reorganization. 7.Acquired Fund’s shareholders’ aggregate basis in the Acquiring Fund Shares received by them will be the same as their aggregate basis in the Acquired Fund Shares surrendered in exchange therefor. 8.The holding period of the Acquiring Fund Shares received by Acquired Fund’s shareholders will include the holding period of the Acquired Fund Shares surrendered in exchange therefor, provided those Acquired Fund Shares were held as capital assets on the date of the Reorganization. No opinion will be expressed as to the effect of the Reorganization on (i) Acquired Fund or Acquiring Fund with respect to any asset as to which any unrealized gain or loss is required to be recognized for U.S. federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting or (ii) any Acquired Fund or Acquiring Fund shareholder that is required to recognize unrealized gains and losses for U.S. federal income tax purposes under a mark-to-market system of accounting. Our opinion is based on, and is conditioned on the continued applicability of, the provisions of the Code and the Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service (“Service”) in existence on the date hereof.All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification.Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the Service or any court.Moreover, our opinion does not provide any assurance that a position taken in reliance thereon will not be challenged by the Service, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect. Our opinion addresses only the specific federal income tax consequences of the Reorganization set forth above and does not address any other federal, or any state, local, or foreign tax consequences of the Reorganization or any other action (including any taken in connection therewith).Our opinion also applies only if each Fund is solvent, and we express no opinion about the tax treatment of the transactions described herein if either Fund is insolvent.Finally, our opinion is solely for the addressees’ information and use and may not be relied on for any purpose by any other person without our express written consent, except that our opinion may be disclosed to any Fund Shareholders and they may rely on it as if they were addressees of this opinion, it being understood that we are not establishing any lawyer-client relationship with any Fund Shareholders. Very truly yours, 1Each of Acquired Fund and Acquiring Fund is sometimes referred to herein as a “Fund.” The term “Shareholders” refers to holders of beneficial interest in Acquired Fund or common stock in Acquiring Fund, as the case may be.All “section” references are to the Internal Revenue Code of 1986, as amended (“Code”), unless otherwise noted.

Exhibit 99.1350CERT Certification Pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 Pursuant to 18 U.S.C. § 1350, the undersigned officer of The Massachusetts Health & Education Tax-Exempt Trust (the “Registrant”), hereby certifies, to the best of his knowledge, that the Registrant’s Report on Form N-CSR for the period ended August 31, 2011 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: November 4, 2011 /S/ John M. Perlowski John M. Perlowski Chief Executive Officer (principal executive officer) of The Massachusetts Health & Education Tax-Exempt Trust Pursuant to 18 U.S.C. § 1350, the undersigned officer of The Massachusetts Health & Education Tax-Exempt Trust (the “Registrant”), hereby certifies, to the best of his knowledge, that the Registrant’s Report on Form N-CSR for the period ended August 31, 2011 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: November 4, 2011 /S/ Neal J. Andrews Neal J. Andrews Chief Financial Officer (principal financial officer) of The Massachusetts Health & Education Tax-Exempt Trust This certification is being furnished pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. Section 1350 and is not being filed as part of the Form N-CSR with the Securities and Exchange Commission .

