Exhibit 10.21

FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of July 18, 2022 (this “Amendment”), among AREIT OPERATING PARTNERSHIP LP (f/k/a Black Creek Diversified Property Operating Partnership LP), a Delaware limited partnership (the “Company”), the Guarantors party hereto, the Lenders party hereto, and BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent.  Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Amended Credit Agreement (as defined below).

WHEREAS, the Company, the Designated Borrower from time to time party thereto, the Administrative Agent, and the Lenders and L/C Issuers from time to time party thereto are parties to that certain Credit Agreement, dated as of November 22, 2021 (as heretofore amended, the “Credit Agreement”); and

WHEREAS, the Company has requested an increase in the Total Credit Exposure of all Lenders in the form of an increase in the Dollar Tranche Commitments under the Revolving Credit Facility pursuant to the provisions of Section 2.15 of the Credit Agreement (the “Accordion Exercise”);

WHEREAS, the Company, the Lenders party hereto and the Administrative Agent desire to amend certain provisions of the Credit Agreement subject to the terms and conditions of this Amendment.

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

SECTION 1.  Modification of the Credit Agreement.  On the First Amendment Effective Date, the Credit Agreement shall be amended to (a) delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth on the pages of the Amended Credit Agreement attached as Annex I hereto (the Credit Agreement, as amended hereby, the “Amended Credit Agreement”) and (b) replace Exhibit A thereto with the Exhibit A attached hereto as Annex II.

SECTION 2.  Conditions of Effectiveness.  This Amendment shall be effective as of the first date on which all of the following conditions precedent are satisfied (such date being referred to herein as the “First Amendment Effective Date”):

2.1Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other electronic format (followed promptly by originals) unless otherwise specified, in each case, subject to the provisions of Section 9 hereof, and each in form and substance reasonably satisfactory to the Administrative Agent:

(a)counterparts of this Amendment duly executed and delivered by each of the Loan Parties, the Administrative Agent and Lenders constituting Required Lenders;

(b)a certificate of each Loan Party, dated as of the First Amendment Effective Date, signed by a Responsible Officer of such Loan Party certifying (x) that attached thereto is a true, correct and complete copy of resolutions adopted by such Loan Party approving or consenting to the execution, delivery and performance of this Amendment, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect without amendment, modification or rescission, and (y) in the case of the Company, that the conditions specified in Section 2.2 of this Amendment have been satisfied; and

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

2.2On the First Amendment Effective Date, both before and after giving effect to this Amendment, (a) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects (or, in the case of the representations and warranties in Section 5.20 of the Credit Agreement or any representation and warranty that is qualified by materiality, in all respects), except to the extent that such representations and warranties specifically refer to an earlier date or period, in which case they were true and correct in all material respects (or, in the case of Sections 5.14(b) and 5.20 of the Credit Agreement or any representation and warranty that is qualified by materiality, in all respects) as of such earlier date or for the respective period, as applicable, and except that for purposes of this Amendment, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (b) no Default exists or would result from the consummation of this Amendment.

2.3Prior to or substantially concurrently with the First Amendment Effective Date, the Accordion Exercise shall have occurred.

SECTION 3.  Representations and Warranties of Loan Parties.  In order to induce the Lenders and the Administrative Agent to enter into this Amendment, each of the Loan Parties represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Administrative Agent and the Lenders that:

(a)it has all requisite power and authority to execute, deliver and perform its obligations under this Amendment and the Amended Credit Agreement;

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(b)the execution and delivery by each Loan Party of this Amendment and the performance of this Amendment and the Amended Credit Agreement by each Loan Party party thereto have been duly authorized by all necessary corporate or other organizational action;

(c)no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance of this Amendment or the Amended Credit Agreement;

(d)this Amendment has been duly executed and delivered on its behalf by a duly authorized officer, and this Amendment and the Amended Credit Agreement each constitutes a legal, valid and binding obligation of such Loan Party enforceable against each Loan Party that is party thereto in accordance with its terms;

(e)no Default or Event of Default exists or would result from the consummation of the transactions contemplated by this Amendment or the Amended Credit Agreement; and

(f)neither the execution and delivery of this Amendment nor the performance of this Amendment and the Amended Credit Agreement will (i) conflict with or result in any breach or contravention of, or the creation of (or any requirement to create) any Lien under, or require any payment to be made under (x) any Contractual Obligation to which any Loan Party or any of its Subsidiaries is a party or affecting any Loan Party, any of its Subsidiaries or the properties of any Loan Party or any of its Subsidiaries or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which any Loan Party or any of its Subsidiaries or their respective property is subject, the conflict or breach of which under the foregoing clauses (x) and/or (y) would reasonably be expected to have a Material Adverse Effect or (ii) violate any Law.

SECTION 4.  Affirmation of Guarantors. Each Guarantor hereby approves and consents to this Amendment and the transactions contemplated by this Amendment.  Each Guarantor agrees and affirms that its guarantee of the Obligations (i) continues to be in full force and effect and is hereby ratified and confirmed in all respects and shall apply to the Credit Agreement, as amended hereby, and all of the other Loan Documents, as such are amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and (ii) extends to all obligations of the Loan Parties under the Loan Documents.

SECTION 5.  Costs and Expenses.  The Company acknowledges and agrees that its payment obligations set forth in Section 10.04 of the Credit Agreement include the reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Amendment and any other documentation contemplated hereby (whether or not this Amendment becomes effective or the transactions contemplated hereby are consummated and whether or not a Default or Event of Default has occurred or is continuing), including, but not limited to, the reasonable

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fees, charges and disbursements of Arnold & Porter Kaye Scholer LLP, counsel to the Administrative Agent.

SECTION 6.  Ratification.

(a)Except as herein agreed, the Credit Agreement and the other Loan Documents remain in full force and effect and are hereby ratified and affirmed by the Loan Parties.  Each of the Loan Parties hereby (i) confirms and agrees that the Company has no defense, counterclaim or offset of any kind whatsoever with respect to the Obligations, and (ii) reaffirms and admits the validity and enforceability of the Credit Agreement and the other Loan Documents.

(b)This Amendment shall be limited precisely as written and, except as expressly provided herein, shall not be deemed (i) to be a consent granted pursuant to, or a waiver, modification or forbearance of, any term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or a waiver of any Default or Event of Default under the Credit Agreement, whether or not known to the Administrative Agent or any of the Lenders, or (ii) to prejudice any right or remedy which the Administrative Agent or any of the Lenders may now have or have in the future against any Person under or in connection with the Credit Agreement, any of the instruments or agreements referred to therein or any of the transactions contemplated thereby.

SECTION 7.  Modifications.  Neither this Amendment, nor any provision hereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the parties hereto.

SECTION 8.  References.  The Loan Parties acknowledge and agree that this Amendment constitutes a Loan Document. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in each other Loan Document (and the other documents and instruments delivered pursuant to or in connection therewith) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import, shall mean and be a reference to the Credit Agreement as modified hereby and as the Credit Agreement may in the future be amended, restated, supplemented or modified from time to time.

SECTION 9.  Counterparts; Execution.  Section 10.17 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof.

SECTION 10.  Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SECTION 11.  Severability.  If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  

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SECTION 12.  Governing Law.  THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

SECTION 13.  Headings.  Section headings in this Amendment are included for convenience of reference only and shall not affect the interpretation of this Amendment.

SECTION 14.  Entire Agreement.  THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Signatures Pages Immediately Follow]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the date first above written.

AREIT OPERATING PARTNERSHIP LP (f/k/a Black Creek Diversified Property Operating Partnership LP), a Delaware limited partnership
By:	Ares Real Estate Income Trust Inc. (f/k/a Black Creek Diversified Property Fund Inc.),
	a Maryland corporation, its general partner

By:	/s/ Lainie P. Minnick
Name:	Lainie P. Minnick
Title:	Managing Director, Chief Financial Officer & Treasurer

[Signature Pages to First Amendment to AREIT Credit Agreement]

LENDERS:

BANK OF AMERICA, N.A., as a Lender

By:	/s/ Kyle Pearson
Name:	Kyle Pearson
Title:	Vice President

[Signature Pages to First Amendment to AREIT Credit Agreement]

JPMORGAN CHASE BANK, N.A., as a Lender

By:	/s/ Nora Skelton
Name:	Nora Skelton
Title:	Authorized Signatory

[Signature Pages to First Amendment to AREIT Credit Agreement]

C
	WELLS FARGO BANK, NATIONAL ASSOCIATION,as a Lender

By:	/s/ Craig V. Koshkarian
Name:	Craig V. Koshkarian
Title:	Director

[Signature Pages to First Amendment to AREIT Credit Agreement]

REGIONS BANK, as a Lender

By:	/s/ Ghil S. Gavin
Name:	Ghil S. Gavin
Title:	Senior Vice President

[Signature Pages to First Amendment to AREIT Credit Agreement]

TRUIST BANK, as a Lender

By:	/s/ Christopher D. Daniels
Name:	Christopher D. Daniels
Title:	Director

[Signature Pages to First Amendment to AREIT Credit Agreement]

PNC BANK, NATIONAL ASSOCIATION, as a Lender

By:	/s/ James A Harmann
Name:	James A. Harmann
Title:	Senior Vice President

[Signature Pages to First Amendment to AREIT Credit Agreement]

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By:	/s/ Travis Myers
Name:	Travis Myers
Title:	Vice President

[Signature Pages to First Amendment to AREIT Credit Agreement]

GOLDMAN SACHS BANK USA, as a Lender

By:	/s/ Dan Martis
Name:	James A. Harmann
Title:	Authorized Signatory

[Signature Pages to First Amendment to AREIT Credit Agreement]

PINNACLE, as a Lender

By:	/s/ J. Patrick Daugherty
Name:	J. Patrick Daugherty
Title:	Senior Vice President

[Signature Pages to First Amendment to AREIT Credit Agreement]

SYNOVUS BANK, as a Lender

By:	/s/ Robert Haley
Name:	Robert Haley
Title:	Corporate Lending Officer

[Signature Pages to First Amendment to AREIT Credit Agreement]

ASSOCIATED BANK, NATIONAL ASSOCIATION, as a Lender

By:	/s/ Mitchell Vega
Name:	Mitchell Vega
Title:	Senior Vice President

[Signature Pages to First Amendment to AREIT Credit Agreement]

ZIONS BANCORPORATION, N.A. dba Vectra Bank Colorado, as a Lender

By:	/s/ H. Shaw Thomas
Name:	H. Shaw Thomas
Title:	Senior Vice President

[Signature Pages to First Amendment to AREIT Credit Agreement]

ARCLAYS
	BARCLAYS BANK PLC, as a Lender

By:	/s/ Craig Mally
Name:	Craig Mally
Title:	Director

[Signature Pages to First Amendment to AREIT Credit Agreement]

AYMOND
	RAYMOND JAMES BANK, as a Lender

By:	/s/ Alex Sierra
Name:	Alex Sierra
Title:	Vice President

[Signature Pages to First Amendment to AREIT Credit Agreement]

THE HUNTINGTON NATIONAL BANK, as a Lender

By:	/s/ Erin L. Mahon
Name:	Erin L. Mahon
Title:	Assistant Vice President

[Signature Pages to First Amendment to AREIT Credit Agreement]

ADMINISTRATIVE AGENT:

BANK OF AMERICA N.A., as an Administrative Agent

By:	/s/ Taelitha Bonds-Harris
Name:	Taelitha Bonds-Harris
Title:	Assistant Vice President

[Signature Pages to First Amendment to AREIT Credit Agreement]

Each of the Guarantors hereby acknowledges and agrees to the terms and conditions of the foregoing First Amendment to Credit Agreement, including, without limitation, the representations and warranties made by such Guarantor in Section 3 thereof and the affirmations made by such Guarantor under Section 4 thereof.

ARES REAL ESTATE INCOME TRUST INC. (f/k/a Black Creek Diversified Property Fund Inc.), a Maryland corporation

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

[Signature Pages to First Amendment to AREIT Credit Agreement]

ADREX 1031 LENDER CLEARWATER LLC

ADREX 1031 LENDER DIVERSIFIED I LLC

ADREX 1031 LENDER DIVERSIFIED II LLC

BCDPF 1031 Lender City View LLC

BCDPF 1031 Lender Clayton Commerce Center LLC

BCDPF 1031 Lender Logistics Portfolio LLC

BCDPF 1031 Lender Perimeter LLC

BCDPF 1031 Lender Reno Logistics Center LLC

BCDPF 1031 Lender Suniland LLC

BCDPF 1031 Lender The Palms LLC,

each a Delaware limited liability company

By: ADREX 1031 Lender LLC (f/k/a BCDPF 1031 Lender LLC),

a Delaware limited liability company, the sole member of each of the foregoing 10 entities

By: DPF Cherry Creek LLC, a Delaware limited liability company, its sole member

By: AREIT Real Estate Holdco LLC,
a Delaware limited liability company, its manager

By: AREIT Operating Partnership LP,
a Delaware limited partnership, its sole member

By: Ares Real Estate Income Trust Inc.,
a Maryland corporation, its general partner

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

[Signature Pages to First Amendment to AREIT Credit Agreement]

ADREX 1031 CALIFORNIA LENDER LLC,

a Delaware limited liability company

By: DPF Cherry Creek LLC, a Delaware limited liability company, its sole member

By: AREIT Real Estate Holdco LLC,
a Delaware limited liability company, its manager

By: AREIT Operating Partnership LP,
a Delaware limited partnership, its sole member

By: Ares Real Estate Income Trust Inc.,
a Maryland corporation, its general partner

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

[Signature Pages to First Amendment to AREIT Credit Agreement]

AREIT General Washington IC LLC

AREIT Gillingham Lease Management LLC

AREIT SALT POND DST HOLDER LLC

AREIT Transport Drive CC LLC

AREIT Yale Village LLC

BCD Preston Sherry DST Holder LLC

BCDPF 25 Linden INDUSTRIAL CENTER LLC

BCDPF Air Tech DC II LLC

BCDPF Aurora DC LLC

BCDPF Barrow Crossing LLC

BCDPF Campus Drive IC LLC

BCDPF Juno Winter Park LLC

BCDPF Kaiser Business Center LLC

BCDPF LONG ISLAND Logistics center llc

BCDPF Springdale LLC

BCDPF Sterling IC LLC

BCDPF Village at Lee Branch LLC

DPF Sandwich LLC

TRT 1300 CONNECTICUT AVENUE OWNER LLC

TRT Flying Cloud Drive LLC

TRT Hyannis LLC

TRT Meriden LLC

TRT NORWELL LLC

TRT Saugus LLC

TRT Wareham LLC

TRT Whitman 475 Bedford LLC,

each a Delaware limited liability company

By: AREIT Real Estate Holdco LLC,
a Delaware limited liability company,

the sole member of each of the foregoing 26 entities

By: AREIT Operating Partnership LP,
a Delaware limited partnership, its sole member

By: Ares Real Estate Income Trust Inc.,
a Maryland corporation, its general partner

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

[Signature Pages to First Amendment to AREIT Credit Agreement]

AREIT SAN STONE OAK LP,

a Delaware limited partnership

By: AREIT San Stone Oak GP LLC,
a Delaware limited liability company, its general partner

By: AREIT Operating Partnership LP,
a Delaware limited partnership, its sole member

By: Ares Real Estate Income Trust Inc.,
a Maryland corporation, its general partner

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

AREIT STAFFORD GROVE IP DST HOLDER LP,

a Delaware limited partnership

By: AREIT Stafford Grove IP GP LLC,

a Delaware limited liability company, its general partner

By: AREIT Real Estate Holdco LLC,
a Delaware limited liability company, its sole member

By: AREIT Operating Partnership LP,
a Delaware limited partnership, its sole member

By: Ares Real Estate Income Trust Inc.,
a Maryland corporation, its general partner

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

[Signature Pages to First Amendment to AREIT Credit Agreement]

BALA POINTE OWNER LP,

a Delaware limited partnership

By: Bala Pointe GP, LLC,

a Delaware limited liability company, its general partner

By: Div Cap Bala Pointe 1 General Partnership,

a Delaware general partnership, its sole member

By: DCTRT Bala Pointe GP LLC,

a Delaware limited liability company,

its managing general partner

By: AREIT Real Estate Holdco LLC,
a Delaware limited liability company, its sole member

By: AREIT Operating Partnership LP,
a Delaware limited partnership, its sole member

By: Ares Real Estate Income Trust Inc.,
a Maryland corporation, its general partner

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

[Signature Pages to First Amendment to AREIT Credit Agreement]

BCDPF AIRWAY INDUSTRIAL PARK LP,

a Delaware limited partnership

By: BCDPF Airway Industrial Park GP LLC,

a Delaware limited liability company, its general partner

By: AREIT Real Estate Holdco LLC,
a Delaware limited liability company, its sole member

By: AREIT Operating Partnership LP,
a Delaware limited partnership, its sole member

By: Ares Real Estate Income Trust Inc.,
a Maryland corporation, its general partner

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

BCDPF BAY AREA COMMERCE CENTER LP,

a Delaware limited partnership

By: BCDPF Bay Area Commerce Center GP LLC,

a Delaware limited liability company, its general partner

By: AREIT Real Estate Holdco LLC,
a Delaware limited liability company, its sole member

By: AREIT Operating Partnership LP,
a Delaware limited partnership, its sole member

By: Ares Real Estate Income Trust Inc.,
a Maryland corporation, its general partner

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

[Signature Pages to First Amendment to AREIT Credit Agreement]

BCDPF LITTLE ORCHARD BUSINESS PARK LP,

a Delaware limited partnership

By: BCDPF Little Orchard Business Park GP LLC,

a Delaware limited liability company, its general partner

By: DPF Cherry Creek LLC, a Delaware limited liability company, its sole member

By: AREIT Real Estate Holdco LLC,
a Delaware limited liability company, its manager

By: AREIT Operating Partnership LP,
a Delaware limited partnership, its sole member

By: Ares Real Estate Income Trust Inc.,
a Maryland corporation, its general partner

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

BCDPF RADAR DISTRIBUTION CENTER LLC,

a Delaware limited liability company

By: BCDPF 250 Radar Holdco LLC,

a Delaware limited liability company, its managing member

By: AREIT Real Estate Holdco LLC,
a Delaware limited liability company, its sole member

By: AREIT Operating Partnership LP,
a Delaware limited partnership, its sole member

By: Ares Real Estate Income Trust Inc.,
a Maryland corporation, its general partner

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

[Signature Pages to First Amendment to AREIT Credit Agreement]

BCDPF Tustin Business center lp,

a Delaware limited partnership

By: BCDPF Tustin Business Center GP LLC,

a Delaware limited liability company, its general partner

By: AREIT Real Estate Holdco LLC,
a Delaware limited liability company, its sole member

By: AREIT Operating Partnership LP,
a Delaware limited partnership, its sole member

By: Ares Real Estate Income Trust Inc.,
a Maryland corporation, its general partner

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

DPF BEAVER CREEK LP,

a Delaware limited partnership

By: DPF Beaver Creek GP LLC,

a Delaware limited liability company, its general partner

By: AREIT Real Estate Holdco LLC,
a Delaware limited liability company, its sole member

By: AREIT Operating Partnership LP,
a Delaware limited partnership, its sole member

By: Ares Real Estate Income Trust Inc.,
a Maryland corporation, its general partner

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

[Signature Pages to First Amendment to AREIT Credit Agreement]

TRT LENDING LLC,

a Delaware limited liability company

By: DCTRT Securities Holdco LLC,

a Delaware limited liability company,

its sole member

By: AREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By: Ares Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

ADREX Diversified II TRS LLC,

each a Delaware limited liability company

By: Ares Diversified Real Estate Exchange LLC,

a Delaware limited liability company, its sole member

By: BCD TRS Corp.,

a Delaware corporation, its sole member

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

[Signature Pages to First Amendment to AREIT Credit Agreement]

AREIT 56th Ave IC LLC

AREIT 350 Carter Road LLC

AREIT Brockton IC LLC

AREIT Enterprise Way IC LLC

AREIT Glen Afton IC LLC

AREIT Industrial Drive IC LLC

AREIT Maplewood Drive IC LLC

AREIT Miami NW 114th IC LLC

AREIT New Albany IC LLC

AREIT North Harney IC LLC

AREIT Wes Warren IC LLC,

each a Delaware limited liability company

By: AREIT TRS Holdco I LLC,

a Delaware limited liability company,

the sole member of each of the foregoing 11 entities

By: AREIT TRS Holdco LLC,

a Delaware limited liability company, its sole member

By: BCD TRS Corp.,

a Delaware corporation, the sole member

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

AREIT Dallas CityLine LP,

a Delaware limited partnership

By: AREIT Dallas CityLine GP LLC,

a Delaware limited liability company, its general partner

By: AREIT TRS Holdco I LLC,

a Delaware limited liability company, its sole member

By: AREIT TRS Holdco LLC,

a Delaware limited liability company, its sole member

By: BCD TRS Corp.,

a Delaware corporation, the sole member

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

[Signature Pages to First Amendment to AREIT Credit Agreement]

AREIT Dallas Maple District LP,

a Delaware limited partnership

By: AREIT Dallas Maple District GP LLC,

a Delaware limited liability company,

its general partner

By: AREIT TRS Holdco I LLC,

a Delaware limited liability company,

its sole member

By: AREIT TRS Holdco LLC,

a Delaware limited liability company,

its sole member

By: BCD TRS Corp.,

a Delaware corporation,

the sole member

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

AREIT Dallas Wycliff LP,

a Delaware limited partnership

By: AREIT Dallas Wycliff GP LLC,

a Delaware limited liability company,

its general partner

By: AREIT TRS Holdco I LLC,

a Delaware limited liability company, its sole member

By: AREIT TRS Holdco LLC,

a Delaware limited liability company,

its sole member

By: BCD TRS Corp.,

a Delaware corporation,

the sole member

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

[Signature Pages to First Amendment to AREIT Credit Agreement]

AREIT Pine Vista IC LP,

a Delaware limited partnership

By: AREIT Pine Vista IC GP LLC,

a Delaware limited liability company,

its general partner

By: AREIT TRS Holdco I LLC,

a Delaware limited liability company,

its sole member

By: AREIT TRS Holdco LLC,

a Delaware limited liability company,

its sole member

By: BCD TRS Corp.,

a Delaware corporation,

the sole member

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

AREIT San Vance LP,

a Delaware limited partnership

By: AREIT San Vance GP LLC,

a Delaware limited liability company,

its general partner

By: AREIT TRS Holdco I LLC,

a Delaware limited liability company,

its sole member

By: AREIT TRS Holdco LLC,

a Delaware limited liability company,

its sole member

By: BCD TRS Corp.,

a Delaware corporation,

the sole member

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

[Signature Pages to First Amendment to AREIT Credit Agreement]

AREIT Skye 750 LLC,

a Delaware limited liability company

By: AREIT Skye 750 Holdco LLC,

a Delaware limited liability company, its managing member

By: AREIT TRS Holdco I LLC,

a Delaware limited liability company, its sole member

By: AREIT TRS Holdco LLC,

a Delaware limited liability company, its sole member

By: BCD TRS Corp.,

a Delaware corporation, the sole member

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

AREIT North 5th Street CC LLC,

a Delaware limited liability company

By: AREIT North 5th Street CC Holdco LLC,

a Delaware limited liability company,

its managing member

By: AREIT Real Estate Holdco LLC,
a Delaware limited liability company, its sole member

By: AREIT Operating Partnership LP,
a Delaware limited partnership, its sole member

By: Ares Real Estate Income Trust Inc.,
a Maryland corporation, its general partner

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

[Signature Pages to First Amendment to AREIT Credit Agreement]

AREIT Tri County Parkway IC LP,

a Delaware limited partnership

By: AREIT Tri County Parkway IC GP LLC,

limited liability company, its general partner

By: AREIT TRS Holdco I LLC,

a Delaware limited liability company, its sole member

By: AREIT TRS Holdco LLC,

a Delaware limited liability company, its sole member

By: BCD TRS Corp.,

a Delaware corporation, the sole member

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

Pembroke Pines Owner, L.L.C.,

a Delaware limited liability company

By: Pembroke Pines Member, L.L.C.,

a Delaware limited liability company, its sole member

By: Pembroke Pines Lower REIT II-CC, L.L.C.,

a Delaware limited liability company, its sole member

By: Pembroke Pines Upper REIT II-CC, L.L.C.,

a Delaware limited liability company, its manager

By: AREIT TRS Holdco I LLC,

a Delaware limited liability company, its sole member

By: AREIT TRS Holdco LLC,

a Delaware limited liability company, its sole member

By: BCD TRS Corp.,

a Delaware corporation, the sole member

By: /s/ Lainie P Minnick

Name: Lainie P. Minnick

Title: Managing Director, Chief Financial Officer & Treasurer

[Signature Pages to First Amendment to AREIT Credit Agreement]

ANNEX I

Amended Credit Agreement

(see attached)

ANNEXITOFIRST AMENDMENT

PublishedDealCUSIPNumber:09186EAD8

Published USD Revolver CUSIP Number:09186EAE6

PublishedMulticurrencyRevolverCUSIPNumber:09186EAH9

Published Term A-1 CUSIP Number:09186EAE6

PublishedTermA-2CUSIPNumber:09186EAE6

THIRD AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT

DatedasofNovember22,2021 among

AREIT OPERATING PARTNERSHIP LP

(f/k/a BLACK CREEK DIVERSIFIED PROPERTY OPERATING PARTNERSHIP LP),

aDelawarelimitedpartnership and

CERTAIN OF ITS SUBSIDIARIES

astheBorrowers

BANK OF AMERICA, N.A.,

asAdministrativeAgentandanL/CIssuer, The Other L/C Issuers Party Hereto,

WELLS FARGO BANK, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A.

and

CAPITAL ONE, NATIONAL ASSOCIATION,

asCo-SyndicationAgents

REGIONS BANK andTRUIST BANK,

as Documentation Agents

TheOtherLendersPartyHereto

BofA SECURITIES, INC.

WELLS FARGO SECURITIES, LLC,

JPMORGAN CHASE BANK, N.A.

CAPITAL ONE, NATIONAL ASSOCIATION,

REGIONS CAPITAL MARKETS

and

TRUIST SECURITIES, INC.

asJointLeadArrangers

BofA SECURITIES, INC.

WELLS FARGO SECURITIES, LLC,

JPMORGAN CHASE BANK, N.A.

and

CAPITAL ONE, NATIONAL ASSOCIATION,

asJointBookrunners

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS		1
1.01	Defined Terms‌	1
1.02	Other Interpretive Provisions‌	5352
1.03	Accounting Terms‌	5452
1.04	Rounding‌	5553
1.05	Times of Day‌	5553
1.06	Letter of Credit Amounts‌	5553
1.07	Interest Rates‌	5554
1.08	Exchange Rates; Currency Equivalents‌	5554
1.09	Additional Alternative Currencies‌	5654
1.10	Change of Currency‌	5756
ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS		5756
2.01	The Loans‌	5756
2.02	Borrowings, Conversions and Continuations of Loans‌	6059
2.03	Letters of Credit‌	6261
2.04	[Intentionally Omitted]‌	7271
2.05	Prepayments‌	7271
2.06	Termination or Reduction of Commitments‌	7372
2.07	Repayment of Loans‌	7473
2.08	Interest‌	7473
2.09	Fees‌	7574
2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate‌	7776
2.11	Evidence of Debt‌	77
2.12	Payments Generally; Administrative Agent’s Clawback‌	7877
2.13	Sharing of Payments by Lenders‌	8079
2.14	Extension of Maturity Date in Respect of the Revolving Credit Facility‌	8180
2.15	Increase in Total Credit Exposure‌	8180
2.16	Cash Collateral‌	8382
2.17	Defaulting Lenders‌	8483
2.18	Addition and Removal of Unencumbered Properties‌	8786
2.19	Designated Borrowers‌	8786
ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY		8988
3.01	Taxes‌	8988
3.02	Illegality‌	9392
3.03	Inability to Determine Rates 94; Replacement of Relevant Rates or Successor Rates ​ ​	93
3.04	Increased Costs; Additional Reserve Requirements ‌	98 96
3.05	Compensation for Losses‌	10098
3.06	Mitigation Obligations; Replacement of Lenders‌	10198
3.07	Survival‌	10299
ARTICLE IV. CONDITIONS PRECEDENT		10299
4.01	Conditions of Effectiveness‌	10299
4.02	Conditions to all Credit Extensions‌	104101
ARTICLE V. REPRESENTATIONS AND WARRANTIES		105102
5.01	Existence, Qualification and Power‌	105102
5.02	Authorization; No Contravention‌	105102
5.03	Governmental Authorization; Other Consents‌	105103
5.04	Binding Effect‌	105103
5.05	Financial Statements; No Material Adverse Effect‌	105103
5.06	Litgation‌	106103

i

5.07	No Default‌	106103
5.08	Ownership of Property; Liens‌	106104
5.09	Environmental Compliance‌	106104
5.10	Taxes‌	106104
5.11	ERISA Compliance‌	107104
5.12	Subsidiaries; Equity Interests‌	108105
5.13	Margin Regulations; Investment Company Act‌	108105
5.14	Disclosure‌	108105
5.15	Compliance with Laws‌	109106
5.16	Taxpayer Identification Number‌	109106
5.17	Intellectual Property; Licenses, Etc‌	109106
5.18	REIT Status‌	109107
5.19	Unencumbered Properties‌	109107
5.20	OFAC‌	111108
5.21	Anti-Corruption‌	111109
5.22	Solvency‌	111109
5.23	Affected Financial Institutions‌	111109
5.24	Covered Entities‌	112109
5.25	Representations as to Foreign Obligors‌	112109
ARTICLE VI. AFFIRMATIVE COVENANTS		112110
6.01	Financial Statements and Other Information‌	113110
6.02	Notices‌	114112
6.03	Payment of Taxes‌	115112
6.04	Preservation of Existence, Etc‌	115112
6.05	Maintenance of Properties‌	115113
6.06	Maintenance of Insurance‌	115113
6.07	Compliance with Laws‌	115113
6.08	Books and Records‌	116113
6.09	Inspection Rights‌	116113
6.10	Use of Proceeds and Letters of Credit‌	116113
6.11	REIT Status‌	116113
6.12	Subsidiary Guarantees‌	116114
6.13	Release of Guarantors‌	117114
6.14	Investor Guaranties‌	118115
6.15	Anti-Corruption Laws; Sanctions‌	118115
6.16	Approvals and Authorizations‌	118115
ARTICLE VII. NEGATIVE COVENANTS		118116
7.01	Liens‌	118116
7.02	Investments‌	118116
7.03	Fundamental Changes‌	119116
7.04	Restricted Payments‌	119117
7.05	Change in Nature of Business‌	119117
7.06	Transactions with Affiliates‌	120117
7.07	Sanctions‌	120[Reserved] 117
7.08	Use of Proceeds‌	120117
7.09	Financial Covenants‌	120117
7.10	Exchange Property; Exchange Fee Titleholders‌	121119
7.11	Changes to Advisory Agreement‌	122119
7.12	Sanctions‌	122119
7.13	Anti-Corruption Laws‌	122119
ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES		122119
8.01	Events of Default‌	122119
8.02	Remedies Upon Event of Default‌	124121
8.03	Application of Funds‌	124122
ARTICLE IX. ADMINISTRATIVE AGENT		125123
9.01	Appointment and Authority‌	125123

ii

9.02	Rights as a Lender‌	126123
9.03	Exculpatory Provisions‌	126123
9.04	Reliance by Administrative Agent‌	127124
9.05	Delegation of Duties‌	127125
9.06	Resignation or Removal of Administrative Agent‌	128125
9.07	Non-Reliance on the Administrative Agent, the Arrangers and the Other Lenders‌	129126
9.08	No Other Duties, Etc‌	130127
9.09	Administrative Agent May File Proofs of Claim‌	130127
9.10	Lender Reply Period‌	131128
9.11	CertainERISA Matters‌	131129
9.12	Recovery of Erroneous Payments‌	132130
9.13	Guaranty Matters‌	133130
ARTICLE X. MISCELLANEOUS		133130
10.01	Amendments, Etc‌	133130
10.02	Notices; Effectiveness; Electronic Communication‌	136133
10.03	No Waiver; Cumulative Remedies; Enforcement‌	138135
10.04	Expenses; Indemnity; Damage Waiver‌	139136
10.05	Payments Set Aside‌	141138
10.06	Successors and Assigns‌	141138
10.07	Treatment of Certain Information; Confidentiality‌	146143
10.08	Right of Setoff‌	147145
10.09	Interest Rate Limitation‌	148145
10.10	Integration; Effectiveness‌	148145
10.11	Survival of Representations and Warranties‌	148146
10.12	Severability‌	148146
10.13	Replacement of Lenders‌	149146
10.14	Governing Law; Jurisdiction; Etc‌	150147
10.15	Waiver of Jury Trial‌	151149
10.16	No Advisory or Fiduciary Responsibility‌	151149
10.17	Electronic Execution; Electronic Records; Counterparts‌	152149
10.18	USA PATRIOT Act‌	153150
10.19	Time of the Essence‌	153151
10.20	ENTIRE AGREEMENT‌	153151
10.21	Acknowledgement and Consent to Bail-In of Affected Financial Institutions‌	154151
10.22	Amendment and Restatement‌	154151
10.23	Special Provisions regarding Permitted Tax Incentive Transactions‌	155153
10.24	Judgment Currency‌	156153
10.25	Acknowledgement Regarding Any Supported QFCs‌	157154
ARTICLE XI. CONTINUING GUARANTY		158155
11.01	GUARANTY‌	158155
11.02	Rights of Lenders‌	158155
11.03	Certain Waivers‌	158156
11.04	Obligations Independent‌	159156
11.05	Subrogation‌	159156
11.06	Termination; Reinstatement‌	159157
11.07	Subordination‌	160157
11.08	Stay of Acceleration‌	160157
11.09	Condition of Loan Parties‌	160157
11.10	Contribution‌	160158

iii

SCHEDULES

2.01ACommitmentsandApplicablePercentages 2.01B L/C Commitments

2.01(b)ExistingRevolvingCreditLoansandExistingTermLoans

2.03ExistingLettersof Credit

5.06Litigation

5.12EquityInterestsinSubsidiaryGuarantors

5.19Unencumbered Properties

7.06TransactionswithAffiliates

10.02AdministrativeAgent’sOffice;CertainAddressesforNotices;Taxpayer Identification Number

EXHIBITS

Form of

ACommittedLoanNotice

B[Reserved]

C-1TermA-1Note

C-2TermA-2Note

C-3RevolvingCreditNote

DComplianceCertificate

E-1Assignment and Assumption E-2AdministrativeQuestionnaire

F-1ThirdAmendedandRestatedGuaranty

F-2ThirdAmendedandRestatedSubsidiaryGuaranty

GOpinionMatters

HU.S.TaxComplianceCertificates

IDesignatedBorrowerRequestandAssumption Agreement

JDesignatedBorrowerNotice

KNoticeofAdditionalL/C Issuer

LSubordinationAgreement

v

THIRD AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT

ThisTHIRDAMENDEDANDRESTATEDCREDITANDTERMLOAN AGREEMENT is entered into as of November 22, 2021, among AREIT OPERATINGPARTNERSHIP  LP  (f/k/aBLACKCREEKDIVERSIFIEDPROPERTYOPERATING PARTNERSHIPLP),aDelawarelimitedpartnership(the“Company”),certainSubsidiariesofthe CompanypartyheretopursuanttoSection 2.19(eacha“Designated Borrower”and,togetherwith theCompany,the“Borrowers”andeacha“Borrower”),eachlenderfromtimetotimepartyhereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as AdministrativeAgentandanL/CIssuer,andtheotherL/CIssuersfromtimetotimepartyhereto.

TheCompanyhasrequestedthattheLendersprovideacreditfacility,andtheLendersare willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

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

“Adjusted EBITDA”meansConsolidatedEBITDAless,withrespecttoPropertiesowned by the Consolidated Group, the Capital Expenditure Reserve, and less, with respect to Properties owned by Unconsolidated Affiliates, the Consolidated Group Pro Rata Share of the Capital Expenditure Reserve.

“Administrative Agent” means Bank of America (through itself or through any of its designated branch offices or Affiliates) in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

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

“Advisory Agreement” means that certain Second Amended and Restated Advisory Agreement (2021), dated as of July 1, 2021, by and among the Company, the Trust, and ARES CommercialRealEstateManagementLLC,asthesamemaybeamended,revised,supplemented or otherwise modified in accordance with the terms hereof.

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

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

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly throughoneormoreintermediaries,ControlsorisControlledbyorisundercommonControlwith the Person

1

specified, provided, however, that in no event shall the Administrative Agent or any LenderoranyoftheirrespectiveAffiliatesbedeemedforpurposeshereoftobeanAffiliateofthe Company or any other Loan Parties.

“Agent Parties” has the meaning specified in Section 10.02.

“Aggregate Commitments”meanstheCommitmentsofalltheLenders.

“Agreed Currency” means Dollars or any Alternative Currency, as applicable.

“Agreement”meansthisThirdAmendedandRestatedCreditandTermLoanAgreement.

“Agreement Currency” has the meaning specified in Section 10.24.

“Alternative Currency” means each of the following currencies: Euro, Sterling, Canadian dollars,togetherwitheachothercurrency(otherthanDollars)thatisapprovedinaccordancewith Section 1.09; provided that for each Alternative Currency, such requested currency is an Eligible Currency.

“Alternative Currency Daily Rate” means, for any day, with respect to any Credit Extension:

(a)denominated in Sterling, the rate per annum equal to SONIA determined pursuant to the definition thereof plus the SONIA Adjustment; and

(b)denominated in any other Alternative Currency (to the extent such LoansCreditExtensiondenominatedinsuchcurrencywillbearinterestatadailyrate),thedailyrateperannum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the relevant Lenders or L/C Issuers, as applicable, ineach casepursuant to Section 1.09 plus the adjustment (if any) determined by the Administrative AgentandtherelevantLendersor L/C Issuers, as applicable, in each casepursuanttoSection 1.09; provided, that, if any Alternative Currency Daily Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement and the other Loan Documents.Any change in an Alternative Currency Daily Rate shall be effective from and including the date of such change without further notice.

“Alternative Currency Daily Rate Loan” means a Loan that bears interest at a rate based onthedefinitionof“AlternativeCurrencyDailyRate.”AllAlternativeCurrencyDailyRateLoans must be denominated in an Alternative Currency.

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, by reference to Bloomberg (or such other publicly available service for displaying exchange rates), to be the exchange rate for the purchase of such Alternative Currency with Dollars at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided, however, that if no such rate is available, the “AlternativeCurrencyEquivalent”shallbedeterminedbytheAdministrativeAgentorthe applicable L/C Issuer, as the case may be, using any reasonable method of determination that it deems appropriate in its sole discretion (and such determination shall be conclusive absent manifest error).

2

“Alternative Currency Loan” means an Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan, as applicable.

“Alternative Currency Sublimit”meansanamountequalto$300,000,000.TheAlternative Currency Sublimit is part of, and not in addition to, the Revolving Credit Facility and the Aggregate Commitments.

“Alternative Currency Term Rate” means, for any Interest Period, with respect to any Credit Extension:

(a)denominatedinEuros,therateperannumequaltotheEuroInterbankOfferedRate (“EURIBOR”), as published on the applicable Reuters screen page (or such other commercially availablesourceprovidingsuchquotationsasmaybedesignatedbytheAdministrativeAgentfrom timetotimeinitsreasonablediscretion)onthedaythatistwoTARGET Daysprecedingthefirst day of such Interest Period with a term equivalent to such Interest Period;

(b)denominatedinCanadiandollars,therateperannumequaltotheCanadianDollar Offered Rate (“CDOR”), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time in its reasonable discretion) (in such case, the “CDOR Rate”) on the Rate Determination Date with a term equivalent to such Interest Period; and

(c)denominated in any other Alternative Currency (to the extent such LoansCreditExtensiondenominatedinsuchcurrencywillbearinterestatatermrate),thetermrateperannum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the relevant Lenders or L/C Issuers, as applicable, ineach case pursuant to Section 1.09 plus the adjustment (if any) determined by the Administrative AgentandtherelevantLendersor L/C Issuers, as applicable, in each casepursuanttoSection 1.09; provided, that, if any Alternative Currency Term Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement and the other Loan Documents.

“Alternative Currency Term Rate Loan” means a Loan that bears interest at a rate based onthedefinitionof“AlternativeCurrencyTermRate.”AllAlternativeCurrencyTermRateLoans must be denominated in an Alternative Currency.

“Applicable Authority” means (a) with respect to SOFR, the SOFR Administrator or anyGovernmental Authority having jurisdiction over the Administrative Agent or the SOFRAdministrator with respect to its publication of SOFR, in each case acting in such capacity, (b)with respect to Term SOFR, CME or any successor administrator of the Term SOFR Screen Rateor any Governmental Authority having jurisdiction over the Administrative Agent or suchadministrator with respect to its publication of Term SOFR, in each case acting in such capacityand (c) with respect to any Alternative Currency, the applicable administrator for the Relevant RateforsuchAlternativeCurrencyoranyGovernmentalAuthorityhavingjurisdictionoverthe AdministrativeAgentorsuchadministrator with respect to its publication of the applicableRelevant Rate, in each case acting in such capacity.

“Applicable Law”means,astoanyPerson,allapplicableLawsbindinguponsuchPerson or to which such a Person is subject.

3

“Applicable Percentage”means(a)inrespectoftheTermA-1Facility,withrespecttoany Term A-1 Lender at anytime,the percentage (carried out to the ninth decimal place)of the Term A-1 Facility represented by (i) on or prior to the Term A-1 Termination Date, such Term A-1 Lender’s Term A-1 Commitment at such time, and (ii) thereafter, the principal amount of such TermA-1Lender’sTermA-1Loansatsuchtime,and(b)inrespectoftheTermA-2Facility,with respecttoanyTermA-2Lenderatanytime,thepercentage(carriedouttotheninthdecimalplace) of the Term A-2 Facility represented by (i) on or prior to the Term A-2 Termination Date, such Term A-2 Lender’sTerm A-2 Commitmentatsuch time, and (ii)thereafter,the principalamount of such Term A-2 Lender’s Term A-2 Loans at such time, and (c)(i) in respect of the Revolving Credit Facility other than L/C Obligations, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time, (ii) inrespectofmattersrelatingtoMulticurrencyTrancheCommitmentsandMulticurrencyTranche Loansonly,withrespecttoanyMulticurrencyTrancheLenderatanytime,thepercentage(carried out to the ninth decimal place) of the aggregate amount of all Lenders’ Multicurrency Tranche Commitments at such time, represented by such Multicurrency Tranche Lender’s Multicurrency Tranche Commitment at such time, and (iii) in respect of matters relating to Dollar Tranche Commitments (including L/C Obligations) and Dollar Tranche Loans only, with respect to any Dollar Tranche Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregateamountofallLenders’DollarTrancheCommitmentsatsuchtime,representedbysuch Dollar Tranche Lender’s Dollar Tranche Commitment at such time; as any such Applicable Percentage for the respective Facility or Tranche may be adjusted as provided in Section 2.17.If thecommitmentofeachLendertomakeLoansandtheobligationoftheL/CIssuerstomakeL/C CreditExtensionshavebeenterminatedpursuanttoSection 8.02oriftheAggregateCommitments have expired, then the Applicable Percentage of each Lender in respect of the applicable Facility or Tranche shall be determined based on the Applicable Percentage of such Lender in respect of suchFacilityorTranchemostrecentlyineffect,givingeffecttoanysubsequentassignments,and toanyLender’sstatusasaDefaultingLenderatthetimeofdetermination.TheinitialApplicable Percentage of each Lender in respect of each Facility and Tranche is set forth opposite the name of such Lender on Schedule 2.01A or in the Assignment and Assumption or New Lender Joinder Agreement pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Rate” means, in respect of the Revolving Credit Facility and each Term Facility, the applicable percentage per annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.01(c):

				Fee	RateTerm SOFRLoans and
		RevolvingCreditFacility			TermFacilities
Pricing Level	Consolidated Leverage Ratio	EurodollarRateTerm SOFRLoans, LIBORDaily Floating	Base Rate Loans	Letter of CreditFee	EurodollarRateTerm SOFRLoans and	Base Rate Loans
		RateSOFRLoans and Alternative CurrencyLoans			Alternative CurrencyLoans
I	≤ 40%	1.25%	0.25%	1.25%	1.20%	0.20%

4

II	>40%and≤ 45%	1.35%	0.35%	1.35%	1.25%	0.25%
III	>45%and≤ 50%	1.45%	0.45%	1.45%	1.35%	0.35%
IV	>50%and≤ 55%	1.60%	0.60%	1.60%	1.50%	0.50%
V	>55%and≤ 60%	1.80%	0.80%	1.80%	1.70%	0.70%
VI	> 60%	2.00%	1.00%	2.00%	1.90%	0.90%

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.01(c); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section,then,upontherequestoftheRequiredLenders,PricingLevelVIshallapplyasofthefirst Business Day after the date on which such Compliance Certificate was required to have been deliveredandshallremainineffectuntilthedateonwhichsuchComplianceCertificateisactually delivered.TheApplicableRateineffectfromtheClosingDatethroughthedateofthenextchange intheApplicableRatepursuanttotheprecedingsentenceshallbedeterminedbaseduponPricing Level I.

Notwithstandinganythingtothecontrarycontainedinthisdefinition,thedeterminationof the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

If either the Company or the Trust has received two (2) Investment Grade Ratings, the Company shall have a one-time option to make an election to the effect that the Applicable Rate shall be the rate set forth in the tables below corresponding to the Pricing Level into which the Investment Grade Ratings then fall by sending written irrevocable notice to the Administrative Agent that either the Company or the Trust has received two (2) such Investment Grade Ratings.

		RevolvingCreditFacility			TermFacilities
		Eurodollar
		RateTerm
		SOFRLoans,
		LIBORDaily
Pricing Level	Rating	FloatingRateSOFRLoans and Alternative Currency Loansand	Base Rate Loans	Facility Fee	EurodollarRateTerm SOFRLoans and Alternative CurrencyLoans	Base Rate Loans
		Letter of CreditFee
I	≥A- / A3	0.725%	0.00%	0.125%	0.80%	0.00%
II	BBB+/Baa1	0.775%	0.00%	0.15%	0.85%	0.00%

5

III	BBB/Baa2	0.85%	0.00%	0.20%	0.95%	0.00%
IV	BBB-/Baa3	1.05%	0.05%	0.25%	1.20%	0.20%
V	˂BBB-/Baa3 (or unrated)	1.40%	0.40%	0.30%	1.60%	0.60%

Initially, the Applicable Rate shall be determined based upon the debt rating specified in the certificate delivered at the time the Company elects the Ratings Based Pricing Grid.

Thereafter,eachchangeintheApplicableRateresultingfromapubliclyannouncedchange in the debt rating shall be effective, in the case of an upgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change and, in the case of a downgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately precedingtheeffectivedateofthenextsuchchange.IftheratingsystemofMoody’sorS&Pshall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations,theCompanyandtheLendersshallnegotiateingoodfaithtoamendthisdefinitionto reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

IfatanytimewhentheCompanyorTrust,asapplicable,hasonlytwo(2)debtratings,and such debt ratings are split, then: (A) if the difference between such debt ratings is one ratings category(e.g.,Baa2byMoody’sandBBB-byS&PorFitch),theApplicableRateshallbetherate per annum that would be applicable if the higher of the debt ratings were used; and (B) if the difference between such debt ratings is two ratings categories (e.g. Baa1 by Moody’s and BBB- byS&PorFitch)ormore,theApplicableRateshallbetherateperannumthatwouldbeapplicable if the ratings category one category below the higher debt rating were used.If at any time when the Company or Trust, as applicable, has three (3) debt ratings, and such debt ratings are split, then: (A) if the difference between the highest and the lowest such debt ratings is one ratings category(e.g.,Baa2byMoody’sandBBB-byS&PorFitch),theApplicableRateshallbetherate per annum that would be applicable if the highest of the debt ratings were used; and (B) if the difference between such debt ratings is two ratings categories (e.g., Baa1 by Moody’s and BBB- byS&PorFitch)ormore,theApplicableRateshallbetherateperannumthatwouldbeapplicable if the average of the two (2) highest debt ratings were used, provided that if such average is not a recognized rating category, then the Applicable Rate shall be the rate per annum that would be applicable if the second highest debt rating of the three were used.

“Applicable Revolving Credit Percentage” means, with respect to any Revolving Credit Lenderatanytime,suchRevolvingCreditLender’sApplicablePercentageinrespectofitsDollar Tranche Commitment at such time.

“Applicable Time”means,withrespecttoanyBorrowingsandpaymentsinanyAlternative Currency,thelocaltimeintheplaceofsettlementforsuchAlternativeCurrencyasmaybe determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, to be necessaryfortimelysettlementontherelevantdateinaccordancewithnormalbankingprocedures in the place of payment.

“Applicant Borrower”hasthemeaningspecifiedinSection 2.19(a).

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“Appropriate Lender”means,atanytime,(a)withrespecttoeitheroftheTermFacilities, a Lender that has a Commitment with respect to such Facility or holds a Term Loan made under such Facility at such time, (b) with respect to the Revolving Credit Facility, a Lender that has a Revolving Credit Commitment, Dollar Tranche Commitment, Multicurrency Tranche Commitments or holds or a Revolving Credit Loan, Dollar Tranche Loan or Multicurrency TrancheLoan,asthecontextmayrequire,and(b)withrespecttotheLetterofCreditSublimit,(i) the L/C Issuers and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Dollar Tranche Lenders.

“Approved Fund”meansanyFundthatisadministeredormanagedby(a)aLender,(b)an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means BofA Securities, Inc., Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., Capital One, National Association, Regions Capital Markets and Truist Securities, Inc., in their capacity as joint lead arrangers.

“Asset Under Development”meansanyProperty(a)forwhichtheConsolidatedGroupis actively pursuing construction, major renovation, or expansion of such Property or (b) for which noconstructionhascommencedbutallnecessaryentitlements(excludingfoundation,buildingand similar permits) have been obtained in order to allow the Consolidated Group to commence constructing improvements on such Property.Notwithstanding the foregoing, tenant improvements in a previously constructed Property shall not be considered an Asset Under Development and, with respect to any existing Property, only the major renovation or expansion portion of such Property shall be considered an Asset Under Development.

“Assignee Group”meanstwoormoreEligibleAssigneesthatareAffiliatesofoneanother or two or more Approved Funds managed by the same investment advisor.

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

“Audited Financial Statements” means the audited consolidated balance sheet of the Consolidated Group for the fiscal year ended December 31, 2020, and the related consolidated statementsofincomeoroperations,shareholders’equityandcashflowsforsuchfiscalyearofthe Trust,theCompanyanditsSubsidiaries,includingthenotesthereto.FromandaftertheClosing, Audited Financial Statements shall mean the most recent Audited Financial Statements delivered pursuant to Section 5.05(a).

“Auto-Extension Letter of Credit”hasthemeaningspecifiedinSection 2.03(b).

“Availability Period” means in respect of the Revolving Credit Facility, the period from andincludingtheClosingDatetotheearliestof(i)theMaturityDatewithrespecttotheRevolving Credit Facility, (ii) the date of termination of the Revolving Credit Commitments pursuant to Section 2.06,and(iii)thedateofterminationofthecommitmentofeachRevolvingCreditLender to make Revolving Credit Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02.

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

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period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

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

“Bail-In Legislation”means,(a)withrespecttoanyEEAMemberCountryimplementing Article55ofDirective2014/59/EUoftheEuropeanParliamentandoftheCounciloftheEuropean Union,theimplementinglaw,rule,regulationorrequirementforsuchEEAMemberCountryfrom timetotimewhichisdescribedintheEUBail-InLegislationSchedule,and(b)withrespecttothe UnitedKingdom,PartIoftheUnitedKingdomBankingAct2009(asamendedfromtimetotime) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution ofunsoundorfailingbanks,investmentfirmsorotherfinancialinstitutionsortheiraffiliates(other than through liquidation, administration or other insolvency proceedings).

“Bank of America”meansBankofAmerica,N.A.,anditssuccessors.

“Base Rate”meansforanydayafluctuatingrateofinterestperannumequaltothehighest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” (c) the EurodollarRateTerm SOFR (as defined in clause (b) of the definition thereof)plus1.00%and(d)1.00%.The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’scostsanddesiredreturn,generaleconomicconditionsandotherfactors,andisusedas areferencepointforpricingsomeloans,whichmaybepricedat,above,orbelowsuchannounced rate.AnychangeinsuchprimerateannouncedbyBankofAmericashalltakeeffectattheopening of business on the day specified in the public announcement of such change.If the Base Rate is beingusedasanalternaterateofinterestpursuanttoSection 3.03hereof,thentheBaseRateshall bethegreatestofclauses (a), (b)and(d)aboveandshallbedeterminedwithoutreferencetoclause (c) above.

“Base Rate Loan”meansaRevolvingCreditLoan,aTermA-1LoanoraTermA-2Loan that bears interest based on the Base Rate.All Base Rate Loans are only available to U.S. Borrowers and shall be denominated in Dollars.

“Benchmark” means, initially, LIBOR; provided that if a replacement of the Benchmark has occurred pursuant to Section 3.03(c) then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate.Anyreferenceto“Benchmark”shallinclude,asapplicable,thepublishedcomponentusedin the calculation thereof.

“Benchmark Replacement” means:

(1) For purposes of Section 3.03(c)(i), the first alternative set forth below that can be determined by the Administrative Agent:

(a) TermSOFR,or

(b) DailySOFR;

provided that, if initially LIBOR is replaced with the rate contained in clause (b) above (Daily SOFR plus the applicable spread adjustment) and subsequent to such replacement, the Administrative Agent

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determines that Term SOFR has become available and is administratively feasibleforthe Administrative Agentin itssolediscretion,and the Administrative Agent notifies the Company and each Lender of such availability, then the Administrative Agent may, with the consent of the Company, amend this Agreement to provide for the availability of Dollar- denominated Loans hereunder as Term SOFR Loans in a form reasonably acceptable to the AdministrativeAgent,togetherwithanyBenchmarkReplacementConformingChanges,andsuch amendment shall become effective no less than thirty (30) days after the date of such notice; and

2)ForpurposesofSection 3.03(c)(ii),thesumof(a)thealternatebenchmarkrate and (b) anadjustment(whichmaybeapositiveornegativevalueorzero),ineachcase,thathasbeen selectedbytheAdministrativeAgentandtheCompanyasthereplacementBenchmarkgivingdue consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by a Relevant Governmental Body, for Dollar-denominated syndicated credit facilities at such time;

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

AnyBenchmarkReplacementshallbeappliedinamannerconsistentwithmarketpractice;provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Benchmark Replacement shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

“Benchmark Replacement Conforming Changes” means, with respect to any BenchmarkReplacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereofbytheAdministrativeAgentinamannersubstantiallyconsistentwithmarketpractice(or, if the Administrative Agent decides that adoption of any portion of such market practice is not administrativelyfeasibleoriftheAdministrativeAgentdeterminesthatnomarketpracticeforthe administrationofsuchBenchmarkReplacementexists,insuchothermannerofadministrationas theAdministrativeAgentdecidesisreasonablynecessaryinconnectionwiththeadministrationof this Agreement and the other Loan Documents).

“Benchmark Transition Event” means, with respect to any then-current Benchmark otherthanLIBOR,theoccurrenceofapublicstatementorpublicationofinformationbyoronbehalfofthe administrator of the then-current Benchmark or a Governmental Authority with jurisdictionover such administrator announcing or stating that all Available Tenors are or will no longer berepresentative,ormadeavailable,orusedfordeterminingtheinterestrateofloans,orshallorwillotherwise cease, provided that, at the time of such statement or publication, there is no successoradministrator that is satisfactory to the Administrative Agent, that will continue to provide anyrepresentative tenors of such Benchmark after such specific date.

“Beneficial Ownership Certification”meansacertificationregardingbeneficialownership requiredbytheBeneficialOwnershipRegulation,whichcertificationshallbesubstantiallysimilar in form

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and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May, 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

“Beneficial Ownership Regulation”means31C.F.R.§1010.230.

“Benefit Plan” meansany of (a)an “employee benefit plan”(as defined in ERISA) that is subjecttoTitleI of ERISA,(b) a“plan” as definedin andsubjecttoSection4975 ofthe Code or

(b)any Person whose assets include (for purposes of ERISA Section3(42) or otherwise for purposes of Title I of ERISA or Section4975 of the Code) the assets of any such “employee benefit plan” or “plan.”

“Board”hasthemeaningspecifiedinthedefinitionoftheterm“Change of Control”inthis Section 1.01.

“Bookrunners” means BofA Securities, Inc., Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., and Capital One,National Association, intheir capacity as joint bookrunners.

“Borrower”and“Borrowers”havethemeaningspecifiedintheintroductoryparagraph

hereto.