Ex. 10.2 CITRUS EXTRACTS, LLC   ASSIGNMENT AND ASSUMPTION AGREEMENT   This Assignment and Assumption Agreement (this “Assignment and Assumption Agreement”) is made and entered into as of June 29, 2015, by and between Citrus Extracts, Inc. (“CEI”), Acacia Diversified Holdings, Inc. (“ADH” and, collectively with CEI, “Assignor”) and Citrus Extracts II, LLC (“CEL” or   WHEREAS, Assignee, Assignor and certain other parties named therein have entered into that certain Asset Purchase Agreement dated as of the date hereof (the “Purchase Agreement”), pursuant to which Assignee has purchased certain assets of Assignor used in connection with the business of acquiring and processing citrus peel and milling citrus ingredient products; and   certain obligations of Assignor, as set forth herein, and this Assignment and Assumption Agreement is contemplated by the Purchase Agreement;       2. Assignment and Assumption. Assignor hereby assigns, sells, transfers and sets over (collectively, the “Assignment”) to Assignee all of Assignor’s right, title, benefit, privileges and interest in and to the Purchased Assets (including, without limitation, the Assigned Contracts and, to the extent assignable, the Assigned Permits), except those CETS Assets, CETS Contracts and CETS Permits transferred to Citrus Extracts Transport Services, LLC under the Purchase Agreement, and all of Assignor’s burdens, obligations and liabilities in connection with, each of the CEL Assumed Liabilities allocated to Assignor under Section 1.03 of the Purchase Agreement. Assignee hereby accepts the obligations, terms, provisions and covenants, and to pay and discharge when due all of the obligations of Assignor to be observed, performed, paid or discharged from and after the Closing, in connection with such CEL Assumed Liabilities. Assignee assumes no Excluded Liabilities, and the parties agree that all such   including but not limited to Assignor’s and Assignee’s representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities and Purchased Assets, are incorporated herein by this reference. Assignor and Assignee acknowledge and agree that the representations,   Agreement.   5. Governing Law. This Assignment and Assumption Agreement will be governed by and construed under the laws of the State of Florida without regard to law.   6. Execution of Agreement. This Assignment and Assumption Agreement may be but all of which together will constitute one and the same agreement. The parties may deliver an executed copy of this Assignment and Assumption Agreement or any other document contemplated by this Assignment and Assumption Agreement by facsimile or other electronic transmission to the other parties, and such signed copy of this Assignment and Assumption Agreement or such other document.             ASSIGNOR:   Citrus Extracts, Inc.   By: _____/s/ Steven L. Sample__________   Name: Steven L. Sample         By: ____/s/ Steven L. Sample___________         ASSIGNEE:   Citrus Extracts II, LLC   By: ___/s/ Alan Koch_________________   Name: Alan Koch    

  Exhibit 10.1 ADVISORY SERVICES AGREEMENT           THIS ADVISORY SERVICES AGREEMENT (the “Agreement”) is made and entered into as of the 17th day of February, 2006 (the “Effective Date”), by and between HELMERICH & PAYNE, INC. (the “Company”) and George S. Dotson (“Dotson”).           WHEREAS, Dotson possesses extensive expertise and experience in the area of oil and gas contract drilling;           WHEREAS, Dotson has agreed to provide certain advisory services to the Company and to receive payment therefor pursuant to this Agreement.           1. Term. The term of this Agreement shall be March 1, 2006 to February 28, 2007 (the “Term”) unless terminated earlier as provided herein.           2. Services. During the Term of this Agreement, Dotson shall provide advice and expertise with respect to special projects that are identified by the Chief Executive Officer of the Company. Specifically, Dotson shall provide management and customer relations training to selected officers of the Company. Dotson shall also assist the Company with development of international markets and identifying future business development opportunities. Dotson shall work with the Chief Executive Officer in developing and implementing a Cost Analysis and Management Information Scorecard. It is anticipated that Dotson will provide approximately 70 hours of services to the Company per month. Dotson shall not be prevented from engaging in other consulting projects or endeavors which are not in direct conflict with the business of the Company or its subsidiaries or his           3. Fee.               (a) In consideration for the performance of the services described in Section 2 hereof, during the Term, Dotson shall be paid a monthly fee of $25,000, payable at the end of each month.               (b) Expenses. Dotson shall be entitled to receive reimbursement for all reasonable business and travel expenses incurred for the benefit of the Company (including business class travel for international air flights), all under and in accordance with the policies, practices and procedures of the Company as approved and interpreted by the Chief Executive Officer of the Company.               