“Borrower Guaranty”meanstheGuarantymadebytheCompanyandeachDesignated

BorrowerthatisaDomesticSubsidiaryinfavoroftheAdministrativeAgent,forthebenefitofthe Lenders, pursuant to Article XI.

“Borrower Materials”hasthemeaningspecifiedinSection 10.02 (c).

“Borrowing”meansaRevolvingCreditBorrowing,aTermA-1Borrowing,oraTermA-2 Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located; provided that;:

(a)if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect ofanysuchAlternativeCurrencyLoan,oranyotherdealingsinEurotobecarriedoutpursuantto this Agreement in respect of any such Alternative Currency Loan, means a Business Day that is also a TARGET Day;

(b)if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in Sterling, means a day other than a day banks are closed for general business in London because such day is a Saturday, Sunday or a legal holiday under the laws of the United Kingdom;

(c)if such day relates to any interest rate settings as to an Alternative Currency Loan

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denominated in a currency other than Euro or Sterling, means any such day on which dealings indeposits in the relevant currency are conducted by and between banks in the applicable offshoreinterbank market for such currency; and

(d)(c)ifsuchdayrelatestoanyfundings,disbursements,settlementsandpaymentsin acurrencyotherthanEuroinrespectofanAlternativeCurrencyLoandenominatedinacurrency other than Euro, or any other dealings in any currency other than Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“Capital Expenditure Reserve” means (i) $0.10 per square foot of leasable space (as annualizedfortheapplicableownershipperiod)forindustrialProperties,(ii)$0.15persquarefoot ofleasablespace(asannualizedfortheapplicableownershipperiod)forretailProperties,(iii) $0.25 per square foot of leasable space (as annualized for the applicable ownership period) for office Properties and (iv) $200 per unit (as annualized for the applicable ownership period) for residential Properties.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rentorotheramountsunderanyleaseof(orotherarrangementconveyingtherighttouse)realor personal property, or a combination thereof, which obligations are required to be classified and accountedforascapitalleasesonabalancesheetofsuchPersonunderGAAP,andtheamountof such obligations shall be the capitalized amount thereof determined in accordance with GAAP. Notwithstanding anything to the contrary contained in Section 1.03(b) or in this definition of “Capital Lease Obligations,” in the event of an accounting change requiring certain leases to be capitalized, only those leases that would have otherwise constituted capital leases in conformity with GAAP as of December 31, 2018, shall be considered capital leases.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent,forthebenefitoftheAdministrativeAgent,oneormoreoftheL/CIssuersortheLenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the L/C Issuer(s)benefitingfromsuchcollateralshallagreeintheirsolediscretion,othercreditsupport,in each case pursuant to documentation in form and substance satisfactory to the Administrative AgentandtheapplicableL/CIssuer(s).“Cash Collateral”shallhaveameaningcorrelativetothe foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Collateral Account”hasthemeaningsetforthinSection 2.03(o).

“Cash Equivalents” means, as of any date:securities issued or directly and fully guaranteed or insured by the United StatesGovernmentoranyagencyorinstrumentalitythereofhavingmaturitiesofnotmore than one year from such date;

(i)mutual funds organizedunder the Investment Company Act rated AAm or AAm-G by S&P and P-1 by Moody’s;

(ii)certificatesofdepositorotherinterest-bearingobligationsofabankortrust

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company which is a member in good standing of the Federal Reserve System having a short term unsecured debt rating of not less than A-1 by S&P and not less than P-1 by Moody’s (or in each case, if no bank or trust company is so rated, the highest comparable rating then given to any bank or trust company, but in such case only for funds invested overnightoroveraweekend)provided thatsuchinvestmentsshallmatureorberedeemable upontheoptionoftheholdersthereofonorpriortoadateonemonthfromthedateoftheir purchase;

(iii)certificatesofdepositorotherinterest-bearingobligationsofabankortrust company which is a member in good standing of the Federal Reserve System having a short term unsecured debt rating of not less than A-1+ by S&P and not less than P-1 by Moody’sandwhichhasalongtermunsecureddebtratingofnotlessthanA1byMoody’s (orineachcase,ifnobankortrustcompanyissorated,thehighestcomparableratingthen given to any bank or trust company, but in such case only for funds invested overnight or over a weekend) provided that such investments shall mature or be redeemable upon the option of the holders thereof on or prior to a date three months from the date of their purchase;

(iv)bondsorotherobligationshavingashorttermunsecureddebtratingofnot less than A-1+ by S&P and P-1+ by Moody’s and having a long term debt rating of not less than A1 by Moody’s issued by or by authority of any state of the United States, any territory or possession of the United States, including the Commonwealth of Puerto Rico and agencies thereof, or any political subdivision of any of the foregoing;

(v)repurchaseagreementsissuedbyanentityratednotlessthanA-1+byS&P, and not less than P-1 by Moody’s which are secured by United States Government securitiesofthetypedescribedinclause (i)ofthisdefinitionmaturingonorpriortoadate one month from the date the repurchase agreement is entered into;

(vi)short term promissory notes rated not less than A-1+ by S&P, and not less than P-1 byMoody’s maturing or tobe redeemable upon theoption ofthe holders thereof on or prior to a date one month from the date of their purchase; and

(vii)commercial paper (having original maturities of not more than 365 days) ratedatleastA-1+byS&PandP-1byMoody’sandissuedbyaforeignordomesticissuer who, at the time of the investment, has outstanding long-term unsecured debt obligations rated at least A1 by Moody’s.

“Change in Law”meanstheoccurrence,aftertheClosingDate,ofanyofthefollowing: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule,regulation(includingwithoutlimitationRegulationD)ortreatyorintheadministration, interpretation, implementation or application thereof by any Governmental Authority or (c) the makingorissuanceofanyrequest,rule,guidelineordirective(whetherornothavingtheforceof law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines or

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directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuanttoBaselIII,shallineachcasebedeemedtobea“ChangeinLaw,”regardlessofthedate enacted, adopted, issued, or implemented.

“Change of Control”means the occurrence ofany one of thefollowingevents(otherthan to the extent permitted under Section 7.03):

(a)duringanytwelve(12)monthperiodonoraftertheClosingDate,individualswho at the beginning of such period constituted the Board of Directors or Trustees of Trust (the “Board”) (together with any new directors whose election by the Board or whose nomination for electionbytheshareholdersofTrustwasapprovedbyavoteofatleastamajorityofthemembers oftheBoardtheninofficewhoeitherweremembersoftheBoardatthebeginningofsuchperiod or whose election or nomination for election was previously so approved) cease for any reason (otherthandeathordisability)toconstituteamajorityofthemembersoftheBoardtheninoffice;

(b)any Person or group (as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but excluding any employee benefit plan of such Person or its subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and the rules and regulations thereunder) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) ofapercentage(basedonvotingpower,intheeventdifferentclassesofstockshallhavedifferent voting powers) of the voting stock of Trust equal to at least thirty percent (30%);

(c)Trust consolidates with, is acquired by, or merges into or with any Person (other than a consolidation or merger in which Trust is the continuing or surviving entity);

(d)Trustfailstoown, directlyorindirectly, fifty-onepercent (51%)of theOwnership InterestsoftheCompanyandbethe solegeneralpartneroftheCompany;or

(e)theCompanyceasestoown,directlyorindirectly,alloftheEquityInterests(except directors'qualifyingshares)inanyoftheDesignatedBorrowers,freeandclearofallLiensexcept Permitted Equity Encumbrances.

“Closing Date”meansthefirstdatealltheconditionsprecedentinSection 4.01aresatisfied or waived in accordance with Section 10.01.

“CME” means CME Group Benchmark Administration Limited.“Code” means the Internal Revenue Code of 1986.

“Commitment”meansaTermA-1Commitment,aTermA-2CommitmentoraRevolving Credit Commitment, as the context may require.

“Committed Loan Notice” means a notice of (a) a Term A-1 Borrowing, (b) a Term A-2 Borrowing,(c)aRevolvingCreditBorrowing,(d)aconversionofLoansfromoneTypetoanother,

(e)a continuation of Eurodollar RateTerm SOFRLoans, or (f) a continuation of Alternative Currency Term Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or

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such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Company.

“Communication” means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.

“Company” has the meaning specified in the introductory paragraph hereto. “Compliance Certificate”meansacertificatesubstantiallyintheformofExhibit D.

“Conforming Changes” means, with respect to the use, administration of or any conventions associated with SONIAany of SOFR, Daily Simple SOFR, Term SOFR, anyAlternative Currency Daily Rate, any Alternative Currency Term Rate, any Relevant Rateor any proposed Successor Rate for an Agreed Currency, as applicable, any conforming changes to the definitions ofrelated thereto, including “Base Rate”, “Daily Simple SOFR”, “SOFR”, “TermSOFR”, “Term SOFR Screen Rate”,“SONIA”, and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitiondefinitionsof “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice for such Agreed Currency(or,iftheAdministrativeAgentdeterminesthatadoptionofanyportionofsuchmarket practice is not administratively feasible or that no market practice for the administration of such rateforsuchAgreedCurrencyexists,insuchothermannerofadministrationastheAdministrative AgentdeterminesisreasonablynecessaryinconnectionwiththeadministrationofthisAgreement and any other Loan Document).

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

“Consolidated Debt Service” means, for any period, without duplication, (a) Recurring Interest Expense for such period plus (b) the aggregate amount of scheduled principal payments attributabletoTotalIndebtedness(excludingoptionalprepaymentsandprepaymentpremiumsand scheduledballoonprincipalpaymentsinrespectofanysuchIndebtednesswhichisnotamortized throughperiodicinstallmentsofprincipalandinterestoverthetermofsuchIndebtedness)required tobemadeduringsuchperiodbyanymemberoftheConsolidatedGroupplus(c)apercentageof all such scheduled principal payments required to be made during such period by any Unconsolidated Affiliate on Indebtedness (excluding optional prepayments and prepayment premiumsandscheduledballoonprincipalpaymentswithrespecttoanysuchindebtednesswhich is not amortized through periodic installments of principal and interest over the term of such Indebtedness)takenintoaccountincalculatingRecurringInterestExpense,equaltothegreaterof

(x) the percentage of the principal amount of such Indebtedness for which any member of the Consolidated Group is liable and (y) the Consolidated Group Pro Rata Share of such Unconsolidated Affiliate.

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“Consolidated EBITDA”meansConsolidatedNetIncomeplus(a)adjustmentsforstraight linerentifnototherwiseincludedinConsolidatedNetIncomeplus(b)totheextentdeductedfrom revenuesindeterminingConsolidatedNetIncome,(i)interestexpense,(ii)expensefortaxespaid oraccrued,(iii)depreciation,(iv)amortization,(v)impairmentcharges,(vi)amountsdeductedas a result of the application of FASB ASC 805 as it pertains to above-market rents, (vii) non-cash expenses related to employee and trustee stock and stock option plans, (viii) non-recurring financing, acquisition and disposition related fees and costs, (ix) extraordinary losses incurred other than in the ordinary course of business, (x) Performance Fee expense, provided that any addback of such expense pursuant to this clause (x) will only be permitted if the Company, the TrustandtheAdvisorhaveexecutedasubordinationagreementsubstantiallyintheformattached asExhibit LheretoorotherwiseontermsreasonablyacceptabletotheAdministrativeAgent(and such subordination agreement is in effect at the time of such addback) and the Performance Fee associated with such addback is not paid in contravention of the terms thereof (it being acknowledgedandagreedthatasubordinationagreementisnotrequiredtobeexecutedorineffect unless the Company desires to add back Performance Fee expense as provided in this clause (x)) and(xi)intheCompany’sreasonablediscretion,othernon-cashchargesforsuchperiod,minus

(c) to the extent included in Consolidated Net Income, (i) amounts added as a result of the application of FASB ASC 805 as it pertains to below-market rents and (ii) extraordinary or non- recurringgainsrealizedotherthanintheordinarycourseofbusiness.Fortheavoidanceofdoubt, Consolidated EBITDA shall not include gains and losses from asset sales.

“Consolidated Fixed Charge Coverage Ratio” means the ratio of Adjusted EBITDA to Fixed Charges.

“Consolidated Group”shallmeanmeanstheTrust,theCompanyandallSubsidiarieswhich are required to be consolidated with them for financial reporting purposes under GAAP.

“Consolidated Group Pro Rata Share” shall meanmeans, with respect to any Unconsolidated Affiliate, the pro rata share of the ownership interests held by the Consolidated Group, in the aggregate, in such Unconsolidated Affiliate, without duplication.

“Consolidated Leverage Ratio” means, at any date of determination, the sum of Total Indebtedness as of such date plus the Master Lease Obligations as of such date divided by Total Asset Value as of such date, expressed as a percentage.

“Consolidated Net Income”shallmeanmeans,foranyperiod,thesum,withoutduplication, of(i)netearnings(orloss)aftertaxesoftheConsolidatedGroup(adjustedbyeliminatinganysuch earnings or loss attributable to Unconsolidated Affiliates) plus (ii) the applicable Consolidated GroupProRataShareofnetearnings(orloss)ofallUnconsolidatedAffiliatesforsuchperiod,in each case determined in accordance with GAAP (provided, however, that lease payments attributabletoSale-LeasebackMasterLeaseswhicharegenerallyexcludedfrom“consolidatednet income” inaccordance with GAAP shall nonetheless be included as earnings for purposes of this definition).

“Consolidated Tangible Net Worth” means, at any time, total assets (excluding accumulated depreciation and amortization and excluding intangible assets) of the Consolidated Group minus total liabilities of the Consolidated Group, calculated in accordance with GAAP. However, for the purpose of this calculation, intangible assets resulting from the application of FASB ASC 805 shall not be excluded from Consolidated Tangible Net Worth.

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

“Control” means the possession, directly or indirectly, of the power to direct or cause the directionofthemanagementorpoliciesofaPerson,whetherthroughtheabilitytoexercisevoting power, by contract or otherwise.“Controlling” and “Controlled” have meanings correlative thereto.

“Covered Entity”hasthemeaningspecifiedinSection 10.24(b).

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

“Creditor Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuers and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons to whom the Obligations are owing.

“Current Appraisal” has the meaning specified in the definition of the term “Property Value” in this Section 1.01.

“Daily Simple SOFR” means the rate per annum equal to SOFR determined for any day pursuanttothedefinitionthereofplustheSOFRAdjustment.AnychangeinDailySimpleSOFR shallbeeffectivefromandincludingthedateofsuchchangewithoutfurthernotice.Iftherateas so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement and the other Loan Documents.

“Daily SOFR Loan” means a Loan that bears interest at a rate based on Daily SimpleSOFR. All Daily SOFR Loans shall be denominated in Dollars.

“Debt Instrument”meansanyinstrumentevidencingadebt,includingmortgagenotesand mezzanine notes.

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

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

“Default Rate”means(a)whenusedwithrespecttoObligationsotherthanLetterofCredit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a EurodollarRateTerm SOFRLoan,aLIBORDailyFloatingRateSOFRLoanoranAlternativeCurrencyLoan, theDefaultRateshallbeaninterestrateequaltotheinterestrate(includinganyApplicableRate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.

“Defaulting Lender”means,subjecttoSection 2.17(b),anyLenderthat(a)hasfailedto(i) fund all or any portion of its Loans within three Business Days of the date such Loans were required to be

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funded hereunder unless such Lender notifies the Administrative Agent and the CompanyinwritingthatsuchfailureistheresultofsuchLender’sdeterminationthatoneormore conditionsprecedenttofunding(eachofwhichconditionsprecedent,togetherwithanyapplicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer or any other Lender any other amount required to be paid byithereunder(includinginrespectofitsparticipationinLettersofCredit)withinthreeBusiness Days of the date when due, (b) has notified the Company, the Administrative Agent or any L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’sdeterminationthataconditionprecedenttofunding(whichconditionprecedent,together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within five Business Days after written request by the Administrative Agent orthe Company, to confirm in writingto the Administrative Agent and the Company that it will comply with its prospective funding obligations hereunder subject to and in accordancewiththetermshereof(provided that suchLendershallceasetobeaDefaultingLender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subjectofaproceedingunderanyDebtorReliefLaw,(ii)hadappointedforitareceiver,custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged withreorganizationorliquidationofitsbusinessorassets,includingtheFederalDepositInsurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solelybyvirtueoftheownershiporacquisitionofanyEquityInterestinthatLenderoranydirect or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts withintheUnitedStatesorfromtheenforcementofjudgmentsorwritsofattachmentonitsassets orpermitsuchLender(orsuchGovernmentalAuthority)toreject,repudiate,disavowordisaffirm any contracts or agreements made with such Lender.Any determination by the Administrative AgentthataLenderisaDefaultingLenderunderanyoneormoreofclauses (a)through(d)above, andoftheeffectivedateofsuchstatus,shallbeprimafacieevidencethereof,absentmanifesterror, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Company, each L/C Issuer and each other Lender promptly following such determination.

“Designated Borrower”hasthemeaningspecifiedintheintroductoryparagraphhereto.

“Designated Borrower Notice”meansthenoticesubstantiallyintheformofExhibit J.

“Designated Borrower Request and Assumption Agreement” means the notice substantially in the form of Exhibit I.

“Designated Jurisdiction” means any country, regionor territory to the extent that such country, regionor territory itself, or any Governmental Authority of any such country, region orterritory,is the subject of any Sanction.

“Disposition” or “Dispose” means the sale, transfer, assignment, contribution, license, lease or other disposition (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction and

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any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Dividing Person” has the meaning assigned to it in the definition of “Division.” “Division” means the division of the assets, liabilities and/or obligations of a Person (the Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor” means any Person that, upon the consummation of a Division of a DividingPerson,holdsalloranyportionoftheassets,liabilitiesand/orobligationspreviouslyheld by such Dividing Person immediately prior to the consummation of such Division.A Dividing Personwhichretainsanyofitsassets,liabilitiesand/orobligationsafteraDivisionshallbedeemed a Division Successor upon the occurrence of such Division.

“Dollar”and“$”meanlawfulmoneyoftheUnitedStates.

“Dollar Equivalent”means,foranyamount,atthetimeofdeterminationthereof,(a)ifsuch amount is expressed in Dollars, such amount, (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase of Dollars with the Alternative Currency last provided (either by publication or otherwiseprovidedtotheAdministrativeAgentortheapplicableL/CIssuer,asapplicable)bythe applicable Bloomberg source (or such other publicly available source for displaying exchange rates) on thedate that is two (2) Business Days immediately preceding the date of determination (orifsuchserviceceasestobeavailableorceasestoprovidesuchrateofexchange,theequivalent ofsuchamountinDollarsasdeterminedbytheAdministrativeAgentortheapplicableL/CIssuer, asapplicableusinganymethodofdeterminationitdeemsappropriateinitssolediscretion)and

(c)ifsuchamountisdenominatedinanyothercurrency,theequivalentofsuchamountinDollars as determined by the Administrative Agent or the applicable L/C Issuer, as applicable, using any method of determination it deems appropriate in its sole discretion. Any determination by the Administrative Agent or the applicable L/C Issuer pursuant to clauses (b) or (c) above shall be conclusive absent manifest error.

“Dollar Tranche Commitment” means, as to each Revolving Credit Lender, its obligation to(a)makeDollarTrancheLoanstotheCompanypursuanttoSection 2.01(c)(i),and(b)purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the Dollar Equivalent of the amount set forth opposite such Lender’s name on Schedule 2.01A under the caption “Dollar Tranche Commitment” oroppositesuchcaptioninthe Assignment and Assumption or New Lender Joinder Agreement pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Dollar Tranche Lender” means a Revolving Credit Lender with a Dollar Tranche Commitment or an outstanding Dollar Tranche Loan.

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“Dollar Tranche Loan”hasthemeaningspecifiedinSection 2.01(c)(i).

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of a state within the United States or the District of Columbia.

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

“Early Opt-in Election”meanstheoccurrenceof:

(1)a determination by the Administrative Agent, or a notification by the Company to the Administrative Agent that the Company has made a determination, that Dollar-denominated syndicated credit facilities currently being executed, or that include language similar to that containedinSection 3.03(c),arebeingexecutedoramended(asapplicable)toincorporateoradopt a new benchmark interest rate to replace LIBOR, and

(2)thejointelectionbytheAdministrativeAgentandtheCompanytoreplaceLIBOR with a Benchmark Replacement and the provision by the Administrative Agent of written notice of such election to the Lenders.

“EEA Financial Institution”means(a)anycreditinstitutionorinvestmentfirmestablished inanyEEAMemberCountrywhichissubjecttothesupervisionofanEEAResolutionAuthority,

(b)anyentityestablishedinanEEAMemberCountrywhichisaparentofaninstitutiondescribed in clause (a) of this definition, or (c) any financial institution established in an EEA Member CountrywhichisaSubsidiaryofaninstitutiondescribedinclauses (a)or(b)ofthisdefinitionand is subject to consolidated supervision with its parent.

“EEA Member Country”meansanyofthememberstatesoftheEuropeanUnion,Iceland, Liechtenstein, and Norway.

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

“Electronic Copy”shallhavethemeaningspecifiedinSection 10.17.

“Electronic Record”and“Electronic Signature”shallhavethemeaningsassignedtothem, respectively, by 15 USC §7006, as it may be amended from time to time.

“Eligible Assignee”meansanyPersonthatmeetstherequirementstobeanassigneeunder Section 10.06(b)(iii), and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).

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“Eligible Cash 1031 Proceeds”meansthecashproceedsheldbya“qualifiedintermediary” fromthe sale of a Property by the Company or aSubsidiary,which cashproceeds areintendedto be used by the qualified intermediary to acquire one or more “replacement properties” that are of “like-kind”tosuchPropertyinanexchangethatqualifiesasatax-deferredexchangeunderSection 1031 of the Code and the Treasury Regulations promulgated thereunder (the “Regulations”), and noportionofwhichcashproceedstheCompanyoranySubsidiaryhastherighttoreceive,pledge, borrow or otherwise obtain the benefits of until the earlier of (i) such time as provided under Regulation Section 1.1031(k)-1(g)(6) and the applicable “exchange agreement” or (ii) such exchangeisterminatedinaccordancewiththe“exchangeagreement”andtheRegulations.Upon the cash proceeds no longer being held by the qualified intermediary pursuant to the Regulations or otherwise qualifying under the Regulations for like-kind exchange treatment, such proceeds shall cease being Eligible Cash 1031 Proceeds.Terms in quotations in this definition shall have the meanings ascribed to such terms in the Regulations.

“Eligible Currency”meansanylawfulcurrencyotherthanDollarsthatisreadilyavailable, freely transferable and convertible into Dollars in the international interbank market available to the Lenders or the L/C Issuers, as applicable,in such market and as to which a Dollar Equivalent maybereadilycalculated.If,afterthedesignationbytheLenders or the L/C Issuers, as applicable,of any currency as an Alternative Currency (or if, with respect to any currency that constitutes anAlternative Currency on the Closing Date, after the Closing Date),anychangeincurrencycontrols or exchange regulations or any change in the national or international financial, political or economicconditionsareimposedinthecountryinwhichsuchcurrencyisissued,resultin,inthe reasonableopinionoftheAdministrativeAgent(inthecaseofanyLoanstobedenominatedinan Alternative Currency) or the applicable L/C Issuer(s) (in the case of any Letter of Credit to be denominated in an Alternative Currency), (a) such currency no longer being readily available, freely transferable and convertible into Dollars, (b) a Dollar Equivalent is no longer readily calculable with respect to such currency, (c) providing such currency is impracticable for the Lenders or the L/C Issuers, as applicable, or (d) no longer a currency in which the Required Tranche Lenders are willing to makesuch CreditExtensions(each of clauses (a), (b), (c), and (d) a“Disqualifying Event”),thentheAdministrativeAgentshallpromptlynotifytheLendersandthe Company,andsuchcountry’scurrencyshallnolongerbeanAlternativeCurrencyuntilsuchtime as the Disqualifying Event(s) no longer exist(s). Within five (5) Business Days after receipt of such notice from the Administrative Agent, the Borrowers shall repay all Loans in such currency towhichtheDisqualifyingEventappliesorconvertsuchLoansintotheDollarEquivalentofLoans in Dollars, subject to the other terms contained herein.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws (including common law), regulations, ordinances, rules, judgments, orders, decrees or governmental restrictions relating to pollution and the protection of human health and safety, the environment and natural resources or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liabilityfordamages,costsofenvironmentalremediation,fines,penaltiesorindemnities),whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or commonlaw,directlyorindirectlyrelatingto(a)anyEnvironmentalLaw,(b)thegeneration,use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) therelease or threatened release of anyHazardousMaterials into

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theenvironmentor(e)anycontract,agreementorotherconsensualarrangementpursuanttowhich liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition fromsuch Personof shares of capital stockof (or other ownership or profitinterestsin) such Person,allofthe securities convertibleintoorexchangeableforshares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), andalloftheotherownershiporprofitinterestsinsuchPerson(includingpartnership,memberor trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA”meanstheEmployeeRetirementIncomeSecurityActof1974,asamended,and the rules and regulations promulgated thereunder.

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

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section4001(a)(2)ofERISAoracessationofoperationsthatistreatedassuchawithdrawalunder Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA AffiliatefromaMultiemployerPlanornotificationthataMultiemployerPlanisinreorganization;

(d) the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer,anyPensionPlan;(g)thedeterminationthatanyPensionPlanisconsideredanat-risk planwithinthemeaningofSection430oftheCodeorSection303ofERISAorthedetermination that any Multiemployer Plan is considered a plan in endangered or critical status within the meaning of Sections 431 and 432 of the Code or Sections 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate.

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

(a)for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate as administered by ICE Benchmark Administration(oranyotherPersonthattakesovertheadministrationofsuchrateforDollars)foraperiodequal in length to such Interest Period (“LIBOR”) as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the

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Administrative Agent from time to time in its reasonable discretion) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, forDollardeposits(fordeliveryonthefirstdayofsuchInterestPeriod)withatermequivalenttosuch Interest Period; and

(b)foranyinterestcalculationwithrespecttoclause(c)ofthedefinitionofBaseRate onanydate,therateperannumequaltoLIBOR,atorabout11:00a.m.,Londontimedetermined on such date for Dollar deposits with a term of one month commencing that day; and

(c)if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement and the other Loan Documents.

“Eurodollar Rate Loan”meansaRevolvingCreditLoan,aTermA-1LoanoraTermA-2 Loan that bears interest at a rate based on clause (a) of the definition of the Eurodollar Rate.All EurodollarRate Loansare onlyavailable to U.S. Borrowersand shall bedenominated in Dollars.

“Event of Default”hasthemeaningspecifiedinSection 8.01.

“Exchange Act” has the meaning specified in the definition of the term “Change of Control” in this Section 1.01.

“Exchange Beneficial Interest” means a beneficial interest in a Delaware statutory trust that owns an Exchange Property.

“Exchange Debt Investments”meanspurchasemoneyfinancingprovidedtoanExchange PropertyInvestorinconnectionwiththeExchange Program,secured bythe Exchange Beneficial Interests or tenant in common interest of the Exchange Property Investor.

“Exchange Depositor” means each Subsidiary that is the depositor under a Delaware statutory trust that is part of the Exchange Program.

“Exchange Fee Titleholder”meanstheentitywhichistheownerofaPropertypursuantto anexchangethatqualifies,qualified,orisintendedtoqualify,asareverseexchangeunderSection 1031 of the Code, which Property is master leased to a Domestic Subsidiary of the Company during the period before the exchange is either completed or fails.

“Exchange Program” means the program whereby Affiliates of the Company will cause (a)(i) the formation of a Delaware statutory trust which will receive contributions of Properties fromtheCompanyoranAffiliateoftheCompanyoracquirePropertiesfromthirdparties,ineach case whichPropertieswillbecomeExchangePropertiesuponadditiontotheExchangeProgram, and (ii) the sale of beneficial ownership interests in such Delaware statutory trust to Exchange Property Investors or (b) the sale of tenant in common interests in Properties owned by the Company or an Affiliate of the Company to Exchange Property Investors, and in each case will master lease such Properties to an Affiliate of the Company (which master leases may be guaranteed by the Company or the Trust).

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“Exchange Property” means a Property owned directly or indirectly by a Delaware statutory trust or TIC Owners in connection with the Exchange Program, provided that any such Property shall constitute an Exchange Property only so long as it is master leased to an Affiliate of the Company which master lease may be guaranteed by the Company and/or the Trust.

“Exchange Property Investor” means any owner of an Exchange Beneficial Interest or owners of tenant in common interests in Properties (“TIC Owners”).

“Exchange Property Master Lease”meansaMasterLeasepursuanttowhichanExchange Property is master leased to an Affiliate of the Company.

“Exchange Property Owner” means the Delaware statutory trust or TIC Owners owning directly or indirectly an Exchange Property.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any RecipientorrequiredtobewithheldordeductedfromapaymenttoaRecipient:(a)Taxesimposed on or measured by net income (however denominated), franchise or similar Taxes, and branch profits or similar Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office locatedin,thejurisdictionimposingsuchTax(oranypoliticalsubdivisionthereof)or(ii)thatare Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the CompanyunderSection 10.13)or(ii)suchLenderchangesitsLendingOffice,exceptineachcase to the extent that, pursuant to Section 3.01(b) or (d), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto ortosuchLenderimmediatelybeforeitchangeditsLendingOffice,(c)Taxesattributabletosuch Recipient’sfailureorinabilitytocomplywithSection 3.01(g)and(d)anyU.S.federalwithholding Taxes imposed pursuant to FATCA.

“Existing Credit Agreement”meansthatcertainSecondAmendedandRestatedCreditand Term Loan Agreement dated as of January 11, 2019, among the Company, the Administrative Agent and the Lenders parties thereto, as amended prior to the date hereof.

“Existing Letters of Credit”meansthelettersofcreditlistedonSchedule 2.03.

“Existing Maturity Date” has the meaning specified in Section 2.14(a).

“Existing Revolving Credit Loans”means the Loans listed on Schedule 2.01(b) under the heading “Existing Revolving Credit Loans”.

“Existing Term Loans” means the Loans listed on Schedule 2.01(b) under the heading “Existing Term Loans”.

“Exiting Lender”hasthemeaningsetforthinSection 10.22.

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“Facility” means the Term A-1 Facility, the Term A-2 Facility or the Revolving Credit Facility, as the context may require, and “Facilities” means a collective reference to the Term A- 1 Facility, the Term A-2 Facility and the Revolving Credit Facility.

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

“FATCA” meansSections1471through1474oftheCode,asoftheClosingDate(orany amendedorsuccessorversionthatissubstantivelycomparableandnotmateriallymoreonerousto complywith),anycurrentorfutureregulationsorofficialinterpretationsthereof,anyagreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.

“Federal Funds Rate”shallmeanmeans, foranyday, therateper annum calculatedbythe FederalReserveBankofNewYorkbasedonsuchday’sfederalfundstransactionsbydepository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forthonitspublicwebsitefromtimetotime)andpublishedonthenextsucceedingBusinessDay by the Federal ReserveBank of NewYork as the federal funds effective rate; provided that if the FederalFundsRateassodeterminedwouldbelessthanzero,suchrateshallbedeemedtobezero for purposes of this Agreement and the other Loan Documents.

“Fee Letter”meanscollectivelythe(a)letteragreement,datedSeptember13,2021,among the Company, the Administrative Agent and BofA Securities, Inc., as an Arranger, and (b) any letteragreementsenteredintoamongtheCompanyandtheotherArrangerswithrespecttoarranger fees payable to such other Arrangers in connection with the arrangement of commitments under this Agreement.

“Federal Reserve System” means the Federal Reserve System of the United States.

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

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“Financial Metrics” has the meaning specified in Section 7.09(i). “First Amendment Effective Date” means July 18, 2022.

“First Mortgage Investments” means any loan or advance from any member of the ConsolidatedGrouptotheFirstMortgageInvestmentMortgagorsecuredbyanyrealestateowned by the First Mortgage Investment Mortgagor (or any related party) and secured by a first priority mortgage or deed of trust or similar security instrument in favor of the applicable lender.

“First Mortgage Investment Mortgagor”meansthemortgagorofthepropertyfinancedby the First Mortgage Investment.

“Fitch”meansFitchRatings,Inc.andanysuccessorthereto.

“Fixed Charges” means, for any period, the sum of (i) Consolidated Debt Service and (ii) all dividends actually paid on account of preferred stock or preferred operating partnership units oftheCompanyoranyotherPersonintheConsolidatedGroup(includingdividendsactuallypaid toUnconsolidatedAffiliatesbutexcludingdividendspaidtomembersoftheConsolidatedGroup).

“FMV Option” means, for each Exchange Property, the option, but not the obligation, of the Company to, directly or indirectly, purchase such Exchange Property or the Exchange Beneficial Interests relating to such Exchange Property at fair market value at any time (i) beginningonthefirsttooccurof(A)thelastdayofthe24thmonthfollowingthefinalclosingof thesaleofExchangeBeneficialInterestsortenantincommoninterests,asapplicable,and(B)the last day of the 48th month following the date the Exchange Property Owner enters into the Exchange Property Master Lease (such earlier date is the “FMV Option Start Date”) and (ii) expiringonthelastdayofthe12thmonthfollowingtheFMVOptionStartDate.Theconsideration for any such purchase shall be the issuance of units in the Company.

“Foreign Lender” means, with respect to any Borrower (a) if such Borrower is a U.S. Person,aLenderthatisnotaU.S.Person,and(b)ifsuchBorrowerisnotaU.S.Person,aLender thatisresidentororganizedundertheLawsofajurisdictionotherthanthatinwhichsuchBorrower isresidentfortaxpurposes(includingsuchaLenderwhenactinginthecapacityoftheL/CIssuer). For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Obligor”meansaLoanPartythatisaForeignSubsidiary.

“Foreign Subsidiary”meansanySubsidiarythatisnotaDomesticSubsidiary.

“FRB”meanstheBoardofGovernorsoftheFederalReserveSystemoftheUnitedStates. “Fronting Exposure”means,atanytimethereisaDefaultingLender,withrespecttoany L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations otherthanL/CObligationsastowhichsuchDefaultingLender’sparticipationobligationhasbeen reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

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“Fund” means any Person (other than a natural person) that is (or will be) engaged in making,purchasing,holdingorotherwiseinvestingincommercialloansandsimilarextensionsof credit in the ordinary course of its activities.

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

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

“Guarantee Obligation” means, without duplication, any obligation of such Person guaranteeing (the “guaranteeing person”) or having the economic effect of guaranteeing any Indebtedness, leases, dividends or other obligations payable or performable by another Person (including, without limitation, any bank under any letter of credit)(the “primary obligor”) then payableorperformableinanymanner,whetherdirectlyorindirectly,including,withoutlimitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primaryobligationoranypropertyconstitutingdirectorindirectsecuritytherefor,(ii)toadvance orsupplyfunds(1)forthepurchaseorpaymentofanysuchprimaryobligationor(2)tomaintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purposeofassuringtheownerofanysuchprimaryobligationoftheabilityoftheprimaryobligor tomakepaymentofsuchprimaryobligationor(iv)otherwisetoassureorholdharmlesstheowner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the maximum stated amount of the primary obligation relating to such Guarantee Obligation (or, if less, the maximum stated liability set forth in the instrument embodying such Guarantee Obligation), provided, that in the absence of any such stated amount or stated liability, the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Company in good faith.

“Guarantors” means, collectively, the Trust, the Company, all Subsidiary Guarantors and all Investor Guarantors and, with respect to Obligations owing by any Designated Borrower, the Company and each Designated Borrower that is a Domestic Subsidiary.

“Guaranty”meanscollectivelytheguarantyfromtheTrust,andanySubsidiaryGuaranty, substantially in the forms of Exhibits F-1, and F-2, respectively, the Borrower Guaranty and any

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Investor Guaranty, each made in favor of the Administrative Agent and the Lenders, as the same may be amended, supplemented or otherwise modified from time to time.

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

“Impacted Loans”hastomeaningspecifiedinSection 3.03(a).

“Increase Effective Date” has the meaning given to such term in Section 2.15(d).

“Indebtedness” ofanyPersonatanydatemeans,withoutduplication,

(a)allindebtednessof such Person for borrowed money including without limitation any repurchase obligation or liabilityofsuchPersonwithrespecttosecurities,accountsornotesreceivablesoldbysuchPerson,

(b)allobligationsofsuchPersonforthedeferredpurchasepriceofpropertyorservices(otherthan currenttradeliabilitiesincurredintheordinarycourseofbusinessandpayableinaccordancewith customary practices), to the extent such obligations constitute indebtedness for the purposes of GAAP, (c) any other indebtedness of such Person which is evidenced by a note, bond, debenture orsimilarinstrumentandconstitutesindebtednessforthepurposesofGAAP,(d)allCapitalLease Obligations, (e) all Guarantee Obligations of such Person in respect of Indebtedness of another Person (excluding in any calculation of consolidated Indebtedness of the Consolidated Group GuaranteeObligationsofonememberoftheConsolidatedGroupinrespectofprimaryobligations ofanyothermemberoftheConsolidatedGroup),(f)thefaceamountofalllettersofcreditissued for the account of such Person and, without duplication, all unreimbursed amounts drawn thereunder,butexcludingtheunderlyingobligationforwhichtheletterofcreditisbeingprovided, if duplicative; and (g) all currently payable obligations of such Person with respect to any Swap Contracts.The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor (excluding customary limited exceptions for certain acts or types of liability such as environmentalliability,fraudandothercustomarynon-recoursecarve-outs).Notwithstandingthe foregoing, Indebtedness shall not include (a) any liability under an Exchange Property Master Lease (including any guaranty thereof by the Trust or the Company) that would otherwise constitute indebtedness for the purposes of GAAP, or (b) any Indebtedness associated with or attributed to an Exchange Property, other than the Consolidated Group’s pro rata share (correspondingtotheproratashareoftheExchangeBeneficialInterestsintheExchangeProperty Owner or the tenant in common interests that are owned by the Consolidated Group) of such Indebtedness.

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“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respecttoanypaymentmadebyoronaccountofanyobligationofanyLoanPartyunderanyLoan Document and (b) to the extent not otherwise described in clause(a), Other Taxes.

“Indemnitees”hasthemeaningspecifiedinSection 10.04(b).

“Information” has the meaning specified in Section 10.07.

“Interest Payment Date” means, (a) as to any Eurodollar RateTerm SOFRLoan and any AlternativeCurrencyTermRateLoan,thelastdayofeachInterestPeriodapplicabletosuchLoan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurodollar RateTerm SOFRLoan or an Alternative Currency Term RateLoanexceedsthree(3)months,therespectivedatesthatfalleverythree(3)monthsafterthe beginning of such Interest Period shall also be Interest Payment Dates; (b) as to any Alternative Currency Daily Rate Loan, the last Business Day of each month and the Maturity Date of the Facility under which such Loan was made, and (c) as to any Base Rate Loan or LIBOR DailyFloatingRateLoan,thelastBusinessDayofeachMarch,June,SeptemberandDecemberandthe Maturity Date of the Facility under which such Loan was made, and (d) as to any Daily SOFRLoan, the last Business Day of each month and the Maturity Date with respect to the RevolvingCredit Facility.

“Interest Period”means,astoeachEurodollarRateTerm SOFRLoanandeachAlternative CurrencyTermRateLoan,theperiodcommencingonthedatesuchLoanisdisbursedorconverted toorcontinuedasaEurodollarRateTerm SOFRLoanoranAlternativeCurrencyTermRateLoan, as applicable, and ending on the date one (1), three (3) or six (6) months thereafter (in each case, subject to availability for the interest rate applicable to the relevant currency), as selected by the Company in its Committed Loan Notice; provided that:

(a)anyInterestPeriodthatwouldotherwiseendonadaythatisnotaBusiness DayshallbeextendedtothenextsucceedingBusinessDayunlesssuchBusinessDayfalls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b)anyInterestPeriodthatbeginsonthelastBusinessDayofacalendarmonth (oronadayforwhichthereisnonumericallycorrespondingdayinthecalendarmonthat the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c)no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

“Intermediate Subsidiary Owner Guarantor” has the meaning specified in Section 6.12.

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“Investment”means,astoanyPerson,withoutduplication,anydirectorindirect acquisitionorinvestmentbysuchPerson,whetherbymeansof(a)thepurchaseorotheracquisition

ofcapitalstockorothersecuritiesofanotherPerson,(b)aloan,advanceorcapitalcontributionto, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in suchotherPersonandanyarrangementpursuanttowhichtheinvestorguaranteesIndebtednessof such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investment Grade Rating”meansacreditratingofBBB-/Baa3(ortheequivalent)or higherfromFitch,Moody’sor S&P.

“Investor Guarantor” means any shareholders, members, partners or Affiliates of the Company or the Trust that are a party to the Investor Guaranty.

“Investor Guaranty” means a guaranty which may be executed and delivered by one or moreInvestorGuarantorsinaccordancewithSection 6.14,inaformapprovedbyAdministrative Agent, which approval shall not be unreasonably withheld, delayed or conditioned, as the same may be amended, supplemented or otherwise modified from time to time.

“IP Rights” has the meaning specified in Section 5.17. “IRS”meanstheUnitedStatesInternalRevenue Service.

“ISP” means the International Standby Practices-International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time).

“Issuer Documents” means, with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by any L/C Issuer andanyBorrower(oranySubsidiary)orinfavorofsuchL/CIssuerandrelatingtosuchLetterof Credit.

“Judgment Currency”hasthemeaningspecifiedinSection 10.24.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties,rules,guidelines,regulations,ordinances,codesandadministrativeorjudicialprecedents or authorities, including the interpretation or administration thereof by any Governmental Authoritycharged with the enforcement, interpretation or administrationthereof,and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and

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agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Dollar Tranche Lender, such Dollar Tranche Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage.All L/C Advances shall be denominated in Dollars.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.All L/C Borrowings shall be denominated in Dollars.

“L/C Commitment” means, with respect to each L/C Issuer, the commitment of such L/C Issuer to issue Letters of Credit hereunder.The initial amount of each L/C Issuer’s L/C Commitment is set forth on Schedule 2.01B, or if an L/C Issuer has entered into an Assignment andAssumptionorhasotherwiseassumedanL/CCommitmentaftertheClosingDate,theamount set forth for such L/C Issuer as its L/C Commitment in the Register maintained by the AdministrativeAgent.TheL/CCommitmentofanL/CIssuermaybemodifiedfromtimetotime byagreementbetweensuchL/CIssuerandtheCompany,andnotifiedtotheAdministrativeAgent.

“L/C Credit Extension”means,withrespecttoanyLetterofCredit,theissuancethereofor extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Disbursement”meansapaymentmadebyanL/CIssuerpursuanttoaLetterofCredit.

“L/C Issuer” means each of Bank of America (through itself or through any of its designated branchofficesor,solelyinconnectionwithaLetterofCreditissuedinanAlternativeCurrencyoraLetter of Credit issued to a Foreign Obligor, any of its designated Affiliates), Wells Fargo Bank, National Association,JPMorganChaseBank,N.A.,andCapitalOne,NationalAssociation,initscapacityasissuer of Letters of Credit hereunder, and such other Lender (if any) as the Company may select as an L/CIssuerhereunderpursuanttoSection 2.03;provided thatsuchLenderhasagreedtobeanL/C Issuer.AnyL/CIssuermay,initsdiscretion,arrangeforoneormoreLettersofCredittobeissued by Affiliates of such L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.Each reference herein to the “L/CIssuer”inconnectionwithaLetterofCreditorothermattershallbedeemedtobeareference to the relevant L/C Issuer with respect thereto.

“L/C Obligations”means,atanytime,thesumof(a)theaggregateundrawnamountofall outstanding Letters of Credit at such time, including any automatic or scheduled increases provided for by the terms of such Letters of Credit, determined without regard to whether any conditionstodrawingcouldbemetatthattime,plus(b)theaggregateamountofallUnreimbursed Amounts,includingallL/CBorrowings.TheL/CObligationsofanyLenderatanytimeshallbe its Applicable Revolving Credit Percentage of the total L/C Obligations at such time.For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its termsbutanyamountmaystillbedrawnthereunderbyreasonoftheoperationofArticle29(a)of the UCP or Rule 3.13 or Rule 3.14 of the ISP or similar terms of the Letter of Credit itself, or if compliant

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documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and theobligationsoftheBorrowersandeachLendershallremaininfullforceandeffectuntiltheL/C IssuersandtheLendersshallhavenofurtherobligationstomakeanypaymentsordisbursements under any circumstances with respect to any Letter of Credit.

“Lender”hasthemeaningspecifiedintheintroductoryparagraphhereto.

“Lender Parties” and “Lender Recipient Parties” mean, collectively, the Lenders and the L/C Issuers.

“Lender Reply Period”hasthemeaningspecifiedinSection 9.10.

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

“Letter of Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder and shall include the Existing Letters of Credit.Letters of Credit may be issued in Dollars or in an Alternative Currency.

“Letter of Credit Application” means an application and agreement for the issuance or amendmentofaLetterofCreditintheformfromtimetotimeinusebytheapplicableL/CIssuer.

“Letter of Credit Fee”hasthemeaningspecifiedinSection 2.03(h).

“Letter of Credit Sublimit” means an amount equal to the lesser of the aggregate amount of all Lenders’ Dollar Tranche Commitments and $50,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility and the aggregate Dollar Tranche Commitments.

“LIBOR”hasthemeaningspecifiedinthedefinitionoftheterm“Eurodollar Rate”inthisSection 1.01.

“LIBOR Daily Floating Rate”means,foranyday,afluctuatingrateofinterestperannumequal to LIBOR, as published on the applicable Reuters screen page (or such other commercially availablesourceprovidingsuchquotationsasmaybedesignatedbytheAdministrativeAgentfrom time to time in its reasonable discretion), at or about 11:00 a.m., London time, two (2) London BankingDayspriortosuchday,forU.S.Dollardepositswithatermofone(1)monthcommencing thatday;provided thatiftheLIBORDailyFloatingRateshallbelessthanzero,suchrateshallbe deemed zero for purposes of this Agreement and the other Loan Documents.

“LIBOR Daily Floating Rate Loan” means a Revolving Credit Loan that bears interest ataratebasedupontheLIBORDailyFloatingRate.AllLIBORDailyFloatingRateLoansareonly available to U.S. Borrowers and shall be denominated in Dollars.

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“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,easement,right-of-wayorotherencumbranceontitletorealproperty,lien(statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale orothertitleretentionagreement,andanyfinancingleasehavingsubstantiallythesameeconomic effect as any of the foregoing).

“Loan”meansanextensionofcreditbyaLendertoaBorrowerunderArticle IIintheform of a Term A-1 Loan, a Term A-2 Loan or a Revolving Credit Loan.

“Loan Documents” means this Agreement, including schedules and exhibits hereto, each Note,eachIssuerDocument,eachDesignatedBorrowerRequestandAssumptionAgreement,any agreementcreatingorperfectingrightsinCashCollateralpursuanttotheprovisionsofSection 2.16 of this Agreement, the Fee Letter and the Guaranty, and any amendments, modifications or supplements hereto or to any other Loan Document or waivers hereof or to any other Loan Document.

“Loan Parties” means, collectively, the Company, each Designated Borrower and each Guarantor.

“London Banking Day”meansanydayonwhichdealingsinDollardepositsareconductedby and between banks in the London interbank eurodollar market.

“Master Agreement” has the meaning specified in the definition of the term “Swap Contract” in this Section 1.01.

“Master Lease Obligations” means, as of any date of determination, the sum of all remainingobligationsoftheConsolidatedGroup,determinedonaconsolidatedbasis,topayrent underallExchangePropertyMasterLeases,whichsuchobligationsshallbedeterminedwith respecttoeachExchangePropertyMasterLease(a)commencingonthedateofthefirstsaleofan ExchangeBeneficialInterestintheapplicableExchangePropertyOwnertoanExchangeProperty Investor and (b) ending on (i) if the expiration of the FMV Option with respect to the Exchange PropertythatisthesubjectofsuchExchangePropertyMasterLeaseisnotyetknown,thedatethat isfiveyearsafterthedateofthecommencementoftheapplicableExchangePropertyMasterLease with respect to such Exchange Property, or (ii) if the expiration of the FMV Option with respect to the Exchange Property that is the subject of such Exchange Property Master Lease is known, the date of the expiration of the applicable FMV Option with respect to such Exchange Property.

“Material Acquisition”meantheacquisitionofassetswithatotalcostthatismorethanten percent(10%)oftheTotalAssetValuebasedonthemostrecentComplianceCertificatesubmitted prior to such acquisition.

“Material Adverse Effect”meansamaterialadverseeffecton(i)thebusiness,propertyor financialconditionoftheConsolidatedGroup(collectivelytakenasawhole),(ii)theabilityofthe CompanyortheTrusttoperformitsmaterialobligationsundertheLoanDocumentstowhichitis a party, (iii) the ability of the Loan Parties collectively taken as a whole to perform their material obligationsundertheLoanDocuments,or(iv)thevalidityorenforceabilityofanyofthematerial provisionsofLoanDocumentsorthematerialrightsorremediesoftheAdministrativeAgentand the Lenders thereunder.

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“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit) or obligations inrespectof oneormore Swap Contracts, ofany one ormore oftheCompany and its Subsidiaries in an aggregate principal amount exceeding $25,000,000 for Recourse Indebtednessand$125,000,000forallotherIndebtedness.ForpurposesofdeterminingMaterial Indebtedness, the “principal amount” of the obligations of the Company or any Subsidiary in respect of any Swap Contracts at any time shall be the aggregate amount (giving effect to any netting agreements) that the Company or such Subsidiary would be required to pay if such Swap Contract were terminated at such time.

“Material Subsidiary” means any Subsidiary of the Company with assets having a fair market value of $1,000,000 or more.

“Maturity Date” means (a) with respect to the Revolving Credit Facility, November 22, 2025, subject to extension in accordance with Section 2.14; (b) with respect to the Term A-1 Facility, November 22, 2026; and (c) with respect to the Term A-2 Facility, January 22, 2027; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Maximum Rate”hasthemeaningspecifiedinSection 10.09.

“Minimum Collateral Amount” means, at any time, with respect to Cash Collateral consistingofcashordepositaccountbalances,anamountequalto102%oftheFrontingExposure of all L/C Issuers with respect to Letters of Credit issued and outstanding at such time.

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

“Mortgagee”hasthe meaningspecifiedinthe definitionoftheterm“Financeable Ground

Lease”inthisSection 1.01.

“Multicurrency Tranche Commitment” means, as to each Revolving Credit Lender, its obligationtomakeMulticurrencyTrancheLoanstotheBorrowerspursuanttoSection 2.01(c)(ii), inanaggregateprincipalamountatanyonetimeoutstandingnottoexceedtheDollarEquivalent of the amount set forth opposite such Lender’s name on Schedule 2.01A under the caption “Multicurrency Tranche Commitment” or opposite such caption in the Assignment and Assumption or New Lender Joinder Agreement pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Multicurrency Tranche Lender” means a Lender with a Multicurrency Tranche Commitment or an outstanding Multicurrency Tranche Loan.

“Multicurrency Tranche Loan” has the meaning specified in Section 2.01(c)(ii). “Multiemployer Plan”meansanyemployeebenefitplanofthetypedescribedinSection

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4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

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

“Net Operating Income” means, with respect to any Property for any period, (i) revenues therefrom (including, without limitation, expense reimbursement, loss of rent income and lease terminationfeesappropriatelyamortizedtotheextentthereisnonewtenantinthespaceforwhich the lease termination fee was paid) calculated, in each case, in accordance with GAAP but excluding the effects of FASB ASC 805, less (ii) the costs of operating and maintaining such Property, including, without limitation, real estate taxes, insurance, repairs, maintenance, actual propertymanagementfeespaidtothirdpartiesorchargedinternallyatamarketrateandbaddebt expensebutexcludingdepreciation,amortization,interest expense,tenant improvements,leasing commissions, and capital expenditures, calculated, in each case, in accordance with GAAP.For suchPropertiesownedforlessthanonefullquarter,theNetOperatingIncomeforsuchfullquarter shallbedeterminedonaproformabasisbasedonperformanceduringsuchpartialquarter,grossed upforthefullcalculationperiod,whichperformanceinformationmaybederivedfrominformation provided by the prior owner of such Property for that portion of such partial quarter prior to the acquisitionof such Property, or if such information is not reasonably available,basedon in place Net Operating Income.

“New Lender Joinder Agreement”hasthemeaningspecifiedinSection 2.15(c).

“Non-Consenting Lender”meansanyLenderthatdoesnotapproveanyconsent,waiveror amendmentthat(a)requirestheapprovalofallLendersorallaffectedLendersinaccordancewith the terms of Section 10.01 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender”means,atanytime,eachLenderthatisnotaDefaultingLender at such time.

“Non-Extension Notice Date”hasthemeaningspecifiedinSection 2.03(b).

“Non-SOFR Successor Rate” has the meaning specified in Section 3.03(c).

“Non-US Jurisdictions” means each of Canada, the United Kingdom, Ireland, Norway, Sweden, Finland, Netherlands, Germany, Belgium, France, Switzerland, Spain, Portugal, and Italy.

“Note” means a Term A-1 Note, a Term A-2 Note or a Revolving Credit Note, as the context requires.

“Notice of Additional L/C Issuer” means a certificate substantially the form of Exhibit K or any other form approved by the Administrative Agent.

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“Obligations” means all advances to, and debts, liabilities, obligations, covenants and dutiesof,anyLoanPartyarisingunderanyLoanDocumentwithrespecttoanyLoanorLetterof Credit,whetherdirectorindirect(includingthoseacquiredbyassumption),absoluteorcontingent, dueortobecomedue,nowexistingorhereafterarisingandincludinginterestandfeesthataccrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding underanyDebtorReliefLawsnamingsuchPersonasthedebtorinsuchproceeding,regardlessof whether such interest and fees are allowed claims in such proceeding.Without limiting the foregoing, the Obligations include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, indemnities and other amounts payable by any Loan Party pursuanttothetermsofanyLoanDocumentand(b)theobligationoftheLoanPartiestoreimburse anyamountinrespectofanyoftheforegoinginclause (a)abovethattheAdministrativeAgentor any Lender, in each case in its sole discretion, may elect to pay or advance on behalf of the Loan Parties.

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

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

“Other Connection Taxes”means,withrespecttoanyRecipient,Taxesimposedasaresult ofapresentorformerconnectionbetweensuchRecipientandthejurisdictionimposingsuchTax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Debt Investments” means investments in debt instruments or preferred equity investments (other than First Mortgage Investments and Exchange Debt Investments), including but not limited to mezzanine loans, second lien loans, preferred equity investments and B notes.

“Other Rate Early Opt-in”meanstheAdministrativeAgentandtheCompanyhaveelectedto replace LIBOR with a Benchmark Replacement other than a SOFR-based rate pursuant to (1)an Early Opt-in Election and (2) Section 3.03(c)(ii) and paragraph (2) of the definition of“Benchmark Replacement”.

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“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcementor registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Outstanding Amount” means (a) with respect to Term A-1 Loans, Term A-2 Loans and Revolving Credit Loans (or any Type or Tranche thereof) on any date, the Dollar Equivalent of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepaymentsorrepaymentsofTermA-1Loans,TermA-2Loans,andRevolvingCreditLoans,as thecasemaybe,occurringonsuchdate;and(b)withrespecttoanyL/CObligationsonanydate, the Dollar Equivalent of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed Amounts.

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the AdministrativeAgentortheL/CIssuers,asthecasemaybe,inaccordancewithbankingindustry rulesoninterbankcompensation,and(b)withrespecttoanyamountdenominatedinanAlternative Currency,anovernightratedeterminedbytheAdministrativeAgentortheL/CIssues,asthecase may be, in accordance with banking industry rules on interbank compensation.

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

“Participating Member State”meansanymemberstateoftheEuropeanUnionthatadopts orhasadoptedtheEuroasitslawfulcurrencyinaccordancewithlegislationoftheEuropeanUnion relating to Economic and Monetary Union.

“PATRIOT Act”hasthemeaningspecifiedinSection 10.18. “PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum funding standards with respect to Pension Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan”meansanyemployeepensionbenefitplan(includingaMultipleEmployer PlanandotherthanaMultiemployerPlan)thatismaintainedoriscontributedtobytheCompany and/oranyERISAAffiliateorwithrespecttowhichtheCompanyoranyERISAAffiliatehasany liabilityandiseithercoveredbyTitleIVofERISAorissubjecttotheminimumfundingstandards under Section 412 of the Code.

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“Performance Fee”meansthePerformanceComponentoftheAdvisoryFee(asbothterms are defined in the Advisory Agreement on the Closing Date or as amended in accordance with Section 7.11).