4. Independent Contractor. Dotson is retained by the Company as an independent contractor and not as an “agent” or “employee” of the Company. During the Term of this Agreement, Dotson shall hold himself out as an Accordingly, the Company will not provide nor will it be responsible to pay for, wages or benefits to Dotson. Further, Dotson shall be responsible for withholding of applicable federal and state income tax and such other insurance and payroll deductions as required by law. Dotson is responsible, where necessary, to secure at his sole cost, worker’s compensation insurance, disability benefits or any other insurance as may be required by law.           5. Indemnity. The Company shall indemnify and hold harmless Dotson against and in respect of any and all damages, claims, losses, expenses, costs, obligations and liabilities (including reasonable attorney’s fees) incident to any suit, action, investigation, claim or proceeding which Dotson may incur or may suffer as a direct result of providing services pursuant to this Agreement; provided, that the foregoing indemnification shall not include or apply to any loss or liability arising out of any act or omission of Dotson which resulted from his fraud, gross negligence or willful misconduct or breach or default under this Agreement.           6. Compliance with Applicable Laws. During the Term of this Agreement, Dotson will comply with all applicable laws, rules and regulations with regard to his performance of services hereunder.           7. Termination.               (a) Expiration. This Agreement shall terminate upon the expiration of the Term as provided in Section 1.               (b) Early Termination. Either party can terminate this Agreement at any time for any reason upon 60 days prior written notice to the other party.               (c) Death or Disability. This Agreement will immediately terminate upon the death or disability of Dotson.           8. Obligations of Company Upon Termination. If this Agreement is terminated as provided in Section 7 above, then this Agreement shall terminate without further obligation to Dotson, other than those obligations accrued or earned by Dotson as of the date of termination. In the event of termination, Dotson shall return all property of Company within thirty (30) days of termination.           9. Confidentiality. All information received by Dotson regarding the Company including its business, operations, trade secrets or assets shall be confidential and shall not be disclosed to any third party except as specifically required for Dotson to perform his services under this Agreement.           10. Successors and Binding Effect.               (a) Assignment. This Agreement shall not be assignable by either 2   representatives, executors, administrators, successors, heirs, assigns,           11. Miscellaneous.               (a) Construction. This Agreement is intended to be interpreted and respective heirs, successors, assigns or the legal representatives as the case may be. registered or certified mail, return receipt requested, postage prepaid. Notices and communications shall be effective when actually received by the addressee unless otherwise specifically provided in this Agreement.               (f) No Waiver. The failure of either party to insist upon strict understanding of the Company and Dotson with respect to the subject matter hereof.               By:                       Hans Helmerich, President & CEO                       GEORGE S. DOTSON 3

Exhibit 10.5 Borrower: RGC Midstream, LLC Account Number: 9532952317 BB&T Note Number: 3 Address: 519 Kimball Avenue NE Roanoke , Virginia   Roanoke, VA 24016-2131 PROMISSORY NOTE Date: June 13, 2019 RGC MIDSTREAM, LLC (the “Borrower”), (whether one or more) HEREBY REPRESENTS THAT THE LOAN EVIDENCED HEREBY IS BEING OBTAINED FOR BUSINESS/COMMERCIAL OR AGRICULTURAL PURPOSES AND NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES. For value received, the Borrower, jointly and severally if more than one, promises to pay to BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation (the "Bank"), or order, at any of Bank's offices in the above referenced city (or such other place or places that may be hereafter designated by Bank), the sum of TEN MILLION Dollars ($10,000,000), together with interest on the outstanding balance thereof at the rate or rates provided below, in immediately available currency of the United States of America. Addendum attached to this Promissory Note (“Note”). ¨ Fixed rate of % per annum. ¨ Variable rate of the Bank's Prime Rate plus % per annum to be adjusted as the Bank's Prime Rate changes. If checked here, the interest rate will not exceed a(n) fixed average maximum rate of % or a floating maximum rate of the greater of % or the Bank's Prime Rate; and the interest rate will not decrease below a when the Note is repaid in full by Borrower annually beginning on . ¨ Fixed rate of % per annum through which automatically converts on to a variable rate equal to the Bank's Prime Rate plus % per annum which shall be adjusted as such Prime Rate changes. ý The Adjusted LIBOR Rate, as defined on the attached Addendum to Promissory Note. ¨ due in full at maturity on ¨ Principal plus accrued interest     ý Payable in consecutive 24 installments of ý Principal      } commencing on July 1, 2022. ¨Principal and Interest and continued on the same day of each month thereafter in the amounts set forth on Schedule A attached hereto, with one final payment of all remaining principal and accrued interest due on June 1, 2024. ¨ Accrued interest is payable monthly commencing on July 1, 2019 and continuing on remaining interest due on June 1, 2024. ¨ of this Note. Borrower understands the payment may increase if interest rates increase. ¨ Prior to an event of default, Borrower may borrow, repay, and reborrow hereunder pursuant to the terms of the Loan Agreement, hereinafter defined. ý Borrower hereby authorizes Bank to automatically draft from its demand, deposit, for account(s) at Bank or other bank. Borrower shall pay to Bank, or order, a late fee in the amount of four percent (4%) of any installment past due for fifteen (15) or more days. When any payments shall first be applied to the past due balance. In addition, Borrower shall pay to Bank a returned payment fee if the Borrower or any other obligor nonsufficient funds. any interest accruals shall exceed the original fixed payment amount and shall be further adjusted upward or downward to reflect changes in any variable amount below the original payment amount. Notwithstanding any other provision contained in this Agreement, in no event shall the provisions of this paragraph be applicable to any promissory note which requires disclosures pursuant to the Consumer Protection Act (Truth-In-Lending Act), 15 USC § 1601, et seq., as implemented by Regulation Z. This Note is executed and delivered by Borrower in connection with the following agreements (if any) between Borrower or other parties owning collateral and Bank: Deed(s) of Trust / Mortgage(s)/Security Deeds granted in favor of Bank as beneficiary / mortgagee: ¨    dated securing the maximum principal amount of $_________ granted by ________________________________________. ¨    dated securing the maximum principal amount of $________ granted by ________________________________________. Assignment of Leases and Rents made to Bank as assignee: ¨    dated granted by Security Agreement(s) conveying a security interest to Bank: ¨    dated given by ¨    dated given by   1472 VA NB    Page 1 of 5 ¨    Securities Account Pledge and Security Agreement dated , executed by . ¨    Control Agreement(s) dated , covering    ¨ Deposit Account(s)    ¨Investment Property ¨Letter of Credit Rights ¨Electronic Chattel Paper Attorney (for Certificated Certificates of Deposit) dated ,     executed by . ¨    Pledge and Security Agreement for Publicly Traded Certificated Securities dated , executed by . ý    Loan Agreement dated June 13, 2019, executed by ý Borrower and ý Guarantor(s). ¨     . Agreements and any other agreements by and between Borrower and Bank. No delay or omission on the part of Bank or other holder hereof in exercising future occasion. Each Borrower under this Note regardless of the time, order or collateral if at any time there be available to the holder collateral for this Note, and to the additions or releases of any other parties or persons primarily or secondarily liable herefor. An Event of Default (as defined in the Term Loan Agreement dated of even date herewith between Bank and Borrower) shall constitute an event of default hereunder. sum of the principal balance then outstanding at the variable rate equal to the Bank's Prime Rate plus 5% per annum ("Default Rate") until such principal and interest have been paid in full, provided that such rate shall not exceed at any time the highest rate of interest permitted by the laws of the Commonwealth of Virginia; and further provided that such rate shall apply after judgment. In addition, upon default, the Bank may pursue its full legal remedies under the Agreements and other remedies at law or equity, and the balance due hereunder may be charged against any obligation of the Bank to any party including any instruments. Borrower agrees that tender of its check or other payment remains obligated to make advances, the Borrower shall furnish annually an announced by the Bank from time to time and adopted as its Prime Rate at its executive offices in Winston-Salem, North Carolina. The Prime Rate is one of several rate indexes employed by the Bank when extending credit, and not necessarily the lowest rate. Any change in the interest rate resulting from a attorney for collection, the Borrower agrees to pay, in addition to principal, interest, and late fees, if any, all costs of collection, including but not limited to all reasonable attorneys' fees incurred by Bank. All obligations of the Borrower shall bind his heirs, executors, administrators, successors, and/or assigns. Use of the masculine pronoun herein shall include the feminine and the neuter, and also the plural. If