“Permitted Encumbrances” means:

(a)Liens imposed by Law for taxes, assessments or governmental charges or levies that are not yet due or are being contested in compliance with Section 6.03;

(b)landlords’, operators’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days, are being contested in good faith and by appropriate proceedings or for which a bond in the full amount thereof has been posted;

(c)pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d)deposits to secure the performance of bids, trade contracts, leases, statutory obligations,suretyandappealbonds,performancebondsandotherobligationsofalikenature,in each case in the ordinary course of business;

(e)judgment liens in respect of judgments that do not constitute an Event of Default under Section 8.01(h);

(f)easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any materialmonetaryobligationsanddonotmateriallydetractfromthevalueoftheaffectedproperty or materially interfere with the ordinary conduct of business of the Company or any Subsidiary;

(g)Liens in existence on the date hereof, and extensions, renewals and replacements of such Liens, as long as such extension, renewal and replacement Liens do not spread to any property other than property encumbered by such Liens on the date hereof;

(h)Liens on Properties first acquired by the Company or a Subsidiary after the date hereof and which are in place at the time such Properties are so acquired;

(i)Liensandrightsofsetoffofbanksandsecuritiesintermediariesinrespectofdeposit accounts and securities accounts maintained in the ordinary course of business and Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC;

(j) assignmentsofpastduereceivablesforcollectionpurposes only;

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(k)leasesorsubleasesgrantedintheordinarycourseofbusiness;

(l)additionalLiensonpropertyorassetssecuringadditionalobligationsnottoexceed, in the aggregate, $3,000,000 at any time outstanding;

(m) LiensarisinginconnectionwithanyIndebtednesspermittedhereunder;

(n)Liens ofanySubsidiaryinfavoroftheCompanyoranyoftheotherLoanParties;

(o)anynettingorset-offrightunderanySwapContract.

“Permitted Equity Encumbrances” means:

(a) LiensimposedbyLawfortaxes,assessmentsorgovernmentalchargesorleviesthatarenotyetdue orarebeingcontestedin compliancewithSection 6.03; and

(b)judgment liens in respect of judgments that do not constitute an Event of Default under Section 8.01(h).

“Permitted Tax Incentive Transaction” means any transaction or series of related transactions relating to an issuance of all Indebtedness and other obligations (collectively, “Tax Incentive Indebtedness”) arising in connection with the issuance of bonds, notes or other obligations by a Governmental Authority located in the United States (each, a “Tax Incentive Issuer”) to mitigate real estate and/or ad valorem Taxes otherwise payable in connection with the ownership of any Property (each, a “Tax Incentive Property”), the fee title to which is owned (or leased) by a Tax Incentive Issuer, and subsequently leased (or subleased) by the Subsidiary from theTaxIncentiveIssuer,suchtransactionorseriesoftransactionsbeinggovernedby,amongother documents, any indenture or other agreement governing or evidencing the Tax Incentive Indebtedness, entered into by and between a Tax Incentive Issuer and the trustee of the bonds in connection with the issuance of such Tax Incentive Indebtedness, if applicable (each, an “Tax Incentive Indenture”), any lease agreement entered into by and between a Subsidiary and an Tax Incentive Issuer (or any affiliate thereof) in connection with the issuance by such Tax Incentive IssuerofTaxIncentiveIndebtedness(each,a“TaxIncentiveLeaseAgreement”),anyguarantyor similar agreement entered into by any Subsidiary to guaranty, for the benefit of the bondholder (which, pursuant to (iii) below, shall be the applicable Subsidiary, or an affiliate thereof), certain payments due in connection with the issuance of Tax Incentive Indebtedness, including, without limitation, the payment of principal and interest due under the bonds, notes, or other obligations evidencingtheTaxIncentiveIndebtedness,andTaxIncentiveIssuerortrusteesfeesandexpenses, ifany,dueunderthetrustindenture(each,an“TaxIncentiveGuaranty”),PILOTagreements,tax incentiveagreements,andanyothercertificate,agreement,documentorinstrument,ineachcase, executed and delivered by any Subsidiary, Tax Incentive Issuer, or the trustee of any bonds in connection with such issuance of Tax Incentive Indebtedness and related tax incentives (collectively, “Tax Incentive Documents”) which satisfy the following criteria:(i) any net cash

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proceedsoftheTaxIncentiveIndebtednessundersuchTaxIncentiveDocumentsareusedforthe purpose of acquiring, constructing, developing, expanding, installing and/or upgrading an Tax IncentiveProperty,(ii)suchTaxIncentiveIndebtednessisnon-recoursetotheLoanParties(other than as expressly provided in the applicable Tax Incentive Guaranty, if any), and any successors and/or assigns of such Loan Parties in the event of a transfer or assignment of the applicable Tax Incentive Lease Agreement and all of the rights and obligations of such Subsidiary under each otherTaxIncentiveDocument(includinganyTaxIncentiveGuaranty)toanassigneewhoisa Person that is not a Subsidiary, (iii) the applicable Subsidiary (or any affiliate thereof) is the purchaser of the taxable bonds, or holder of the applicable notes or other obligations issued or to beissuedinconnectionwithsuchTaxIncentiveIndebtedness(and,solongassuchTaxIncentive PropertyisanUnencumberedProperty,atalltimessuchSubsidiary(oranyaffiliatethereof)shall remain the owner or holder thereof), (iv) the base payments due under the Tax Incentive Lease Agreement are equivalent to the debt service due under any bonds, notes or other obligations evidencingtheTaxIncentiveIndebtedness(otherthanthepaymentofanominalsumasadditional annual base rent during the term of the Tax Incentive Lease Agreement),(v) the applicable Tax IncentiveLeaseAgreementoranotherTaxIncentiveDocumentgrantstotheapplicableSubsidiary theoptiontore-acquiretitletoalloranyportionofsuchTaxIncentivePropertyforanominalsum at any time without further consent of the Tax Incentive Issuer or any other party other than the Subsidiary (of affiliate thereof) in its capacity as the bondholder or holder of the note or other obligation, either directly or through the trustee of the applicable bonds evidencing the Tax IncentiveIndebtedness,(vi)noTaxIncentiveDocumententeredintoinconnectionwithsuchTax IncentiveIndebtednessshalllimitinanymaterialrespecttheusebyanySubsidiaryofitsproperty or assets (including the applicable Tax Incentive Property), except as may be required by applicablelawtomaintainthedesignationoftheTaxIncentivePropertyasa“project”pursuantto theapplicablelegislationgoverningsuchtaxincentivestructures,(vii)noTaxIncentiveDocument entered into in connection with such Tax Incentive Indebtedness shall limit the ability of the SubsidiarytofinanceitsinterestintheTaxIncentiveProperty,includingmortgagingtheleasehold estatecreatedundertheTaxIncentiveLeaseAgreement,(viii)noTaxIncentiveDocumententered intoinconnectionwithsuchTaxIncentiveIndebtednessshalllimittheabilityoftheSubsidiaryto transfer its interest in the Tax Incentive Property, except for any requirement for a consent from the Tax Incentive Issuer that is considered administrative and which can reasonably expected to be obtained in the ordinary course of business, and (ix) no Tax Incentive Document shall contain a “clawback” provision pursuant to which there could be an obligation by the Company or the applicable Subsidiary to repay a material portion of prior tax benefits received other than due to material breach by the Company or the applicable Subsidiary.

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

“Platform”hasthemeaningspecifiedinSection 10.02(c).

“Property” means any real estate (including any leasehold estate created pursuant to a FinanceableGroundLeaseoraTaxIncentiveLeaseAgreement)orinfrastructureassetownedby theCompany,anyoftheGuarantors,anySubsidiary,anyUnconsolidatedAffiliate,anyExchange Fee Titleholder, any Exchange Property Owner or any other member of the Consolidated Group, and operated or intended to be operated as an investment property.

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“Property Investment Value” means, at any time with respect to any Property, the undepreciated book value of such interest determined in accordance with GAAP.

“Property Value”meansforaProperty,asofanydateofdetermination,with respect to anyProperty owned, or ground leased pursuant to a Financeable Ground Lease or leased pursuant to aTax Incentive Lease Agreement, in each case directly or indirectly by the Company, any of theGuarantors, any Subsidiary, any Unconsolidated Affiliate, any Exchange Fee Titleholder, anyExchange Property Owner or any other member of the Consolidated Group and subject to any imitations contained herein on the value of such Property that may be included in determinationsof Total Unencumbered Property Pool Value or Total Asset Value, as applicable, themost recent estimated “as is” fair market value for such Property as determined by Altus Group orother third party valuation firm engaged by the Company or applicable member of the Consolidated Group, but only if, as of such date, of determination, either (x) the Property was acquired, or (y)a full appraisal report has been performed by Altus Group or such other third party valuation firm, ineither such case of (x) or (y),duringthecalendaryearinwhichsuchdateof determination occurs or during the immediately precedingcalendar year (suchfullappraisal report, or cost basis solelyif such full appraisal report has not yet been performed,a“Current Appraisal”).Fortheavoidance of doubt, the estimated “as is” fair market value of any Property may be updated periodically in between the“as of” dates of any Current Appraisal report provided by Altus Group or such other third party valuation firm to reflectchanges in market conditions and/or leasing activity since the dateofthelastCurrentAppraisalwasperformedwith respect to such Property;provided,however, that if, as of any date of determination, the Company does not have a full appraisal reportconstituting a Current Appraisal forwith respect toa certain Property and such Property wasacquired prior to the beginning of the calendar year that ended immediately prior to the calendaryear in which such date of determination occurs, then the Property Value of such Property as of suchdateof determination willbe(i)90%ofthemostrecentCurrentAppraisalforsuchPropertyduringtheperiodbeginningonJanuary1ofthecalendaryearinwhichsuchdateof determinationoccursandendingonMarch31ofsuchcalendaryear,90% of the “as is” fair market value of suchProperty as set forth in the full appraisal report that most recently constituted a Current Appraisalwith respect to such Property (or, if as of such date of determination no such full appraisal reporthas been performed with respect to such Property, 75% of the cost basis for such Property),unless anduntilanewfull appraisal report constituting aCurrentAppraisalisobtained,or(ii)75%ofthemost recent Current Appraisal for such Property during the period beginning on April 1 of the calendaryearinwhichsuchdateof determination occurs and ending on June 30 of such calendaryear, 75% of the “as is” fair market value of such Property as set forth in the full appraisal reportthat most recently constituted a Current Appraisal with respect to such Property (or, if as of suchdate of determination no such full appraisal report has been performed with respect to suchProperty, 50% of the cost basis for such Property), unless anduntil a new full appraisal reportconstituting a Current Appraisal with respect to such Property is obtained and (iii) during theperiod beginning on July 1 of the calendar year in which such date of determination occurs andending on the date that a new full appraisal report constituting a Current Appraisal with respect tosuch Property is obtained, 60% of the “as is” fair market value of such Property as set forth in thefull appraisal report that most recently constituted a Current Appraisal with respect to suchProperty (or, if as of such date of determination no full such full appraisal report has beenperformed with respect to such Property, 0% of the cost basis for such Property).A Property contributed to a joint venture by the Company, or any Subsidiary shall be deemed to have been owned by such joint venture from the date of such contribution and any. AProperty acquired by the Company, or any Subsidiary from an affiliatedajoint venture shall be deemed to have been

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acquiredby that is an Affiliate oftheCompany,oranySubsidiaryon shall be deemed to have beenowned fromthe date of such acquisitionacquiredfrom such joint venture.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public REIT Securities” means common stock or preferred shares issued by a publiclytraded real estate investment trust.

“Rate Determination Date” means, with respect to any Interest Period, two (2) Business DayspriortothecommencementofsuchInterestPeriod(orsuchotherdayasisgenerallytreated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided that, to the extent such market practice is not administratively feasible for the Administrative Agent, then “Rate Determination Date” means such other day as otherwise reasonably determined by the Administrative Agent).

“Recipient” means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“Recourse Indebtedness” means any Indebtedness of the Company or any other member of the Consolidated Group with respect to which the liability of the obligor is not limited to the obligor’s interest in specified assets securing such Indebtedness, subject to customary limited exceptions for certain acts or types of liability.

“Recurring Interest Expense”means,foranyperiodwithoutduplication,thesumof(a)the amount of interest (without duplication, whether accrued, paid or capitalized) on Total IndebtednessactuallypayablebymembersoftheConsolidatedGroupduringsuchperiod,plus(b) the applicable Consolidated Group Pro Rata Share of any interest (without duplication, whether accrued,paidorcapitalized)onIndebtednessactuallypayablebyUnconsolidatedAffiliatesduring such period, whether recourse or non-recourse, but excluding amortized financing related expenses.

“Register”hasthemeaningspecifiedinSection 10.06(c).

“Regulation D” means Regulation D, promulgated under the Securities Act of 1933, as amended.

“Regulation U” means Regulation U of the FRB, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

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

“Relevant“Relevant Governmental Body” means the Board of Governors of the FederalReserveSystemortheFederalReserveBankofNewYork,oracommitteeofficiallyendorsedorconvenedbytheBoardofGovernorsoftheFederalReserveSystemortheFederalReserveBankof New York, or any successor thereto. Rate” means with respect to any Credit Extension

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denominatedin(a) Dollars, SOFR and Term SOFR, (b)Sterling,SONIA,(bc)Euros,EURIBOR, and (cd) Canadian Dollars, the CDOR Rate, as applicable.

“Removal Effective Date”hasthemeaningspecifiedinSection 9.06(b).

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

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuationofTermA-1Loans,TermA-2LoansorRevolvingCreditLoans,aCommittedLoan Notice, and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.

“Required Lenders”means,atanytime,atleasttwoLendershavingTotalCreditExposures representing more than 50% of the Total Credit Exposures of all Lenders (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed“held”bysuchLenderforpurposesofthisdefinition).TheTotalCreditExposureofany Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that the amount of any participation in any Unreimbursed Amounts that such Defaulting Lender hasfailedtofundthathavenotbeenreallocatedtoandfundedbyanotherLendershallbedeemed to be held by the Lender that is the applicable L/C Issuer in making such determination.

“Required Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of (a) the Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Revolving Credit Lender for purposesofthisdefinition)and(b)theaggregateunusedRevolvingCreditFacility;provided that the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings of, any Defaulting Lender shall be disregarded in determining Required Revolving Lenders at any time; provided further that, the amount of any participation in any Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and fundedbyanotherLendershallbedeemedtobeheldbytheLenderthatistheL/CIssuerinmaking such determination.

“Required Term A-1 Lenders”means,asofanydateofdetermination,TermA-1Lenders holdingmorethan50%ofthesumoftheTermA-1Facilityonsuchdate;provided thattheportion of the Term A-1 Facility held by any Defaulting Lender shall be disregarded in determining Required Term A-1 Lenders at any time.

“Required Term A-2 Lenders”means,asofanydateofdetermination,TermA-2Lenders holdingmorethan50%ofthesumoftheTermA-2Facilityonsuchdate;provided thattheportion of the Term A-2 Facility held by any Defaulting Lender shall be disregarded in determining Required Term A-2 Lenders at any time.

“Required Tranche Lenders” means, as of any date of determination, (a) with respect to mattersrelatingtoMulticurrencyRevolvingCommitmentsandMulticurrencyRevolvingTranche Loans only, Revolving Credit Lenders holding more than 50% of the sum of (i) the aggregate Outstanding Amount of all Multicurrency Tranche Loans and (ii) the aggregate unused Multicurrency Tranche Commitments of all Revolving Credit Lenders and (b) with respect to matters relating to Dollar Tranche Commitments (including the purchase of participations in L/C

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Obligations)andDollarTrancheLoansonly,RevolvingCreditLendersholdingmorethan50%of thesumof(i)theaggregateOutstandingAmountofallDollarTrancheLoans(withtheaggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligationsbeingdeemed“held”bysuchRevolvingCreditLenderforpurposesofthisdefinition) and (ii) the aggregate unused Dollar Tranche Commitments of all Revolving Credit Lenders; provided thattheunusedMulticurrencyTrancheCommitmentorDollarTrancheCommitment,as applicable,of,andtheMulticurrencyTrancheLoansandDollarTrancheLoans,asapplicable,of, anyDefaultingLendershallbedisregardedindeterminingRequiredTrancheLendersatanytime; provided further that, the amount of any participation in any Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the L/C Issuer in making such determination.

“Rescindable Amount”hasthemeaningasdefinedspecifiedinSection 2.12(b)(ii). “Resignation Effective Date” has the meaning specified in Section 9.06(a).

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

“Responsible Officer” means the Managing Director, Chief Financial Officer &Treasurer or Senior Vice President, Debt Capital Markets of the Trust, or such other Persons proposed by theTrustandreasonablyapprovedbyAdministrativeAgentinwriting,andsolelyforpurposesof the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretaryofaLoanPartyand,solelyforpurposesofnoticesgivenpursuanttoArticle II,anyother officeroremployeeoftheapplicableLoanPartysodesignatedbyanyoftheforegoingofficersin anoticetotheAdministrativeAgentoranyotherofficeroremployeeoftheapplicableLoanParty designated in or pursuant to an agreement from the applicable Loan Party for the benefit of the AdministrativeAgent.AnydocumentdeliveredhereunderthatissignedbyaResponsibleOfficer ofaLoanPartyshallbeconclusivelypresumedtohavebeenauthorizedbyallnecessarycorporate, partnershipand/or otheraction onthe part of such Loan Party and suchResponsibleOfficer shall beconclusivelypresumedtohaveactedonbehalfofsuchLoanPartyandsuchResponsibleOfficer shall be deemed to be acting solely in such person’s representative capacity and not in his or her individual capacity.Unless otherwise specified, all references herein to a “Responsible Officer” shall refer to a Responsible Officer of the Company.

“Restricted Payment” means any cash dividend, cash distribution or other cash payment withrespecttoanyequityinterestsintheCompanyoranySubsidiary,excluding(i)anydividend, distribution or other payment by a member of the Consolidated Group to another member of the Consolidated Group (including in connection with the issuance of equity interests), (ii) any redemption of equity interests by a member of the Consolidated Group (including pursuant to a sharebuybackprogram);(iii)anydistributionorotherpaymentbyanUnconsolidatedAffiliateto a member of the Consolidated Group (including promote payments in connection with developmentjointventuresandregulardistributionsofcashflowfromUnconsolidatedAffiliates); and(iv)anydistributionorotherpaymentbyanySubsidiaryorUnconsolidatedAffiliatewhichis a partnership, limited liability company or joint venture or mezzanine lender and operated in the ordinary course of business.

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“Revaluation Date”means(a)withrespecttoanyLoan,eachofthefollowing:(i)eachdate ofaBorrowingofanAlternativeCurrencyLoan,(ii) with respect to an Alternative Currency DailyRate Loan, each Interest Payment Date, (iii)eachdateofacontinuationofanAlternativeCurrency Term Rate Loan pursuant to Section 2.02, and (iiiiv) such additional dates as the Administrative Agent shalldetermine orthe Required Lenders shall require,in each caseunder this clause (iiiiv) in its or their reasonable discretion; and (b) with respect to any Letter of Credit, each of the following:(i)eachdateofissuance,amendmentand/orextensionofaLetterofCreditdenominated inanAlternativeCurrency,(ii)eachdateofanypaymentbytheapplicableL/CIssuerunderany Letter of Credit denominated in an Alternative Currency, and (iii) such additional dates as the Administrative Agent or the applicable L/C Issuer shall determine or the Required Lenders shall require.

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type, in the same currency and, in the case of Eurodollar RateTermSOFRLoans and Alternative Currency Term Rate Loans, having the same Interest Period made byeachoftheDollarTrancheLendersoreachoftheMulticurrencyTrancheLenders,asthecase may be, pursuant to Section 2.01(c).

“Revolving Credit Commitment”means,astoeachRevolvingCreditLender,itsobligation to (a) make Revolving Credit Loans to the Borrowers pursuant to Section 2.01(c), and (b) in the case of a Dollar Tranche Lender, purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the Dollar Equivalent of the amount set forth opposite such Lender’s name on Schedule 2.01A under the caption “Revolving Credit Commitment”oroppositesuchcaptionintheAssignmentandAssumptionorNewLenderJoinder Agreementpursuanttowhich suchLender becomes apartyhereto,as applicable, assuch amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Credit Exposure”means,astoanyLenderatanytime,theaggregateprincipal amount at such time of such Lender’s outstanding Revolving Credit Loans and such Lender’s participation in L/C Obligations at such time.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments (inclusive of the Dollar Tranche Commitments and the Multicurrency Tranche Commitments) at such time.On the ClosingFirst AmendmentEffectiveDate the Revolving Credit Facility is $700,000,000900,000,000.

“Revolving Credit Lender” means (a) at any time prior to the last day of the Availability Period in respect of the Revolving Credit Facility, any Lender that has a Revolving Credit Commitment at such time and (b) at any time thereafter, any Lender that holds Revolving Credit Loans at such time.

“Revolving Credit Loan” means a Dollar Tranche Loan or a Multicurrency Revolving Tranche Loan.

“Revolving Credit Note” means a promissory note made by the Borrowers in favor of a Revolving Credit Lender evidencing Revolving Credit Loans made by such Revolving Credit Lender, substantially in the form of Exhibit C-3.

“Revolving Credit Unused Fee”hasthemeaningspecifiedinSection 2.09(a).

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“S&P” means S&P Global Ratings, a division of S&P Global, and any successor to its rating agency business.

“Sale-Leaseback Master Lease”shallmeanmeansamasterleaseenteredintobyabuyerof a Property, as lessor, and the seller of such Property, as lessee, in connection with a transaction whereby such seller leases all or a portion of such Property after closing.

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediatelyavailablefunds,and(b)withrespecttodisbursementsandpaymentsinanAlternative Currency, same day or other fundsasmay be determined by the Administrative Agentor the L/C Issuers, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

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

“Scheduled Unavailability Date”hasthemeaningspecifiedinSection 3.03(ec).

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

“SOFR” means, withrespectto anyapplicabledeterminationdate,the Secured Overnight Financing Rate published on the fifth U.S. Government Securities Business Day preceding such date by the SOFR Administrator on the Federal Reserve Bank of New York’s website (or any successor source); provided, however, that if such determination date is not a U.S. Government Securities Business Day, then SOFR means such rate that applied on the first U.S. Government Securities Business Day immediately prior thereto.

“SOFR Adjustment” means,(a)with respect to each Daily SOFR Loan, means 0.11448% (11.448basispoints);and(b) withrespecttoTermSOFR, Loans, means0.11448%(11.448basis points) per annum for an Available TenorInterest Periodof one-month’s duration, 0.26161% (26.161basispoints)perannumforanAvailableTenorInterest Periodofthree-months’duration, and 0.42826% (42.826 basis points) per annum for an Available TenorInterest Periodof six-months’ duration, and 0.71513% (71.513 basis points) per annum for an Available Tenor oftwelve-months’ duration.

“SOFR Administrator”meanstheFederalReserveBankofNewYork,astheadministrator ofSOFR,oranysuccessoradministratorofSOFRdesignatedbytheFederalReserveBankofNew York or other Person acting as the SOFR Administrator at such time that is satisfactory to theAdministrative Agent.

“SOFREarly Opt-inLoan”meanstheAdministrativeAgentandtheCompanyhaveelectedtoreplaceLIBORpursuantto(1)anEarlyOpt-inElectionand(2)Section 3.03(c)(i) andparagraph

(1) of the definition of “Benchmark Replacement”a Term SOFR Loan or a Daily SOFR Loan, asapplicable.

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“SOFR Scheduled Unavailability Date” has the meaning specified in Section 3.03(b).“SOFR Successor Rate” has the meaning specified in Section 3.03(b).

“Solvent”and“Solvency”mean,withrespecttoanyPersononanydateofdetermination, that on such date (a) the fair value of the property of such Person is greater than the total amount ofliabilities,includingcontingentliabilities,ofsuchPerson,(b)thepresentfairsalablevalueof the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does notintendto,anddoesnotbelievethatitwill,incurdebtsorliabilitiesbeyondsuchPerson’sability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debtsandliabilities,contingentobligationsandothercommitmentsastheymatureintheordinary course of business.The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SONIA”shallmeanmeans,withrespecttoanyapplicabledeterminationdate,theSterling OvernightIndexAverageReferenceRatepublishedonthefifthBusinessDayprecedingsuchdate ontheapplicableReutersscreenpage(orsuchothercommerciallyavailablesourceprovidingsuch quotations as may be designated by the Administrative Agent from time to time in its reasonable discretion);provided however thatifsuchdeterminationdateisnotaBusinessDay,SONIAmeans suchratethatappliedonthefirstBusinessDayimmediatelypriorthereto;provided further thatifSONIA as determined in accordance with the foregoing shall be less than zero, such rate shall bedeemed zero for purposes of this Agreement and the other Loan Documents.

“SONIA Adjustment”means,withrespecttoSONIA,0.0326%perannum.

“Special Notice Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securitiesorinterestshavingsuchpoweronlybyreasonofthehappeningofacontingency)areat the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectlythroughoneormoreintermediaries,orboth,bysuchPerson.Unlessotherwisespecified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.

“Subsidiary Guarantor”means

(a)eachSubsidiaryOwnerthatisaDomesticSubsidiary,

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(b)eachDomesticSubsidiarythatismasterleasinganUnencumberedPropertyfromanExchange FeeTitleholder,(c)eachIntermediateSubsidiaryOwnerGuarantor,(d)eachExchangeDepositor, and (e) any other Subsidiary that elects to become a party to the Subsidiary Guaranty.

“Subsidiary Guaranty”meanstheguarantytobeexecutedanddeliveredbytheSubsidiary Guarantors,substantially in the form of Exhibit F-2, as the same may be amended, supplemented or otherwise modified from time to time.

“Subsidiary Owner” means the Subsidiary that is the owner of the applicable UnencumberedProperty(includingthelesseeoftheapplicableUnencumberedPropertypursuant to a Financeable Ground Lease, as applicable), and any Exchange Depositor under a Delaware statutorytrustthatownsanyapplicableUnencumberedPropertyandispartoftheExchange Programor,aftertheFMVOptionhasbeenexercised,anAffiliateoftheCompanythatisalsothe ownerof100%oftheExchangeBeneficial Interests.

“Successor Rate”hasthemeaningspecifiedinSection 3.03(ec).

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivativetransactions,forwardratetransactions,commodityswaps,commodityoptions,forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options,spotcontracts,oranyothersimilartransactionsoranycombinationofanyoftheforegoing (including any options to enter into any of the foregoing), whether or not any such transaction is governedbyorsubjecttoanymasteragreement,and(b)anyandalltransactionsofanykind,and the related confirmations, which are subject to the terms and conditions of, or governed by, any formofmasteragreementpublishedbytheInternationalSwapsandDerivativesAssociation,Inc., any International ForeignExchangeMaster Agreement,orany other master agreement (any such masteragreement,togetherwithanyrelatedschedules,a“Master Agreement”),includinganysuch obligations or liabilities under any Master Agreement.

“SWIFT”hasthemeaningspecifiedinSection 2.03(f).

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.

“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases tobeoperative,suchotherpaymentsystem,ifany,determinedbytheAdministrativeAgenttobe a suitable replacement) is open for the settlement of payments in Euro.

“Taxes”meansallpresentorfuturetaxes,levies,imposts,duties,deductions,withholdings (includingbackupwithholding),assessments,feesorotherchargesimposedbyanyGovernmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term A-1 Borrowing”meansaborrowingconsistingofsimultaneousTermA-1Loansof the same Type, in the same currency and, in the case of Eurodollar RateTerm SOFRLoans and

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AlternativeCurrencyTermRateLoans,havingthesameInterestPeriodmadebyeachoftheTerm A-1 Lenders pursuant to Section 2.01(a).

“Term A-1 Commitment”means,astoeachTermA-1Lender,itsobligationtomakeTerm A-1 Loans to the Company pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term A-1 Lender’s name on Schedule 2.01A under the caption “Term A-1 Commitment” or opposite such caption in the AssignmentandAssumptionorNewLenderJoinderAgreementpursuanttowhichsuchTermA- 1Lenderbecomesapartyhereto,asapplicable,assuchamountmaybeadjustedfromtimetotime in accordance with this Agreement.

“Term A-1 Facility” means (a) at any time on or prior to the Term A-1 Loan Draw Deadline,thesumof(i)theaggregateamountoftheunfundedTermA-1Commitmentsatsuch time and (ii) the aggregate principal amount of the Term A-1 Loans of all Term A-1 Lenders outstandingatsuchtimeand(b)thereafter,theaggregateprincipalamountoftheTermA-1Loans ofallTermA-1Lendersoutstandingatsuchtime.OntheClosingDatetheTermA-1Facilityis $400,000,000,and,onanyTermA-1FundingDateonwhichaTermA-1Borrowingdenominated in an Alternative Currency is made, will be adjusted as described in Section 2.01(a).