more than one party shall execute this Note, the term "Borrower" as used herein shall mean all the parties signing this Note and hereunder. Wherever possible, each provision of this Note shall be interpreted remaining provisions of this Note. Each Borrower hereby waives all exemptions and homestead laws. The proceeds of the loan evidenced by this Note may be paid to any Borrower. substituted for this Note, or changes may be made in consideration of loan extensions, and the holder hereof, from time to time may waive or surrender, either in whole or in part any rights, guaranties, security interests or liens, given for the benefit of the holder in connection with the payment and the securing of payment of this Note; but no such occurrence shall in any manner affect, limit, modify, or otherwise impair any rights, guaranties or security of the holder hereof not specifically waived, released, or surrendered in writing, nor shall the Borrower or any obligor be released from liability by reason of the occurrence of any such event. The holder hereof, from time to time, shall have the unlimited right to release any person who might be liable hereon, and such release shall not affect or discharge the liability of any other person who is or might be liable hereon. No waivers and modifications shall be valid unless in writing and signed by Bank. The Bank may, at its option, charge any fees for the modification, renewal, extension, or amendment of any of the terms of this Note unless expressly prohibited by the law of Virginia. In case of a conflict between the terms of this Note and any Loan Agreement executed in connection the laws of Virginia. REQUIRED INFORMATION FOR A NEW LOAN: To help the government fight the funding of terrorism and money laundering activities, federal law requires Bank to obtain, verify and record information that identifies each person or entity obtaining a loan including the borrower's legal name, address, date of birth, driver's license, organizational documents or other identifying documents.  UNLESS EXPRESSLY PROHIBITED BY APPLICABLE LAW, THE BORROWER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY MATTERS OR CLAIMS ARISING OUT OF THIS NOTE OR ANY OF THE LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH OR OUT OF THE CONDUCT OF THE RELATIONSHIP BETWEEN THE BORROWER AND BANK. THIS PROVISION IS A MATERIAL INDUCEMENT FOR BANK TO MAKE THE LOAN AND ENTER INTO THIS AGREEMENT. FURTHER, THE BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF BANK, NOR BANK’S ENFORCE THIS WAIVER OR RIGHT TO JURY TRIAL PROVISION. NO REPRESENTATIVE OR AGENT THIS PROVISION. 1472 VA NB PROMISSORY NOTE SIGNATURE PAGE Borrower: RGC Midstream, LLC Account Number: 9532952317 Note Number: 3 Note Amount: $10,000,000 Date: June 13, 2019 IN WITNESS WHEREOF, the Borrower, on the day and year first written above, has executed, or caused this Note to be executed by its authorized officer or representative, under seal.           RGC MIDSTREAM, LLC                 By:     Name: John S. D'Orazio     Title: President             By:     Name: Paul W. Nester     Title: Chief Financial Officer 1472 VA NB BB&T ADDENDUM TO PROMISSORY NOTE Promissory Note dated June 13, 2019, from RGC MIDSTREAM, LLC (“Borrower”) principal amount of $10,000,000 (including all renewals, extensions, I.    DEFINITIONS. obtained by adding (i) the One Month LIBOR plus (ii) 1.20 percent (%) per annum, here the interest rate will not decrease below a fixed minimum rate of ______%. If checked here the interest rate will not exceed a fixed maximum rate of _______% or an average maximum rate of      %. If an average maximum rate is will be made: when the Note is repaid in full by Borrower or annually beginning will be made. closed. applicable to any LIBOR Advance, commencing on the first day of the month and of each month thereafter; provided that: numerically corresponding day in a subsequent month shall end on the last determining one month LIBOR shall not be available, the rate quoted in The Wall Interest Period. notice (by telephone confirmed 1472 VA NB in writing or by telecopy) to Borrower of such determination. Thereafter, (x)               RGC MIDSTREAM, LLC                     By: (SEAL)   Name: John S. D'Orazio     Title: President             By: (SEAL)   Name: Paul W. Nester     Title: Chief Financial Officer   1472 VA NB Schedule A   Start Date Principal Payment Principal         10,000,000.00   1 41,666.67 9,958,333.33   2 41,666.67 9,916,666.66   3 41,666.67 9,874,999.99   4 41,666.67 9,833,333.32   5 41,666.67 9,791,666.65   6 41,666.67 9,749,999.98   7 41,666.67 9,708,333.31   8 41,666.67 9,666,666.64   9 41,666.67 9,624,999.97   10 41,666.67 9,583,333.30   11 41,666.67 9,541,666.63   12 41,666.67 9,499,999.96   13 41,666.67 9,458,333.29   14 41,666.67 9,416,666.62   15 41,666.67 9,374,999.95   16 41,666.67 9,333,333.28   17 41,666.67 9,291,666.61   18 41,666.67 9,249,999.94   19 41,666.67 9,208,333.27   20 41,666.67 9,166,666.60   21 41,666.67 9,124,999.93   22 41,666.67 9,083,333.26   23 41,666.67 9,041,666.59   24   Maturity                                 1472 VA NB