“Term A-1 Lender”means(a)atanytimepriortotheTermA-1LoanDrawDeadline,any Lender that has a Term A-1 Commitment or holds Term A-1 Loans at such time and (b) at any time thereafter, any Lender that holds Term A-1 Loans at such time.

“Term A-1 Loan” means an advance made by any Term A-1 Lender under the Term A-1 Commitments.

“Term A-1 Loan Draw Deadline” means the earliest of (i) the first anniversary of the ClosingDate,(ii)thedateofthefourthTermA-1FundingDate(ifany)occurringaftertheClosing Date (after giving effect to the Term A-1 Borrowing made on such date), (iii) the Term A-1 Funding Date on which a Term A-1 Borrowing of Alternative Currency Loans (if any) is made (aftergivingeffectthereto);and(iii)thedateofterminationofthecommitmentofeachTermA-1 Lender to make Term A-1 Loans pursuant to Section 2.06 or Section 8.02.

“Term A-1 Loan Unused Fee”hasthemeaningspecifiedinSection 2.09(c).

“Term A-1 Note”meansapromissorynotemadebytheCompanyinfavorofaTermA-1 Lender evidencing Term A-1 Loans made by such Term A-1 Lender, substantially in the form of Exhibit C-1.

“Term A-2 Borrowing”meansaborrowingconsistingofsimultaneousTermA-2Loansof the same Type, in the same currency and, in the case of Eurodollar RateTerm SOFRLoans and AlternativeCurrencyTermRateLoans,havingthesameInterestPeriodmadebyeachoftheTerm A-2 Lenders pursuant to Section 2.01(a).

“Term A-2 Commitment”means,astoeachTermA-2Lender,itsobligationtomakeTerm A-2 Loans to the Company pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term A-2 Lender’s name on Schedule 2.01A under the caption “Term A-2 Commitment” or opposite such caption in the AssignmentandAssumptionorNewLenderJoinderAgreementpursuanttowhichsuchTermA-

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2Lenderbecomesapartyhereto,asapplicable,assuchamountmaybeadjustedfromtimetotime in accordance with this Agreement.

“Term A-2 Facility” means (a) at any time on or prior to the Term A-2 Loan Draw Deadline, the sum of (i) the aggregate amount of the unfunded Term A-2 Commitments at such time and (ii) the aggregate principal amount of the Term A-2 Loans of all Term A-2 Lenders outstandingatsuchtimeand(b)thereafter,theaggregateprincipalamountoftheTermA-2Loans ofallTermA-2Lendersoutstandingatsuchtime.OntheClosingDatetheTermA-2Facilityis $400,000,000,andonanyTermA-2FundingDateonwhichaTermA-2BorrowingofAlternative Currency Loans (if any) is made, will be adjusted as described in Section 2.01(b).

“Term A-2 Lender”means(a)atanytimepriortotheTermA-2LoanDrawDeadline,any Lender that has a Term A-2 Commitment or holds Term A-2 Loans at such time and (b) at any time thereafter, any Lender that holds Term A-2 Loans at such time.

“Term A-2 Loan” means an advance made by any Term A-2 Lender under the Term A-2 Commitments.

“Term A-2 Loan Draw Deadline” means the earliest of (i) the first anniversary of the ClosingDate,(ii)thedateofthefourthTermA-2FundingDate(ifany)occurringaftertheClosing Date (after giving effect to the Term A-2 Borrowing made on such date), (iii) the Term A-2 Funding Date on which a Term A-2 Borrowing denominated in an Alternative Currency (if any) is made (after giving effect thereto); and (iii) the date of termination of the commitment of each Term A-2 Lender to make Term A-2 Loans pursuant to Section 2.06 or Section 8.02.

“Term A-2 Loan Unused Fee”hasthemeaningspecifiedinSection 2.09(d).

“Term A-2 Note”meansapromissorynotemadebytheCompanyinfavorofaTermA-2 Lender evidencing Term A-2 Loans made by such Term A-2 Lender, substantially in the form of Exhibit C-2.

“Term Facility”meanstheTermA-1Facilityand/ortheTermA-2Facility,asthecontext may require, and “Term Facilities” means a collective reference to the Term A-1 Facility and the Term A-2 Facility.

“Term SOFR”meansaforward-lookingtermrateforSOFR,ifany,identifiedbytheSOFRAdministratorasreflectingterm-basedquotationsofSOFRthathasbeenselectedorrecommendedby the Relevant Governmental Body, in each case as published on an information service asselectedbytheAdministrativeAgentfromtimetotimeinitsreasonablediscretion,plus theSOFRAdjustment

(a)for any Interest Period with respect to a Term SOFR Loan, the rate per annum equalto the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to thecommencement of such Interest Period with a term equivalent to such Interest Period (providedthat if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFRmeans the Term SOFR Screen Rate on the first U.S. Government Securities Business Dayimmediately prior thereto), in each case plus the SOFR Adjustment for such Interest Period; and

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(b)for any interest calculation with respect to a Base Rate Loan on any date, the rateper annum equal to the Term SOFR Screen Rate with a term of one month commencing that day; provided that if Term SOFR determined in accordance with either of the foregoing provisions (a)or (b) of this definition would otherwise be less than zero, Term SOFR shall be deemed to be zerofor purposes of the Loan Documents.

“Term SOFR Loan” mean a Loan that bears interest at a rate based on clause (a) of thedefinition of Term SOFR. All Term SOFR Loans shall be denominated in Dollars.

“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered byCME (or any successor administrator satisfactory to the Administrative Agent) and published onthe applicable Reuters screen page (or such other commercially available source providing suchquotations as may be designated by the Administrative Agent from time to time).

“Total Asset Value” means, as of the date of calculation, the aggregate, without duplication, of:(i) an amount equal to one hundred percent (100%) of the Property Value of all Properties (other than land assets and Assets Under Development) owned by any member of the Consolidated Group, any Exchange Property Owner or any Exchange Fee Titleholders; plus (ii) the Consolidated Group’s Pro Rata Share of the Property Value of all Properties (other than land assets and Assets Under Development) owned by Unconsolidated Affiliates, or any non-wholly ownedExchangeFeeTitleholder;plus(iii)anamountequaltoonehundredpercent(100%)ofthe Property Investment Value of each land asset and Asset Under Development owned by any member of the Consolidated Group, any Exchange Property Owner or any Exchange Fee Titleholder; plus (iv) an amount equal to the Consolidated Group Pro Rata Share of the Property InvestmentValue of each land assetand Asset Under Development owned by an Unconsolidated Affiliate,oranynon-whollyownedExchangeFeeTitleholder;plus(v)unrestrictedcashandCash EquivalentsowneddirectlyorindirectlybyanymemberoftheConsolidatedGroup,anyExchange PropertyOwneroranyExchangeFeeTitleholder;plus(vi)theapplicableConsolidatedGroupPro RataShareofunrestrictedcashandcashequivalentsowneddirectlyorindirectlybyanyExchange FeeTitleholderorbyanyBorroweroranyGuarantorthroughanUnconsolidatedAffiliate;plus (vii) an amount equal to one hundred percent (100%) of any Borrower’s and any Guarantor’s investmentsinFirstMortgageInvestments(basedoncurrentbookvalue),OtherDebtInvestments (based on current book value), and Exchange Debt Investments (based on current book value) provided that no Exchange Debt Investment shall be included under this clause if it relates to an Exchange Property already included in the calculation of Total Asset Value; plus (viii) Public REIT stocks and Public REIT Preferred Securities (based on current market value); plus (ix) an amount equal to the Consolidated Group Pro Rata Share of investments in First Mortgage Investments,OtherDebtInvestments,ExchangeDebtInvestments,PublicREITStocksandPublic REITPreferredSecuritiesownedbyanUnconsolidatedAffiliateoranyExchangeFeeTitleholder (based on values as defined in (vii) and (viii) above) provided that no Exchange Debt Investment shall be included under this clause if it relates to an Exchange Property already included in the calculationofTotalAssetValue;plus(x)proceedsduefromtransferagents;plus(xi)theamount of all Eligible Cash 1031 Proceeds.If the FMV Option for any Exchange Property owned by an ExchangePropertyOwnerhasexpired,thenforpurposesofcalculatingTotalAssetValueforsuch Exchange Property, only the pro rata share of the Property Value for such Exchange Property (corresponding to the pro rata share of the Exchange Beneficial Interests in such Exchange PropertyOwnerorthetenantincommonintereststhatarestillownedbytheConsolidatedGroup) for such Exchange Propertyshall be counted.

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“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments and Total Outstandings of such Lender at such time.

“Total Indebtedness” shall meanmeans, as of any date of determination, without duplication, the sum of: (a) all Indebtedness of the Consolidated Group outstanding at such date, determined on a consolidated basis; plus (b) the greater of (i) the applicable Consolidated Group Pro Rata Share of all Indebtedness of each Unconsolidated Affiliate (other than Indebtedness of suchUnconsolidatedAffiliatetoamemberoftheConsolidatedGroup)and(ii)theamountof Indebtedness of such Unconsolidated Affiliate which is also Recourse Indebtednessof a member of the Consolidated Group.

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

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

“Total Secured Indebtedness”means,asofanydateofdetermination,thatportionofTotal Indebtedness (excluding (i) the Obligations under the Loan Documents, (ii) obligations under SwapContracts,(iii)completionandsimilarguaranteeswithrespecttoaconstructionloanfacility (excepttotheextentthatanymemberoftheConsolidatedGrouphasasecuredrecourseobligation with respect to such construction loan facility) and (iv) indemnity obligations relating to performance or surety bonds in the ordinary course of business) which is secured by a Lien on a Property,anyownershipinterestsinanySubsidiaryorUnconsolidatedAffiliateoranyotherassets which had, in each case, in the aggregate, a value in excess of the amount of the applicable Indebtedness at thetimesuch Indebtedness was incurred.Such Indebtedness that is secured only withapledgeofownershipinterestsandisalsorecoursetoaBorroweroranyGuarantorshallnot be treated as Secured Indebtedness.

“Total Unencumbered Property Pool Value” means, as of any date of calculation, the aggregate,withoutduplication,of:(a)thePropertyValuesofallUnencumberedProperties(other than any that are Assets Under Development); provided that for purposes of calculating the Property Value for (i) any Exchange Property that constitutes an Unencumbered Property, only theproratashareofthePropertyValueforsuchExchangeProperty(correspondingtotheprorata share of the Exchange Beneficial Interests in the Exchange Property Owner or the tenant in common interests that are still owned by the Consolidated Group) shall be counted and (ii) any Unencumbered Property that is owned by a Subsidiary that is not wholly owned directly or indirectly by the Company, only the pro rata share of Property Value for such Unencumbered Property (corresponding to the pro rata share of such Subsidiary that is owned by the Company) shall be counted; plus (b) any unrestricted cash; plus (c) an amount equal to one hundred percent (100%) ofthe PropertyInvestmentValue ofeach Unencumbered PropertythatisanAsset Under Development; plus (d) an amount equal to one hundred percent (100%) of the then current book value of each First Mortgage Investment, provided that such First Mortgage Investment is not subject to any Liens or encumbrances and so long as the mortgagor with respect to such First Mortgage Investment is not delinquent thirty (30) days or more in any payment of interest or principal payments thereunder; plus (e) an amount equal to one hundred percent (100%) of the Company’soranyGuarantor’sinvestment(basedonthencurrentbookvalue)ofeachOtherDebt

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Investment,provided thatsuchOtherDebtInvestmentisnotsubjecttoanyLiensorencumbrances andsolongastheborrowerwithrespecttosuchOtherDebtInvestmentisnotdelinquentthirty

(30)daysormoreinanypaymentofinterestorprincipalpaymentsthereunder;plus(f)anamount equal to one hundred percent (100%) of the then current book value of each Exchange Debt Investment, provided that such Exchange Debt Investment is not subject to any Liens or encumbrancesandsolongastheExchangePropertyInvestorwithrespecttosuchExchangeDebt Investment is not delinquent thirty (30) days or more in any payment of interest or principal payments thereunder; plus (g) the amount of all Eligible Cash 1031 Proceeds resulting from the saleofUnencumberedProperties:provided thatnomorethanthirty-fivepercent(35%)ofTotal Unencumbered Property Pool Value may be attributable in the aggregate to, (i) Assets Under Development, (ii) Exchange Properties, (iii) First Mortgage Investments and Other Debt Investments, (iv) Exchange Debt Investments, or (v) Unencumbered Properties (other than Exchange Properties) that are owned by Subsidiaries that are at least 90% but less than 100% owned (directly or indirectly) by the Company with any such Unencumbered Properties that are not 100% owned comprising no more than ten percent (10%) of Total Unencumbered Property Pool Value.

“Total Unsecured Indebtedness” means, as of any date of determination, that portion of Total Indebtedness which does not constitute Total Secured Indebtedness; provided that for purposesofcalculatingTotalUnsecuredIndebtedness,theamountoftheConsolidatedGroupPro Rata Share of all Indebtedness of each Unconsolidated Affiliate (other than Indebtedness of such Unconsolidated Affiliate owed to a member of the Consolidated Group) shall be excluded for all purposesofthisdefinition.Fortheavoidanceofdoubt,theObligationsundertheLoanDocuments and currently payable obligations under Swap Contracts shall be included in Total Unsecured Indebtedness, and completion and similar Guarantees shall not be included in Total Unsecured Indebtedness.

“Tranche”meansacategoryofRevolvingCreditCommitmentsandtherelatedextensions ofcreditthereunder.Forpurposeshereof,eachofthefollowingcomprisesaseparateTranche:(a) Multicurrency Revolving Commitments and Multicurrency Revolving Tranche Loans, and (b) Dollar Tranche Commitments and Dollar Tranche Revolving Credit Loans.

“Trust”means Ares Real Estate Income Trust Inc. (f/k/a/BlackCreekDiversifiedProperty Fund Inc.), the general partner of the Company.

“Type” means, with respect to a Loan, its character as a Base Rate Loan, a LIBORDaily FloatingRateSOFRLoan,aEurodollarRateTerm SOFRLoan,anAlternativeCurrencyDailyRate Loan or an Alternative Currency Term Rate Loan.

“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).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under thePRARulebook(asamendedformtimetotime)promulgatedbytheUnitedKingdomPrudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which

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includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority”meanstheBankofEnglandoranyotherpublicadministrative authority having responsibility for the resolution of any UK Financial Institution.

“Unconsolidated Affiliate” means any Person in which the Consolidated Group, directly or indirectly, has any ownership interest of $1,000,000 or more (valued as of the most recent quarterly financial statement), whose financial results are not consolidated under GAAP with the financial results of the Consolidated Group.

“Unencumbered Asset Pool Leverage Ratio” means, for any period, Total Unsecured Indebtedness to Total Unencumbered Property Pool Value.

“Unencumbered Property” means a Property (other than (a) an Exchange Property except as hereinafter provided and (b) infrastructure assets) that is designated by the Company as an UnencumberedPropertyand:(i)iscompletedor,subjecttothelimitationinthedefinitionofTotal Unencumbered Property Pool Value, is an Asset Under Development; (ii) is located in a state within the United States (or the District of Columbia) or, subject to the limitation set forth in Section 7.09(g)(vii), in a Non-US Jurisdiction, (iii) is 100% owned in fee simple (or is ground leased pursuant to a Financeable Ground Lease or a Tax Incentive Lease Agreement) by the Company, a wholly owned Subsidiary, an Exchange Fee Titleholder, or subject to the limitation setforthinthedefinitionofTotalUnencumberedPropertyPoolValue,aSubsidiarythatisatleast 90% owned directly or indirectly by the Company provided no consent from a minority owner is required in order for the Company to cause a sale or refinancing of such Property, and so long as any such Subsidiary (whether or not wholly owned) is a Guarantor (to the extent required by Section 6.13);(iv)isnotsubjecttoanyLiensorencumbrancesotherthanclauses (a), (b), (c), (d), (f), (j), (k),and(n)ofthedefinitionofPermittedEncumbrancesoraLiensecuringbonds,notesor other obligations issued pursuant to a Permitted Tax Incentive Transaction; (v) is not subject to any agreement (including (a) any agreement governing Indebtedness incurred in order to finance or refinance the acquisition of such Property, and (b) if applicable, the organizational documents of the Company or any applicable Subsidiary Owner) which prohibits or limits the ability of the Company or any applicable Subsidiary Owner, as the case may be, to create, incur, assume or suffertoexistanyLienuponanysuchPropertyoranyEquityInterestsofanyapplicableSubsidiary Owner,exceptforcovenantsthatarenotmateriallymorerestrictivethanthecovenantscontained in this Agreement, in favor of holders of unsecured Indebtedness of the Company and such SubsidiaryOwnernotprohibitedhereunder;(vi)isnotsubjecttoanyagreement(including(a)any agreementgoverningIndebtednessincurredinordertofinanceorrefinancetheacquisitionofsuch Property, and (b) if applicable, the organizational documents of the Company or any applicable Subsidiary Owner) which entitles any Person to the benefit of any Lien on such Property or the EquityInterestsinanyapplicableSubsidiaryOwnerorExchangeFeeTitleholder,orwouldentitle anyPersontothebenefitofanyLienonsuchProperty(otherthan,ineachcase,theLiensecuring repaymentofbonds,notesorotherobligationsissuedpursuantto,orfeesandexpensesoftheTax IncentiveIssuerortrusteeincurredinconnectionwith,aPermittedTaxIncentiveTransaction) orsuch Equity Interestupon the occurrence of any contingency (including, without limitation, pursuant to an “equal and ratable” clause) other than any agreement entered into in connection with the financing of such Property and the pledge of such Property as security for any financing pending the closing of such financing, provided that such Property shall cease to be an

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Unencumbered Property upon the closing of such financing; (vii) is not subject to any agreement (including(a)anyagreementgoverningIndebtednessincurredinordertofinanceorrefinancethe acquisitionof such Property, and (b)if applicable, the organizational documents of the Company or any applicable Subsidiary Owner) which prohibits or limits the ability of the Company or any applicable Subsidiary Owner or Exchange Fee Titleholder, as the case may be, to make pro rata RestrictedPaymentstotheCompanyoranyapplicableSubsidiaryOwnerofincomearisingoutof such Property or prevents such Subsidiary Owner from transferring such Property (other than (x) any restriction with respect to a Property imposed pursuant to an agreement entered into for the saleordispositionofsuchPropertypendingtheclosingofsuchsaleordispositionorinconnection witha1031exchangeoranyrestrictioninconnectionwithaPermittedTaxIncentiveTransaction thatcomplieswiththeconditionsetforthinclause (viii)ofthecriteriaforsuchtransactions,and (y) any restriction with respect to a Subsidiary Owner that owns such Property imposed pursuant toanagreemententeredintoforthesaleordispositionofallorsubstantiallyalltheEquityInterests or assets of such Subsidiary Owner pending the closing of such sale or disposition); and (viii) is not the subject of any issues which would materially and adversely impact the operation of such Property.No Property owned by a Subsidiary Owner shall be deemed to be an Unencumbered Property unless (1) both such Property and all Equity Interests of such Subsidiary Owner held directly or indirectly by the Company are not subject to any Lien, except as otherwise expressly permitted herein, including without limitation, in connection with a Permitted Tax Incentive Transaction,(2)eachinterveningentitybetweentheentityimmediatelybelowAREIT Real EstateHoldco LLC (f/k/aDCTRTRealEstateHoldcoLLC)andsuchSubsidiaryOwnerisnotaborrower or guarantor of, or otherwise obligated in respect of, any Indebtedness for borrowed money or, if suchentityisaborrowerorguarantorof,orotherwiseisobligatedinrespectof,anyIndebtedness, suchIndebtednessisunsecured,and(3)neithersuchSubsidiaryOwnernoranyinterveningentity between the entity immediately below DCTRTAREITReal Estate Holdco LLC and such SubsidiaryOwnerissubjecttoinsolvencyproceedings,unabletopaydebtsorsubjecttoanywrit or warrant of attachment.A Property that is subject to an option to purchase shall not be disqualified by the requirement in clause (vii) from being an Unencumbered Property so long as the Property can be transferred subject to the rights of the optionee; provided that if the option to purchase is for a fixed price as distinguished from a market price, the Property Value for such Propertyshallbeequaltothelesserof(x)theamountdeterminedinaccordancewiththedefinition of Property Value, and (y) the option price for such Property.Notwithstanding the foregoing, Exchange Properties that are part of the Exchange Program may be included as Unencumbered Properties during the period of time that the Exchange Beneficial Interests or tenant in common interests are being marketed if all of the requirements set forth in this definition for an Unencumbered Propertyaremetother than (A)the ownership percentagerequirement(including without limitation the requirement set forth in clause (iii) of this definition), (B) the requirement thattheynotbeExchangeProperties,(C)anyrequirementthattheownerofsuchPropertybecome aSubsidiaryGuarantor(solongastheapplicableExchangeDepositorisaSubsidiaryGuarantor),

(D) any requirement that the Property not be subject to any agreement which prohibits or limits the ability of the Company or any applicable Subsidiary Owner, as the case may be, to create, incur, assume or suffer to exist any Lien upon such Property; provided that (for the avoidance of doubt), with respect to Exchange Properties, the Equity Interests of any applicable Subsidiary OwnershallnotbesubjecttoanyagreementthatprohibitsorlimitstheabilityoftheCompanyor suchSubsidiaryOwner,asthecasemaybe,tocreate,incur,assumeorsuffertoexistanyLienon such EquityInterests, or(E) any requirement set forth in clauses (1), (2) or(3) above, except that forpurposesofcalculatingunencumberedpoolfinancialcovenants,onlytheproratashareofvalue

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and income (corresponding to the pro rata share of the Exchange Beneficial Interests in the Exchange Property Owner or the tenant in common interests that are still owned by the Consolidated Group) shall be counted. Nothing herein shall prohibit an Unencumbered Property hereunder from constituting an unencumbered asset in connection with any other Indebtedness; provided that such Indebtedness is otherwise not prohibited pursuant to the terms of this Agreement.

“Unencumbered Property NOI” means, with respect to any Unencumbered Property for any period, the Net Operating Income for such Unencumbered Property for such period, less the applicableCapitalExpenditureReserve.ForpurposesofcalculatingUnencumberedPropertyNOI for any Exchange Property that constitutes an Unencumbered Property, only the pro ratashare of UnencumberedPropertyNOI(correspondingtotheproratashareoftheExchangeBeneficial Interests in the Exchange Property Owner or the tenant in common interests that are still owned bytheConsolidatedGroup)shallbecounted.ForpurposesofcalculatingUnencumberedProperty NOIforanyotherUnencumberedPropertythatisownedbyaSubsidiarythatisnotwhollyowned directly or indirectly by the Company, only the pro rata share of Unencumbered Property NOI (corresponding to the pro rata share of such Subsidiary that is owned by the Company) shall be counted.

“United States” and “U.S.” mean the United States of America. “Unreimbursed Amount”hasthemeaningspecifiedinSection 2.03(f).

“Unrestricted Cash and Cash Equivalents” means, in the aggregate, all cash and Cash Equivalents which are not pledged for the benefit of any party (whether a creditor, seller or otherwise)havingaclaim(whetherliquidatedornot)againstamemberoftheConsolidatedGroup, tobevaluedforpurposesofthisAgreementat100%ofitsthen-currentbookvalue,asdetermined under GAAP.

“Unsecured Interest Coverage Ratio” means (i) Unencumbered Property NOI for all Unencumbered Properties plus interest income from unencumbered First Mortgage Investments and Exchange Debt Investments, divided by (ii) Unsecured Interest Expense in each case for the most recent quarter annualized.

“Unsecured Interest Expense”means, for any period without duplication, the amount of interest (without duplication, whether accrued, paid or capitalized) on Total Unsecured Indebtedness, but excluding amortized financial related expenses.

“Unused Fee Rate”means(i)withrespecttotheRevolvingCreditFacility(a)apercentage per annum equal to twenty basis points (0.20%) if the weighted average Total Revolving Credit Outstandings during the applicable quarter based on the daily Revolving Credit Outstandings during such quarter are less than fifty percent (50%) of the Revolving Credit Facility and (b) a percentage per annum equal to fifteen basis points (0.15%) if the weighted average Total RevolvingCreditOutstandingsduringtheapplicablequarterbasedonthedailyRevolvingCredit Outstandingsduringsuchquarterareequaltoorgreaterthanfiftypercent(50.0%)oftheRevolving CreditFacility,and(ii)withrespecttoeachTermFacilityapercentageequaltotwentybasispoints (0.20%) per annum.

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“U.S. Borrower”meansanyBorrowerthatisorganizedunderthelawsofanystatewithin the United States or the District of Columbia.

“U.S. Government Securities Business Day”meansanyBusinessDay,exceptanyBusiness Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of NewYork is not open for businessbecause such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

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

“U.S. Tax Compliance Certificate” has the meaningspecifiedinSection 3.01(g)(ii)(B)(III).

“Withholding Agent”meanstheBorrowersandtheAdministrativeAgent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority,thewrite-downandconversionpowersofsuchEEAResolutionAuthorityfromtimeto time under the Bail-In Legislation for the applicable EEA Member Country, which write-down andconversionpowersaredescribedintheEUBail-InLegislationSchedule,and(b)withrespect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of thatliabilityintoshares,securitiesorobligationsofthatpersonoranyotherperson,toprovidethat any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.02Other Interpretive Provisions.WithreferencetothisAgreementandeachother Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)Thedefinitionsoftermshereinshallapplyequallytothesingularandpluralforms of the terms defined.Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”The word “will” shall be construed to have the same meaning and effect as the word “shall.”Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwisemodified(subjecttoanyrestrictionsonsuchamendments,supplementsormodifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof,(iv)allreferencesinaLoanDocumenttoArticles,Sections,ExhibitsandSchedulesshall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan

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Documentinwhichsuchreferencesappear,(v)anyreferencetoanylawshallincludeallstatutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any referencetoanylaw,ruleorregulationshall,unlessotherwisespecified,refertosuchlaw,ruleor regulation as amended, modified or supplemented from time to time, and (vi) unless the context otherwiserequires,thewords“asset”and“property”shallbeconstruedtohavethesamemeaning andeffectandtorefertoanyandalltangibleandintangibleassetsandproperties,includingcash, securities, accounts and contract rights, and (vii) the word “owned” when used with respect to a Property, shall include ownership of a leasehold estate pursuant to a Financeable Ground Lease.

(b)Inthecomputationofperiodsoftimefromaspecifieddatetoalaterspecifieddate, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(c)Section headings herein and in the other Loan Documents are included for convenienceofreferenceonlyandshallnotaffecttheinterpretationofthisAgreementoranyother Loan Document.

(d)Any reference herein to a merger, transfer, consolidation, amalgamation, assignment,sale,dispositionortransfer,orsimilarterm,shallbedeemedtoapplytoaDivisionas ifitwereamerger,transfer,consolidation,amalgamation,assignment,sale,dispositionortransfer, or similar term, as applicable, to, of or with a separate Person. Any Division Successor shall constituteaseparatePersonhereunder(andeachDivisionofanyPersonthatisaSubsidiary,joint venture or any other like term shall also constitute such a Person or entity).

1.03 Accounting Terms.

(a)Generally.Allaccountingtermsnotspecificallyorcompletelydefinedhereinshall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.Notwithstanding the foregoing, for purposes of determiningcompliancewithanycovenant(includingthecomputationofanyfinancialcovenant) containedherein,IndebtednessoftheCompanyanditsSubsidiariesshallbedeemedtobecarried at100%oftheoutstandingprincipalamountthereof,andtheeffectsofFASBASC825andFASB ASC 470-20 on financial liabilities shall be disregarded.

(b)Changes in GAAP.If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the CompanyortheRequiredLendersshallsorequest,theAdministrativeAgent,theLendersandthe Companyshallnegotiateingoodfaithtoamendsuchratioorrequirementtopreservetheoriginal intentthereofinlightofsuchchangeinGAAP(subjecttothereasonableapprovaloftheRequired Lenders if such change would have a material effect on the computation of any financial ratio or requirement); provided that, until so amended, (i) such ratio or requirement shall continue to be

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computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Administrative Agent and the Lenders financial statements and other documents requiredunderthisAgreementorasreasonablyrequestedhereundersettingforthareconciliation betweencalculationsofsuchratioorrequirementmadeimmediatelybeforeandaftergivingeffect to such change in GAAP.

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

1.04Rounding.Any financial ratios required to be maintained by the Company pursuanttothisAgreementshallbecalculatedbydividingtheappropriatecomponentbytheother component,carryingtheresulttooneplacemorethanthenumberofplacesbywhichsuchratiois expressedhereinandroundingtheresultupordowntothenearestnumber(witharounding-upif there is no nearest number).

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

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

1.07Interest Rates.The Administrative Agent and Lenders do not warrant, or accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration,submissionoranyothermatterrelatedtotheratesinthedefinitionof“EurodollarRate”, “LIBOR Daily Floating Rate”, “Alternative Currency Daily Rate”, “Alternative CurrencyTerm Rate”any reference rate referred to hereinor with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Benchmark Replacement or Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes or anyConformingChangesorwithrespect. The Administrative Agent and its affiliates or other relatedentities may engage in transactions or other activities that affect any reference rate referredto herein, or anycomparableoralternative,successoror replacement ratethereto,otherthanliabilitytotheCompanyforgrossnegligenceorwillfulmisconductasdeterminedbyacourtofcompetent

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jurisdictioninafinalnon-appealableorder(including, without limitation, any Successor Rate) (orany component of any of the foregoing) or any related spread or other adjustments thereto, in eachcase, in a manner adverse to the Borrowers. The Administrative Agent may select informationsources or services in its reasonable discretion to ascertain any reference rate referred to herein orany alternative, successor or replacement rate (including, without limitation, any Successor Rate)(or any component of any of the foregoing), in each case pursuant to the terms of this Agreement,and shall have no liability to any Borrower, any Lender or any other person or entity for damagesof any kind, including direct or indirect, special, punitive, incidental or consequential damages,costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity),for any error or other action or omission related to or affecting the selection, determination, orcalculation of any rate (or component thereof) provided by any such information source or service.

1.08 Exchange Rates; Currency Equivalents.

(a)The Administrative Agent or the applicable L/C Issuer, as applicable, shall determine the Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies on each Revaluation Date. Such Dollar Equivalent shall becomeeffectiveasofsuchRevaluationDateandshallbetheDollarEquivalentofsuchamounts untilthenextRevaluationDatetooccur.Exceptforpurposesoffinancialstatementsdeliveredby Loan Parties hereunder or calculating financial covenants hereunder (which shall be, unless otherwise agreed by the Administrative Agent and the Company, based on currency conversions used for the Company’s or the Trust’s, as applicable, GAAP reporting) or except as otherwise provided in the Loan Documents, the applicable amount of any currency (other than Dollars) for purposesoftheLoanDocumentsshallbesuchDollarEquivalentamountassodeterminedbythe Administrative Agent or the applicable L/C Issuer, as applicable.

(b)Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of an Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Loan or Letter of Credit is denominated in an AlternativeCurrency, such amount shall be therelevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be.

1.09 Additional Alternative Currencies.

(a)TheCompanymayfromtimetotimerequestthatMulticurrencyTrancheLoansbe made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency”; provided that such requested currency is an Eligible Currency. In the case of any such request with respect to the making of Multicurrency Tranche Loans, such request shall be subject to the approval of the Administrative Agent and each MulticurrencyTrancheLender;andinthecaseofanysuchrequestwithrespecttotheissuanceof LettersofCredit,suchrequestshallbesubjecttotheapprovaloftheAdministrativeAgentandthe applicable L/C Issuer issuing such Letters of Credit.

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(b)Any such request shall be made to the Administrative Agent not later than 11:00 a.m., twenty (20) Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertainingtoLettersofCredit,theapplicableL/CIssuer,initsortheirsolediscretion).Inthecase of any such request pertaining to Multicurrency Tranche Loans, the Administrative Agent shall promptly notify each Multicurrency Tranche Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuers thereof. Each Multicurrency Tranche Lender (in the case of any such request pertaining to Multicurrency Tranche Loans) or the applicable L/C Issuer (in the case of a request pertaining to LettersofCredit)shallnotifytheAdministrativeAgent,notlaterthan11:00a.m.,ten(10)Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Multicurrency Tranche Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

(c)Any failure by a Multicurrency Tranche Lender or an L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemedtobearefusalbysuchMulticurrencyTrancheLenderorsuchL/CIssuer,asthecasemay be, to permit Multicurrency Tranche Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Multicurrency Tranche Lenders consent to making Multicurrency Tranche Loans in such requested currency and the Administrative Agent and such Multicurrency Tranche Lenders reasonably determine that an appropriate interest rate is available to be used for such requested currency, the Administrative Agent shall so notify the Company and (i) the Administrative Agent and the Multicurrency Tranche Lenders may amend the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable, and the definition of RelevantRate to the extent necessary to add the applicable rate for such currency and any applicable adjustment for such rate and (ii) to the extent the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate, asapplicable,and the definition of Relevant Ratehasbeenamendedtoreflecttheappropriaterate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency for purposes of any Borrowings of Multicurrency Tranche Loans. If the Administrative AgentandanyL/CIssuer(s)consenttotheissuanceofLettersofCreditinsuchrequestedcurrency, theAdministrativeAgentshallsonotifytheCompanyand(iiii)theAdministrativeAgentandsuch L/C Issuer(s)may amend the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable, and the definition of Relevant Rate to the extent necessary to add theapplicable ratefor suchcurrency andany applicableadjustmentfor such rateand (ivii)to the extent the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate, asapplicable,and the definition of Relevant Ratehasbeenamendedtoreflecttheappropriaterate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency, for purposes of any Letter of Credit issuances by such L/C Issuer(s). If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.09, the Administrative Agent shall promptly so notify the Company.

1.10Change of Currency.

(a)Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful

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currencyafterthedatehereofshallberedenominatedintoEuroatthetimeofsuchadoption.If,in relationtothecurrencyofanysuchmemberstate,thebasisofaccrualofinterestexpressedinthis Agreementinrespectofthatcurrencyshallbeinconsistentwithanyconventionorpracticeinthe interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shallbereplacedbysuchconventionorpracticewitheffectfromthedateonwhichsuchmember state adopts the Euro as its lawful currency; provided that, if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

(b)Each provision of this Agreement shall be subject to such reasonable changes of constructionastheAdministrativeAgentmayfromtimetotimespecifytobeappropriatetoreflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c)EachprovisionofthisAgreementalsoshallbesubjecttosuchreasonablechanges of construction as the Administrative Agent may from time to time specify to be appropriate to reflectachangeincurrencyofanyothercountryandanyrelevantmarketconventionsorpractices relating to the change in currency.

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 The Loans.

(a) The Term A-1 Borrowing.

(i)Subjecttothetermsandconditionssetforthherein,eachTermA-1Lender severallyagreestomakeaTermA-1LoantotheCompanyontheClosingDateinDollars anduptofour(4)additionalTermA-1Loans,intheaggregate,inDollarstotheCompany (or any other U.S. Borrower as specified by the Company) or in an Alternative Currency to the Company (or any other Borrower as specified by the Company) from time to time on any Business Day thereafter (each such Business Day after the Closing Date, a “Term A-1 Funding Date”)priortotheTermA-1LoanDrawDeadline,inanaggregateprincipal amount not to exceed such Term A-1 Lender’s Term A-1 Commitment.All unfunded Term A-1 Commitments shall expire on the Term A-1 Loan Draw Deadline.Each Term A-1 Borrowing on the Closing Date and on each Term A-1 Funding Date shall consist of Term A-1 Loans made simultaneously by the Term A-1 Lenders in the same currency in accordance with their respective Applicable Percentage of the Term A-1 Facility at such time. Amounts may only be drawn under this Section 2.01(a) on or before the Term A-1 LoanDrawDeadline.AmountsborrowedunderthisSection 2.01(a)andrepaidorprepaid may not be reborrowed. Term A-1 Loans may be Base Rate Loans, Eurodollar RateTermSOFRLoans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loansasfurtherprovidedherein.Fortheavoidanceofdoubt,aconversionofaTermA-1

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LoanfromoneTypetoanotheroracontinuationofaEurodollarRateTerm SOFRLoanor anAlternativeCurrencyTermRateLoanwillnotconstituteanadditionalTermA-1Loan forthepurposeofthefirstsentenceofthisSection 2.01(a)(i).Aprincipalamountequalto $325,000,000 of the Existing Term Loans outstanding as of the Closing Date shall be deemed to have been funded pursuant hereto, and part of the Term A-1 Borrowing made on the Closing Date and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii)IfaTermA-1BorrowingofAlternativeCurrencyLoansisrequested,then onsuchTermA-1FundingDateeachTermA-1Lender’sTermA-1Commitmentandthe Term A-1 Facility shall be allocated by the Administrative Agent into tranches to reflect the Term A-1 Loans made by such Term A-1 Lender in each currency and the Administrative Agent shall restate Schedule 2.01A to reflect the Term A-1 Facility as so tranched (which restated schedule the Administrative Agent will make available to the LendersandtheCompany).TheAdministrativeAgentandtheCompanymay,withoutthe consent of any Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the AdministrativeAgentandtheCompany,toreflectanytranchingoftheTermA-1Facility as contemplated above.

(b) The Term A-2 Borrowing.

(i)Subjecttothetermsandconditionssetforthherein,eachTermA-2Lender severallyagreestomakeaTermA-2LoantotheCompanyontheClosingDateinDollars anduptofour(4)additionalTermA-2Loans,intheaggregate,inDollarstotheCompany (or any other U.S. Borrower as specified by the Company) or in an Alternative Currency to the Company (or any other Borrower as specified by the Company) from time to time on any Business Day thereafter (each such Business Day after the Closing Date, a “Term A-2 Funding Date”)priortotheTermA-2LoanDrawDeadline,inanaggregateprincipal amount not to exceed such Term A-2 Lender’s Term A-2 Commitment.All unfunded Term A-2 Commitments shall expire on the Term A-2 Loan Draw Deadline.Each Term A-2 Borrowing on the Closing Date and on each Term A-2 Funding Date shall consist of Term A-2 Loans made simultaneously by the Term A-2 Lenders in the same currency in accordance with their respective Applicable Percentage of the Term A-2 Facility at such time. Amounts may only be drawn under this Section 2.01(b) on or before the Term A-2 LoanDrawDeadline.AmountsborrowedunderthisSection 2.01(b)andrepaidorprepaid maynotbereborrowed.TermA-2LoansmaybeBaseRateLoans,EurodollarRateTerm SOFRLoans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loansasfurtherprovidedherein.Fortheavoidanceofdoubt,aconversionofaTermA-2 LoanfromoneTypetoanotheroracontinuationofaEurodollarRateTerm SOFRLoanor anAlternativeCurrencyTermRateLoanwillnotconstituteanadditionalTermA-2Loan for the purpose of the first sentence of this Section 2.01(b)(i).

(ii)IfaTermA-2BorrowingofAlternativeCurrencyLoansisrequested,then onsuchTermA-2FundingDateeachTermA-1Lender’sTermA-1Commitmentandthe Term A-2 Facility shall be allocated by the Administrative Agent into tranches to reflect the Term A-2 Loans made by such Term A-2 Lender in each currency and the Administrative Agent shall restate Schedule 2.01A to reflect the Term A-2 Facility as so

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tranched (which restated schedule the Administrative Agent will make available to the LendersandtheCompany).TheAdministrativeAgentandtheCompanymay,withoutthe consent of any Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the AdministrativeAgentandtheCompany,toreflectanytranchingoftheTermA-2Facility as contemplated above.

(c) The Revolving Credit Borrowings.

(i)Dollar Tranche Loans.Subjecttothetermsandconditionssetforthherein, eachRevolvingCreditLenderseverallyagreestomakerevolvingloans(eachsuchloan,a “Dollar Tranche Loan”) in Dollars to the Company (or any other U.S. Borrower as specifiedbytheCompany)fromtimetotime,onanyBusinessDayduringtheAvailability PeriodinrespectoftheRevolvingCreditFacility,inanaggregateamountnottoexceedat anytimeoutstandingtheamountofsuchLender’sDollarTrancheCommitment;provided, however, that, after giving effect to any Revolving Credit Borrowing of Dollar Tranche Loans, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (ii) the aggregate Outstanding Amount of all Dollar Tranche Loans, plus the Outstanding Amount of all L/C Obligations shall not exceed the aggregate amount of the Dollar Tranche Commitments of all Lenders, (iii) the Revolving Credit Exposure of any LendershallnotexceedsuchRevolvingCreditLender’sRevolvingCreditCommitment,

(iv) the aggregate Outstanding Amount of Dollar Tranche Loans of any Lender plus such Lender’s participation in L/C Obligations at such time shall not exceed the such Lender’s Dollar Tranche Commitment.

(ii)Multicurrency Tranche Loans.Subjecttothetermsandconditionssetforth herein,eachRevolvingCreditLenderseverallyagreestomakerevolvingloans(eachsuch loan, a “Multicurrency Tranche Loan”) in Dollars to the Company (or any other U.S. Borrower as specified by the Company) or in one or more Alternative Currencies to the Company(oranyotherBorrowerasspecifiedbytheCompany)fromtimetotime,onany BusinessDayduringtheAvailabilityPeriodinrespectoftheRevolvingCreditFacility,in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Multicurrency Tranche Commitment; provided, however, that, after giving effect to any Revolving Credit Borrowing of Multicurrency Tranche Loans, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (ii) the aggregate Outstanding Amount of all Multicurrency Tranche Loans shall not exceed the aggregate amountoftheMulticurrencyTrancheCommitmentsofallLenders,(iii)theRevolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Credit Commitment, and (iv) the aggregate Outstanding Amount of all Revolving Credit Loans and L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit.

(iii)General.Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers mayborrowunderthisSection 2.01(c),prepayunderSection 2.05,andreborrowunderthis Section 2.01(c).Revolving Credit Loans may be Base Rate Loans, Eurodollar RateTermSOFRLoans, LIBOR Daily Floating RateSOFRLoans, Alternative Currency Daily Rate

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LoansorAlternativeCurrencyTermRateLoans,asfurtherprovidedherein.AllExisting Revolving Credit Loans shall be deemed to have been funded pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

2.02 Borrowings, Conversions and Continuations of Loans.

(a)Each Term A-1 Borrowing, each Term A-2 Borrowing, each Revolving Credit Borrowing,eachconversionofTermLoansorRevolvingCreditLoansfromoneTypetoanother, and each continuation of a Eurodollar RateTerm SOFRLoan or an Alternative Currency Term Rate Loan shall be made upon the Company’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice.Each such Committed Loan Notice must be received by the AdministrativeAgentnotlaterthan12:00noon(i)threeBusinessDayspriortotherequesteddate of any Borrowing of, conversion to or continuation of Eurodollar RateTerm SOFRLoans or of anyconversionofEurodollarRateTerm SOFRLoanstoBaseRateLoansorLIBORDailyFloatingRateSOFRLoans, (ii) three Business Days (orfive Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Alternative Currency Loans or any continuation of Alternative Currency Term Rate Loans, and (iii) on the requested date of any BorrowingofBaseRateLoansorLIBORDailyFloatingRateSOFRLoansandforanyconversion of Base Rate Loans to LIBOR Daily Floating RateSOFRLoans or of LIBOR Daily FloatingRateSOFRLoanstoBaseRateLoans.EachBorrowingof,conversiontoorcontinuationofLoans other than Base Rate Loans and LIBOR Daily Floating RateSOFRLoans shall be in a principal amountoftheDollarEquivalentof$500,000orawholemultipleoftheDollarEquivalentof $100,000 in excess thereof.Except as provided in SectionsSection 2.03(c) and 2.04(c), each BorrowingoforconversiontoBaseRateLoansorLIBORDailyFloatingRateSOFRLoansshall be in a principal amount of the Dollar Equivalent of $500,000 or a whole multiple of the Dollar Equivalentof$100,000inexcessthereofprovided thattheamountofaBaseRateLoanoraLIBORDaily Floating RateSOFRLoan may be in an amount equal to the entire unpaid balance of the Commitments or the amount that is required to finance the reimbursement of an L/C Borrowing. Each Committed Loan Notice shall specify (i) whether the applicable Borrower is requesting a Term A-1 Borrowing, a Term A-2 Borrowing, a Revolving Credit Borrowing, a conversion of Term A-1 Loans, Term A-2 Loans or Revolving Credit Loans from one Type to another, or a continuationofEurodollarRateTerm SOFRLoansorAlternativeCurrencyTermRateLoans,(ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall beaBusinessDay),(iii)thecurrencyandprincipalamountofLoanstobeborrowed,convertedor continued,(iv)the Type ofLoans to beborrowedorto which existingTermA-1Loans,TermA-2LoansorRevolvingCreditLoansaretobeconverted,(v)ifapplicable,thedurationoftheInterest Period with respect thereto, (vi) if applicable, the Tranche with respect thereto, and (vi) if applicable, the Designated Borrower.If the Company fails to specify a currency in a Committed LoanNoticerequestingaBorrowing,thentheLoanssorequestedshallbemadeinDollars.Ifthe Company fails to specify a Tranche in a Committed Loan Notice requesting a Revolving Credit Borrowing, then the Loans so requested shall be made as Dollar Tranche Loans if the request specifies Dollars (or does not specify a currency) and as Multicurrency Tranche Loans if the request specifies an Alternative Currency or if no unused Dollar Tranche Commitment exists.If

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theCompanyfailstospecifyaTypeofLoaninaCommittedLoanNoticeoriftheCompanyfails to give a timely notice requesting a conversion or continuation, then the applicable Term A-1 Loans, Term A-2 Loans or Revolving Credit Loans shall be made as, or converted to, EurodollarRateTerm SOFRLoanshavinganInterestPeriodofone(1)month;provided,however,that(x) ifany such Committed Loan Notice requesting a Borrowing specifies an Alternative Currency, suchLoans shall be made as Alternative Currency Daily Rate Loans or as Alternative Currency TermRate Loans having an Interest Period of one (1) month, as applicable, in the requested currencyand (y)inthecaseofafailuretotimelyrequestacontinuationofAlternativeCurrencyTermRate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one (1) month.Any such automatic conversion to EurodollarRateTerm SOFRLoans with an Interest Period of one (1) month or continuation as Alternative Currency Term Rate Loans with an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar RateTermSOFRLoansorAlternativeCurrencyTermRateLoans,asapplicable.IftheCompanyrequestsa Borrowingof,conversionto,orcontinuationofEurodollarRateTerm SOFRLoansorAlternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period,itwillbedeemedtohavespecifiedanInterestPeriodofone(1)month.Exceptasprovided pursuant to Section 2.02(c), 2.12(a) and 3.03, no Loan may be converted into or continued as a Loan denominated in a different currency or in a different Tranche, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency or reborrowed in a different Tranche.

(b)Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount and currency of its Applicable Percentage of the applicable Term A-1 Loans, Term A-2 Loans or Revolving Credit Loans, and if no timely notice ofaconversionorcontinuationisprovidedbytheCompany,theAdministrativeAgentshallnotify eachLenderofthedetailsofanyautomaticconversiontoEurodollarRateTerm SOFRLoanswith an Interest Period of one (1) month or continuation of Alternative Currency Term Rate Loans described in the preceding subsection.In the case of a Term A-1 Borrowing, a Term A-2 Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 2:00 p.m. in the case of Loans denominated in Dollars,andnotlaterthantheApplicableTimeinthecaseofAlternativeCurrencyLoans,ineach case,ontheBusinessDayspecifiedintheapplicableCommittedLoanNotice.Uponsatisfaction inallmaterialrespectsoftheapplicableconditionssetforthinSection 4.02(and,ifsuchBorrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received promptly available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordancewithinstructionsprovidedto(andreasonablyacceptableto)theAdministrativeAgent by the Company or such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to a Revolving Credit Borrowing denominated in Dollars is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing,first,shallbeappliedtothepaymentinfullofanysuchL/CBorrowings,andsecond, shall be made available to such Borrower as provided above.

(c)Except as otherwise provided herein, a Eurodollar RateTerm SOFRLoan may be continued or converted, and an Alternative Currency Term Rate Loan may be continued, only on

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the last day of an Interest Period for such Loan.During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar RateTerm SOFRLoans without the consent of the Required Lenders and no Loans may be requested as Alternative Currency Daily Rate Loans, or requested as or continued as Alternative Currency Term Rate Loans, if the Administrative Agent has notified the Company that the Required Lenders have determined that such a request or continuation is not appropriate, and the Required Lenders may require that any or all of the affected outstanding Alternative Currency Loans be prepaid, or be converted into a Borrowing of LIBOR Daily Floating RateSOFRLoans in the Dollar Equivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan.

(d)The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar RateTerm SOFRLoans upon determination of such interest rate.

(e)After giving effect to (i) all Term A-1 Borrowings, all conversions of Term A-1 Loans from one Type to another, and all continuations of Term A-1 Loans as the same Type, (ii) all Term A-2 Borrowings, all conversions of Term A-2 Loans from one Type to another, and all continuations of TermA-2 Loansasthe sameType and(iii)all RevolvingCredit Borrowings, all conversions of Revolving Credit Loans from one Type to another, and all continuations of RevolvingCreditLoansasthesameType,thereshallnotbemorethanten(10)InterestPeriodsin effect with respect to the Term Facilities and the Revolving Credit Facility.

(f)Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuanttoacashlesssettlementmechanismapprovedbytheCompany,theAdministrativeAgent, and such Lender.

(g)WithrespecttoanyBenchmarkReplacement,of SOFR, Daily Simple SOFR, TermSOFR, anyAlternativeCurrencyDailyRateor, anyAlternativeCurrencyTermRate, any RelevantRate or any Successor Rate, the Administrative Agent will have the right to make BenchmarkReplacementConformingChangesorConformingChanges,asapplicable,fromtimetotimeand, notwithstandinganythingtothecontraryhereinorinanyotherLoanDocument,anyamendments implementingsuchBenchmarkReplacementConformingChangesandConformingChangeswill becomeeffectivewithoutanyfurtheractionorconsentofanyotherpartytothisAgreementorany other Loan Document; provided that, with respect to any such amendment effected, the AdministrativeAgentshallposteachsuchamendmentimplementingsuchBenchmark ReplacementConformingChangesorConformingChangestotheCompanyandtheLenders reasonably promptly after such amendment becomes effective.

2.03 Letters of Credit.

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(a)General.Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01, the Company may request any L/C Issuer, in reliance on the agreements of the Dollar Tranche Lenders set forth in this Section 2.03, to issue, at any time and from time to time during the Availability Period, and such L/C Issuer agrees to issue, subject to thetermsandconditionssetforthherein,LettersofCreditdenominatedinDollarsoranAlternative CurrencyfortheCompany’sownaccountortheaccountofanyofitsSubsidiariesinsuchformas is acceptable to the Administrative Agent and such L/C Issuer in its reasonable determination. Letters of Credit issued hereunder shall constitute utilization of the Revolving Credit Commitments and the Dollar Tranche Commitments.

(b)Notice of Issuance, Amendment, Extension, Reinstatement or Renewal.Torequest theissuanceofaLetterofCredit(ortheamendmentofthetermsandconditions,extensionofthe termsandconditions,extensionoftheexpirationdate,orreinstatementofamountspaid,orrenewal of an outstanding Letter of Credit), subject to the next sentence of this Section 2.03(b), the Company shall deliver (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable L/C Issuer) to an L/C Issuer selected by it and to the Administrative Agent not later than 1:00 p.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, extended, reinstated or renewed, and specifying the date of issuance, amendment, extension,reinstatementorrenewal(whichshallbeaBusinessDay),thedateonwhichsuchLetter of Credit is to expire (which shall comply with paragraph (d) of this Section 2.03), the currency andamountofsuchLetterofCredit,thenameandaddressofthebeneficiarythereof,thepurpose and nature of the requested Letter of Credit and such other information as shall be necessary to prepare,amend,extend,reinstateorrenewsuchLetterofCredit.AllrequestsforLettersofCredit denominatedinanAlternativeCurrencyshall,inthefirstinstance,bedirectedtoBankofAmerica in its capacity as an L/C Issuer, and, if Bank of America declines to issue a Letter of Credit denominatedinanAlternativeCurrency(orfailstoissuesuchLetterofCreditwithinfiveBusiness Days of any request therefor), the Company may then deliver a request for such Letter of Credit denominated in an Alternative Currency to another L/C Issuer; provided further that there shall not be more than two L/C Issuers, in addition to Bank of America, with Letters of Credit outstandinginanAlternativeCurrencyatanytime.IfrequestedbytheapplicableL/CIssuer,the Company also shall submit a letter of credit application and reimbursement agreement on such L/C Issuer’s standard form in connection with any request for a Letter of Credit.In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application and reimbursement agreement or other agreement submitted by the Company to, or entered into by the Company with, an L/C Issuer relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

If the Company so requests in any applicable Letter of Credit Application (or the amendmentofanoutstandingLetterofCredit),theapplicableL/CIssuermay,initssolediscretion, agreetoissueaLetterofCreditthathasautomaticextensionprovisions(each,an“Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit shall permit such L/C Issuertopreventanysuchextensionatleastonceineachtwelve-monthperiod(commencingwith the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not

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laterthanaday(the“Non-Extension Notice Date”)ineachsuchtwelve-monthperiodtobeagreed upon by the Company and the applicable L/C Issuer at the time such Letter of Credit is issued. UnlessotherwisedirectedbytheapplicableL/CIssuer,theCompanyshallnotberequiredtomake a specific request to such L/C Issuer for any such extension.Once an Auto-Extension Letter of Credit has been issued, the Dollar Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the 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 suchL/CIssuershallnot(i)permitanysuchextensionif(A)suchL/CIssuerhasdeterminedthat itwouldnotbepermitted,orwouldhavenoobligation,atsuchtimetoissuesuchLetterofCredit in its extended form under the terms hereof (except that the expiration date may be extended to a date that is no more than one year from the then-current expiration date), or (B) it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before thedaythatissevenBusinessDaysbeforetheNon-ExtensionNoticeDatefromtheAdministrative Agent that the Required Tranche Lenders have elected not to permit such extension or (ii) be obligated to permit such extension if it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven Business Days beforetheNon-ExtensionNoticeDatefromtheAdministrativeAgent,anyDollarTrancheLender oranyBorrowerthatoneormoreoftheapplicableconditionssetforthinSection 4.02isnotthen satisfied, and in each such case directing such L/C Issuer not to permit such extension.

(c)Limitations on Amounts, Issuance and Amendment.A Letter of Credit shall be issued, amended, extended, reinstated or renewed only if (and upon issuance, amendment, extension, reinstatement or renewal of each Letter of Credit the Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, reinstatement or renewal (i) the aggregate amount of the outstanding Letters of Credit issued by any L/C Issuer shall not exceed its L/C Commitment; provided that, subject to the limitations set forth in this Section 2.03(c), any L/C Issuer in its sole discretion may issue Letters of Credit in excessofsuchL/CIssuer’sL/CCommitment,(ii)theaggregateL/CObligationsshallnotexceed the Letter of Credit Sublimit, (iii) the Revolving Credit Exposure of any Lender shall not exceed its Revolving Credit Commitment, (iv) the TotalRevolving Credit Outstandings shall not exceed theRevolvingCreditFacility,(v)theaggregateOutstandingAmountofallDollarTrancheLoans, plustheOutstandingAmountofallL/CObligationsshallnotexceedtheaggregateamountofthe DollarTrancheCommitmentsofallLenders,and(vi)theaggregateOutstandingAmountofDollar Tranche Loans of any Lender plus such Lender’s participation in L/C Obligations at such time shall not exceed such Lender’s Dollar Tranche Commitment.

(i) NoL/CIssuershallbeunderanyobligationtoissueanyLetterofCreditif:

(A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuingtheLetterofCredit,oranyLawapplicabletosuchL/CIssueroranyrequest or directive (whether or not having the force of law) from any Governmental AuthoritywithjurisdictionoversuchL/CIssuershallprohibit,orrequestthatsuch L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of CreditinparticularorshallimposeuponsuchL/CIssuerwithrespecttotheLetter ofCreditanyrestriction,reserveorcapitalrequirement(forwhichsuchL/CIssuer isnot

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otherwisecompensatedhereunder)notineffectontheClosingDate,orshall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was notapplicableontheClosingDateandwhichsuchL/CIssueringoodfaithdeems material to it;

(B)theissuanceofsuchLetterofCreditwouldviolateoneormorepolicies of such L/C Issuer applicable to letters of credit generally;

(C)exceptasotherwiseagreedbytheAdministrativeAgent andsuchL/C Issuer, the Letter of Credit is in an initial stated amount less than $500,000;

(D)anyRevolvingCreditLenderisatthattimeaDefaultingLender,unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral,satisfactorytosuchL/CIssuer(initssolediscretion)withtheCompany orsuchLendertoeliminatesuchL/CIssuer’sactualorpotentialFrontingExposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or thatLetter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

(E)theLetterofCreditcontainsanyprovisionsforautomaticreinstatement of the stated amount after any drawing thereunder.

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

(d)Expiration Date.Each Letter of Credit shall have a stated expiration date no later thantheearlierof(i)thedatetwelvemonthsafterthedateoftheissuanceofsuchLetterofCredit (or, in the case of any extension of the expiration date thereof, whether automatic or by amendment,twelvemonthsafterthethen-currentexpirationdateofsuchLetterofCredit)and(ii) the date that is five Business Days prior to the Maturity Date.

(e)Participations.

​ ​(i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), and without any further action on the part of the applicable L/C Issuer or the Dollar Tranche Lenders, such L/C Issuer hereby grants to each Dollar Tranche Lender, and each Dollar Tranche Lender hereby acquiresfromsuchL/CIssuer,aparticipationinsuchLetterofCreditequaltosuchDollarTranche Lender’s Applicable Revolving Credit Percentage of the aggregate amount available to be drawn under such Letter of Credit.Each Dollar Tranche Lender

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acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.03(e)(i)in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstancewhatsoever,includinganyamendment,extension,reinstatementorrenewalofanyLetter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments.

(ii)In consideration and in furtherance of the foregoing, each Dollar Tranche Lender hereby absolutely, unconditionally and irrevocably agrees to pay to the Administrative Agent in Dollars, for account of the applicable L/C Issuer, such Dollar Tranche Lender’s Applicable Revolving Credit Percentage of each L/C Disbursement madebyanL/CIssuer(expressed in Dollars in the amount of the Dollar Equivalent thereof)not later than 1:00 p.m. on the Business Day specified in the notice provided by the AdministrativeAgenttotheDollarTrancheLenderspursuanttoSection 2.03(f)untilsuch L/C Disbursement is reimbursed by the applicable Borrower or at any time after any reimbursement payment is required to be refunded to such Borrower for any reason, including after the Maturity Date.Such payment shall be made without any offset, abatement,withholdingorreductionwhatsoever.Eachsuchpaymentshallbemadeinthe samemannerasprovidedinSection 2.02withrespecttoRevolvingCreditLoansmadeby such Dollar Tranche Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Dollar Tranche Lenders), and the Administrative Agent shall promptly pay to the applicable L/C Issuer the amounts so received by it from the Dollar TrancheLenders.PromptlyfollowingreceiptbytheAdministrativeAgentofanypayment from the applicable Borrower pursuant to Section 2.03(f), the Administrative Agent shall distributesuchpaymenttotheapplicableL/CIssueror,totheextentthattheDollarTranche LendershavemadepaymentspursuanttothisparagraphtoreimbursesuchL/CIssuer,then to such Dollar Tranche Lenders and such L/C Issuer as their interests may appear.Any paymentmadebyaDollarTrancheLenderpursuanttothisparagraphtoreimburseanL/C Issuer for any L/C Disbursement shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such L/C Disbursement.

EachDollarTrancheLenderfurtheracknowledgesandagreesthatitsparticipationineach Letter of Credit will be automatically adjusted to reflect such Dollar Tranche Lender’s Applicable Revolving Credit Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such Dollar Tranche Lender’s Revolving Credit Commitment is amended pursuant to the operation of Section 2.14 or 2.15, as a result of an assignment in accordance with Section 10.06or otherwise pursuanttothis Agreement.

(iii)If any Dollar Tranche Lender fails to make available to the Administrative AgentfortheaccountoftheapplicableL/CIssueranyamountrequiredtobepaidbysuch Dollar Tranche Lender pursuant to the foregoing provisions of this Section 2.03(e), then, withoutlimitingtheotherprovisionsofthisAgreement,theapplicableL/CIssuershallbe entitled to recover from such Dollar Tranche Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the applicable Overnight Rate and a ratedeterminedbytheapplicableL/CIssuerinaccordancewithbankingindustryruleson interbank compensation, plus any administrative, processing or similar fees customarily

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charged by such L/C Issuer in connection with the foregoing.If such Dollar Tranche Lender pays such amount (with interest and fees as aforesaid), the amount so paid (other than such fees and any interest in excess of the interest rate otherwise applicable to such borrowing)shallconstitutesuchDollarTrancheLender’sRevolvingCreditLoanincluded intherelevantRevolvingCreditBorrowingorL/CAdvanceinrespectoftherelevantL/C Borrowing, as the case may be.A certificate of any L/C Issuer submitted to any Dollar Tranche Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(e)(iii) shall be conclusive absent demonstrable error.

(f)Reimbursement.IfanL/CIssuershallmakeanyL/CDisbursementinrespectofa Letter of Credit, the Borrowers shall reimburse such L/C Issuer in respect of such L/C Disbursementin the currency in which such L/C Disbursement was made (or, if requested by suchL/C Issuer, in the Dollar Equivalent of the amount of such L/C Disbursement) by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 1:00 p.m. on (i) the Business Day that the Company receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, provided that, if such L/C Disbursement is not less than $1,000,000, the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Dollar Tranche Loans that are Base Rate Loans in anequivalentthe Dollar Equivalent of theamount of such L/C Disbursement and, to the extent so financed,theBorrowers’obligationtomakesuchpaymentshallbedischargedandreplacedbythe resulting Borrowing of Base Rate Loans.If the Borrowers fail to make such payment when due, theAdministrativeAgentshallnotifyeachDollarTrancheLenderoftheDollar Equivalent of theapplicable L/C Disbursement, the payment then due from the Borrowers in respect thereof (the “Unreimbursed Amount”) and such Dollar Tranche Lender’s Applicable Percentage thereof.In such event, the Borrowers shall be deemed to have requested a Revolving Credit Borrowing of Dollar Tranche Loans that are Base Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Dollar Equivalent of the UnreimbursedAmount,withoutregardtotheminimumandmultiplesspecifiedinSection 2.02for theprincipalamountofBaseRateLoans,butsubjecttotheamountoftheunutilizedportionofthe Dollar Tranche Commitments and the Revolving Credit Facility and the conditions set forth in Section 4.02(otherthanthedeliveryofaCommittedLoanNotice).AnynoticegivenbyanyL/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediatelyconfirmedinwriting;provided thatthelackofsuchanimmediateconfirmationshall not affect the conclusiveness or binding effect of such notice.

(g)Obligations Absolute.TheBorrowers’obligationtoreimburseL/CDisbursements as provided in paragraph (f) of this Section 2.03 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of:

(i)any lack of validity or enforceability of this Agreement, any other Loan Document or any Letter of Credit, or any term or provision herein or therein;

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(ii)the existence of any claim, counterclaim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any L/C Issuer (other than the defense that all amounts requiredtoreimbursetheL/CIssuerhavealreadybeenpaid)oranyotherPerson,whether inconnectionwiththisAgreement,thetransactionscontemplatedherebyorbysuchLetter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)anydraft,demand,certificateorotherdocumentpresentedunderaLetterof Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statementinsuchdraftorotherdocumentbeinguntrueorinaccurateinanyrespect;orany lossordelayinthetransmissionorotherwiseofanydocumentrequiredinordertomakea drawing under such Letter of Credit;

(iv)waiver by any L/C Issuer of any requirement that exists for such L/C Issuer’sprotectionandnottheprotectionofanyBorroweroranywaiverbysuchL/CIssuer which does not in fact materially prejudice any Borrower;

(v)honorofademandforpaymentpresentedelectronicallyevenifsuchLetter of Credit required that demand be in the form of a draft;

(vi)anypaymentmadebyanyL/CIssuerinrespectofanotherwisecomplying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;

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

(viii)any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.03, constitute a legal or equitable discharge of, or provide a right of setoff against, any Borrower’s obligations hereunder; or

(ix)any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrowers or any Subsidiary or in the relevant currency markets generally.

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TheCompanyshallpromptlyexamineacopyofeachLetterofCreditandeachamendment theretothatisdeliveredtoitand,intheeventofanyclaimofnoncompliancewiththeCompany’s instructionsorotherirregularity,theCompanywillpromptlynotifytheapplicableL/CIssuer.The Company shall be conclusively deemed to have waived any such claim against each L/C Issuer and its correspondents unless such notice is given as aforesaid.

None of the Administrative Agent, the Lenders, any L/C Issuer, or any of their Related Partiesshallhaveanyliabilityorresponsibilitybyreasonoforinconnectionwiththeissuanceor transferofanyLetterofCreditbytheapplicableL/CIssueroranypaymentorfailuretomakeany payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, anyerrorintranslationoranyconsequencearisingfromcausesbeyondthecontrolofthe applicable L/C Issuer; provided that the foregoing shall not be construed to excuse an L/C Issuer from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by each Borrower to the extent permitted by Applicable Law) suffered by any Borrower that are caused by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an L/C Issuer (as finally determined by a courtofcompetentjurisdiction),anL/CIssuershallbedeemedtohaveexercisedcareineachsuch determination, and that:

(i)an L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a certified true copy marked as such or waive a requirement for its presentation;

(ii)an L/C Issuer may accept documents that appear on their face to be in substantialcompliancewiththetermsofaLetterofCreditwithoutresponsibilityforfurther investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non- documentary condition in such Letter of Credit;

(iii)anL/CIssuershallhavetheright,initssolediscretion,todeclinetoaccept suchdocumentsandtomakesuchpaymentifsuchdocumentsarenotinstrictcompliance with the terms of such Letter of Credit; and

(iv)thissentenceshallestablishthestandardofcaretobeexercisedbyanL/C Issuer whendeterminingwhether drafts and otherdocuments presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by Applicable Law, any standard of care inconsistent with the foregoing).

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Without limiting the foregoing, none of the Administrative Agent, the Lenders, any L/C Issuer,oranyoftheirRelatedPartiesshallhaveanyliabilityorresponsibilitybyreasonof(i)any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (ii) an L/C Issuer declining to take-up documents and make payment (A) against documents that are fraudulent, forged,orforotherreasonsbywhichthatitisentitlednottohonoror(B)followingtheCompany’s waiverofdiscrepancieswithrespecttosuchdocumentsorrequestforhonorofsuchdocumentsor

(iii) an L/C Issuer retaining proceeds of a Letter of Credit based on an apparently applicable attachment order, blocking regulation, or third-party claim notified to such L/C Issuer.

(h)Applicability of ISP and UCP; Limitation of Liability.Unlessotherwiseexpressly agreed by the applicable L/C Issuer and the Company when a Letter of Credit is issued by it (includinganysuchagreementapplicabletoanExistingLetterofCredit),therulesoftheISPshall applytoeachLetterofCredit.Notwithstandingtheforegoing,noL/CIssuershallberesponsible to any Borrower for, and no L/C Issuer’s rights and remedies against any Borrower shall be impaired by, any action or inaction of any L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, includingtheLaworanyorderofajurisdictionwhereanyL/CIssuerorthebeneficiaryislocated, thepracticestatedintheISPorUCP,asapplicable,orinthedecisions,opinions,practice statements,orofficialcommentaryoftheICCBankingCommission,theBankersAssociationfor FinanceandTrade-InternationalFinancialServicesAssociation(BAFT-IFSA),ortheInstituteof International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

(i)Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Creditasfullyasiftheterm“AdministrativeAgent”asusedinArticle IXincludedsuchL/CIssuer withrespecttosuchactsoromissions,and(B)asadditionallyprovidedhereinwithrespecttosuch L/C Issuer.

(j)Letter of Credit Fees.TheBorrowersshallpaytotheAdministrativeAgentforthe accountofeachDollarTrancheLenderinaccordance,subjecttoSection 2.17,withitsApplicable Revolving Credit Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to bedrawnundersuchLetterofCredit.Forpurposesofcomputingthedailyamountavailabletobe drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06.Letter of Credit Fees shall be (i) due and payable on the first BusinessDayaftertheendofeachMarch,June,SeptemberandDecember,commencingwiththe first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand and (ii) computed on a quarterly basis in arrears.If there is any change in the Applicable Rate duringany quarter,the dailyamountavailableto bedrawn undereach Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.Notwithstanding anything to the contrarycontainedherein,upontherequestoftheRequiredTrancheLenders,whileanyEventof

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Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(k)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrowers shall pay directly to the applicable L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum equal to the percentage separately agreeduponbetweentheCompanyandsuchL/CIssuer,computedontheDollarEquivalentofthe dailyamountavailabletobedrawnundersuchLetterofCreditonaquarterlybasisinarrearsSuch frontingfeeshallbedueandpayableonthefirstBusinessDayaftertheendofeachMarch,June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuanceofsuchLetterofCredit,ontheMaturityDateandthereafterondemand.Forpurposesof computing the Dollar Equivalent of the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrowers shall pay directly to the applicable L/C Issuer for its own account, in Dollars, the reasonable and customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from timetotimeineffect.Suchreasonableandcustomaryfeesandstandardcostsandchargesaredue and payable on demand and are nonrefundable.

(l)Disbursement Procedures.TheL/CIssuerforanyLetterofCreditshall,withinthe timeallowedbyApplicableLawsorthespecifictermsoftheLetterofCreditfollowingitsreceipt thereof, examine all documents purporting to represent a demand for payment under such Letter ofCredit.SuchL/CIssuershallpromptlyaftersuchexaminationnotifytheAdministrativeAgent andtheCompanyinwritingofsuchdemandforpaymentifsuchL/CIssuerhasmadeorwillmake an L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve any Borrower of its obligation to reimburse such L/C Issuer and the Dollar Tranche Lenders with respect to any such L/C Disbursement.

(m)Interim Interest.If the L/C Issuer for any Letter of Credit shall make any L/C Disbursement, then, unless the Borrowers shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Borrowers reimburse such L/C Disbursement, at the rate per annum then applicable to Base Rate Loans;provided thatiftheBorrowersfailtoreimbursesuchL/CDisbursementwhenduepursuant to paragraph (f) of this Section 2.03, then Section 2.08(b) shall apply.Interest accrued pursuant to this paragraph (m) shall be for account of such L/C Issuer, except that interest accrued on and afterthedateofpaymentbyanyLenderpursuanttoparagraph (f)ofthisSection 2.03toreimburse such L/C Issuer shall be for account of such Lender to the extent of such payment.

(n)Replacement of any L/C Issuer.Any L/C Issuer may be replaced at any time by written agreement between the Company, the Administrative Agent, the replaced L/C Issuer and the successor L/C Issuer.The Administrative Agent shall notify the Lenders of any such replacement of an L/C Issuer.At the time any such replacement shall become effective, the BorrowersshallpayallunpaidfeesaccruedfortheaccountofthereplacedL/CIssuerpursuantto Section 2.03(j).From and after the effective date of any such replacement, (i) the successor L/C IssuershallhavealltherightsandobligationsofanL/CIssuerunderthisAgreementwithrespect

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toLettersofCredittobeissuedbyitthereafterand(ii)referenceshereintotheterm“L/CIssuer” shall be deemed to include such successor or any previous L/C Issuer, or such successor and all previousL/CIssuer,asthecontextshallrequire.AfterthereplacementofanL/CIssuerhereunder, the replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(o)Cash Collateralization.If any Event of Default shall occur and be continuing, on theBusinessDaythattheCompanyreceivesnoticefromtheAdministrativeAgentortheRequired Tranche Lenders (or, if the maturity of the Loans has been accelerated, Lenders with L/C Obligations representing at least 66-2/3% of the total L/C Obligations) demanding the deposit of cash collateral pursuant to this paragraph (o), the Borrowers shall immediately deposit into an account established and maintained on the books and records of the Administrative Agent (the “Cash Collateral Account”) an amount in cash equal to 105% of the total L/C Obligations as of suchdateplusanyaccruedandunpaidinterestthereon,provided thattheobligationtodepositsuch cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event ofDefaultwithrespecttoanyBorrowerdescribedinclause (f)ofSection 8.01.Suchdepositshall be held by the Administrative Agent as collateral for the payment and performance of the obligationsoftheBorrowersunderthisAgreement.Inaddition,andwithoutlimitingtheforegoing orparagraph (d)ofthisSection 2.03,ifanyL/CObligationsremainoutstandingaftertheexpiration date specified in said paragraph (d), the Borrowers shall immediately deposit into the Cash CollateralAccountanamountincashequalto105%ofsuchL/CObligationsasofsuchdateplus any accrued and unpaid interest thereon.

TheAdministrativeAgentshallhaveexclusivedominionandcontrol,includingthe exclusive right of withdrawal, over the Cash Collateral Account.Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretionoftheAdministrativeAgentandattheBorrowers’riskandexpense,suchdepositsshall not bear interest.Interest or profits, if any, on such investments shall accumulate in the Cash CollateralAccount.MoneysintheCashCollateralAccountshallbeappliedbytheAdministrative Agent to reimburse eachL/CIssuer for L/CDisbursements for which it has not beenreimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for theL/CObligationsatsuchtimeor,ifthematurityoftheLoanshasbeenaccelerated(butsubject totheconsentofLenderswithL/CObligationsrepresenting66-2/3%ofthetotalL/CObligations), be applied to satisfy other obligations of the Borrowers under this Agreement.If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived.

(p)Additional L/C Issuers. Any Lender hereunder may become an L/C Issuer upon receipt by the Administrative Agent of a fully executed Notice of Additional L/C Issuer which shall be signed by the Company, the Administrative Agent and the applicable L/C Issuer. Such new L/C Issuer shall provide its L/C Commitment in such Notice of Additional L/C Issuer and uponthereceiptbytheAdministrativeAgentofthefullyexecutedNoticeofAdditionalL/CIssuer, thedefinedtermL/CCommitmentshallbedeemedamendedtoincorporatetheL/CCommitment of such new L/C Issuer.

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(q)Letters of Credit Issued for Subsidiaries.Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrowers shall be obligated to reimburse, indemnify and compensate the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit as if such LetterofCredithadbeenissuedsolelyfortheaccountofaBorrower.EachBorrowerirrevocably waivesanyandalldefensesthatmightotherwisebeavailabletoitasaguarantororsuretyofany or all of the obligations of such Subsidiary in respect of such Letter of Credit.Each Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of such Borrower, and that such Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

(r)L/C Issuer Reporting Requirements.Each L/C Issuer shall, no later than the fifth (5^th) Business Day following the last day of each month, provide to the Administrative Agent a scheduleoftheLettersofCreditissuedbyit,informandsubstancereasonablysatisfactorytothe AdministrativeAgent,showingthedateofissuanceofeachLetterofCredit,theaccountparty,the originalfaceamount(ifany),theexpirationdate,andthereferencenumberofanyLetterofCredit outstandingatanytimeduringsuchmonth,andshowingtheaggregateamount(ifany)payableby the Borrowers to such L/C Issuer during such month pursuant to Section 2.03(j).Promptly after the receipt of such schedule from each L/C Issuer, Administrative Agent shall provide to the Lenders and the Company a summary of such schedules.

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

2.04 [Intentionally Omitted].

2.05 Prepayments.

(a)The Borrowers may, upon notice tothe Administrative Agent, at any time or from timetotimevoluntarilyprepayTermA-1Loans,TermA-2LoansandRevolvingCreditLoansin wholeorinpartwithoutpremiumorpenalty;provided that(i)suchnoticemustbereceivedbythe Administrative Agent not later than (A) 11:00 a.m. on the date of prepayment of EurodollarRateTerm SOFRLoans,(B)11:00a.m.fourBusinessDays(orfive,inthecaseofprepaymentof Loans denominated in Special Notice Currencies) prior to any date of prepayment of any AlternativeCurrencyLoans,and(C)1:00p.m.onthedateofprepaymentofBaseRateLoansand LIBOR Daily Floating RateSOFRLoans; (ii) any prepayment of Eurodollar RateTerm SOFRLoansorAlternativeCurrencyLoansshallbeinaprincipalamountoftheDollarEquivalentof

$5,000,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or LIBOR Daily Floating RateSOFRLoans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date, currency and amount of such prepayment and the Type(s) of Loans, the Facility and if applicable, the Tranche, to be prepaid and, if Eurodollar RateTerm SOFRLoans or Alternative

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Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility).If such notice is given by a Borrower,suchBorrowershallmakesuchprepaymentandthepaymentamountspecifiedinsuch notice shall be due and payable on the date specified therein.Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Eurodollar RateTerm SOFRLoan and any Alternative Currency Term Rate Loan, any additional amounts required pursuant to Section 3.05.Subject to Section 2.17, each such prepayment shall beappliedtotheLoansoftheLendersinaccordancewiththeirrespectiveApplicablePercentages in respect of each of the relevant Facilities.

(b)If for any reason the Total Revolving Credit Outstandings at any time exceed the RevolvingCreditFacilityatsuchtime,thentheBorrowersshallimmediatelyprepaytheRevolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the BorrowersshallnotberequiredtoCashCollateralizetheL/CObligationspursuanttothisSection 2.05(b) unless after the prepayment in full of the Revolving Credit Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time.

(c)IftheAdministrativeAgentnotifiestheCompanyatanytimethattheOutstanding AmountofallRevolvingCreditLoansandL/CObligationsdenominatedinAlternativeCurrencies atsuchtimeexceedsanamountequalto105%oftheAlternativeCurrencySublimitthenineffect, then, within five (5) Business Days after receipt of such notice, the Borrowers shall prepay the RevolvingCreditLoansandL/CBorrowingsand/orCashCollateralizetheL/CObligations(other than the L/C Borrowings) in an aggregate amount sufficient to reduce such Outstanding Amount asofsuchdateofpaymenttoanamountnottoexceed100%oftheAlternativeCurrencySublimit then in effect.

2.06 Termination or Reduction of Commitments.

(a)Optional. The Company may, upon notice to the Administrative Agent, terminate the Revolving Credit Facility, the Alternative Currency Sublimit or the Letter of Credit Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Alternative Currency Sublimit or the Letter of Credit Sublimit.Any such reduction of the Revolving Credit Facility shallbeappliedtotheRevolvingCreditCommitmentofeachRevolvingCreditLenderaccording to its Applicable Percentage; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. five (5) Business Days prior to the date of terminationorreduction,(ii)anysuchpartialreductionshallbeinanaggregateamountof

$10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrentprepaymentshereunder,(x)theTotalRevolvingCreditOutstandingswouldexceedthe RevolvingCreditFacility,(B)theAlternativeCurrencySublimitif,aftergivingeffectthereto,the Outstanding Amount of all Revolving Credit Loans and L/C Obligations denominated in AlternativeCurrencieswouldexceedtheAlternativeCurrencySublimit,or(C)theLetterofCredit Sublimitif,aftergivingeffectthereto,theOutstandingAmountofL/CObligationsnotfullyCash

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CollateralizedhereunderwouldexceedtheLetterofCreditSublimitand(iv)if,aftergivingeffect to any reduction of the Revolving Credit Facility, the Alternative Currency Sublimit exceeds the amountoftheRevolvingCreditFacility,theAlternativeCurrencySublimitshallbeautomatically reduced by the amount of such excess.In addition, prior to the Term A-1 Loan Draw Deadline, the Company may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in whole or in part) the unused portion of the aggregate Term A-1 Commitments, and priortotheTermA-2LoanDrawDeadline,theCompanymay,uponnoticetotheAdministrative Agent as set forth above, from time to time terminate (in whole or in part) the unused portion of the aggregate Term A-2 Commitments.

(b)Mandatory.(i)TheaggregateTermA-1Commitmentsshallbeautomaticallyand permanently reduced to zero on the Term A-1 Loan Draw Deadline, and (ii) the aggregate Term A-2CommitmentsshallbeautomaticallyandpermanentlyreducedtozeroontheTermA-2Loan Draw Deadline.

(c)Application of Commitment Reductions, Payment of Fees.The Administrative AgentwillpromptlynotifytheAppropriateLendersofanysuchnoticeofterminationorreduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit, the Revolving Credit Commitments,theTermA-1CommitmentsortheTermA-2CommitmentsunderthisSection

2.06.Upon any reduction of a Facility, the Commitment of each Appropriate Lender shall be reduced by such Lender’s Applicable Percentage in respect of the relevant Facility of such reduction amount.All fees in respect of any Facility accrued until the effective date of any termination of such Facility shall be paid on the effective date of such termination.

2.07 Repayment of Loans.

(a)Term A-1 Loans.The Company shall repay to the Term A-1 Lenders on the Maturity Date with respect to the Term A-1 Facility the aggregate principal amount of all Term A-1 Loans outstanding on such date.

(b)Term A-2 Loans.The Company shall repay to the Term A-2 Lenders on the Maturity Date with respect to the Term A-2 Facility the aggregate principal amount of all Term A-2 Loans outstanding on such date.

(c)Revolving Credit Loans.The Borrowers shall repay to the Revolving Credit LendersontheMaturityDatewithrespecttotheRevolvingCreditFacilitytheaggregateprincipal amount of all Revolving Credit Loans outstanding on such date.

2.08 Interest.

(a)Subject to the provisions of subsection (b) below, (i) each Eurodollar RateTermSOFRLoan under a Facility shall bear interest on the outstanding principal amount thereof for eachInterestPeriodatarateperannumequaltotheEurodollarRateTerm SOFRforsuchInterest Period plus the Applicable Rate for such Facility; (ii) each Base Rate Loan under a Facility shall

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bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rateperannumequaltotheBaseRateplustheApplicableRateforsuchFacility,(iii)eachLIBORDaily Floating RateSOFRLoan under a Facility shall bear interest on the outstanding principal amountthereoffromtheapplicableborrowingdateatarateperannumequaltotheLIBORDaily Floating RateSimple SOFRplus the Applicable Rate for such Facility, (iv) each Alternative CurrencyDailyRateLoanshallbearinterestontheoutstandingprincipalamountthereoffromthe applicable borrowing date at a rate per annum equal to the Alternative Currency Daily Rate plus the Applicable Rate for such Facility; and (v) each Alternative Currency Term Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Alternative Currency Term Rate for such Interest Period plus the Applicable Rate for such Facility.

(b)(i)IfanyamountofprincipalofanyLoanisnotpaidwhendue(withoutregard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Law.

(ii)If any amount (other than principal of any Loan)payable by any Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods),whetheratstatedmaturity,byaccelerationorotherwise,thenupontherequestof the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Law.

(iii)UpontherequestoftheRequiredLenders,whileanyEventofDefaultexists (otherthanassetforthinclauses (b)(i)and(b)(ii)above),theBorrowersshallpayinterest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Law.

(iv)Accruedandunpaidinterestonpastdueamounts(includinginterestonpast due interest) shall be due and payable upon demand.

(c)InterestoneachLoanshallbedueandpayableinarrearsoneachInterestPayment Dateapplicabletheretoandatsuchothertimesasmaybespecifiedherein.Interesthereundershallbedueandpayableinaccordancewiththetermshereofbeforeandafterjudgment,andbeforeand after the commencement of any proceeding under any Debtor Relief Law.

2.09 Fees.Inadditiontocertainfeesdescribedinsubsections (h)and(i)ofSection 2.03:

(a)Revolving Credit Unused Fee.TheCompanyshallpaytotheAdministrativeAgent for the account of each Revolving Credit Lender holding Revolving Credit Commitments (in accordancewithsuchRevolvingCreditLender’sApplicablePercentage)anunusedfeeinDollars

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(the“Revolving Credit Unused Fee”)equaltotheUnusedFeeRatewithrespecttotheRevolving Credit Facility times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans as of such date and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17.The Revolving Credit Unused Fee shall accrue at all times from the Closing Date until the earlier of the Facility Fee Effective Date (defined below) and the last day of the Availability Period, includingatanytimeduringwhichoneormoreoftheconditionsinArticle IVisnotmet,andshall be due and payable, until such fee terminates as set forth above, quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the earlier of the Facility Fee Effective Date and the lastdayoftheAvailabilityPeriod.TheRevolvingCreditUnusedFeeshallbecalculatedquarterly in arrears, inaccordancewith the definition of Unused Fee Rate, and if there is anychange in the UnusedFeeRateduringanyquarter,theactualdailyamountshallbecomputedandmultipliedby the Unused Fee Rate separately for each period during such quarter that such Unused Fee Rate was in effect.

(b)Facility Fee.CommencingatsuchtimeastheRatingsBasedPricingGridbecomes effective (the “Facility Fee Effective Date”), the Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Percentage, a facility fee in Dollars (the “Facility Fee”) equal to the applicable Facility Fee in the definition of Applicable Rate times the actual daily amount of the aggregate Revolving Credit Commitments (or, if the Revolving Credit Commitments have terminated, on the Outstanding Amount of all Revolving Credit Loans and L/C Obligations), regardless of usage, subject to adjustment as providedinSection 2.17.TheFacilityFeeshallaccrueatalltimesduringtheAvailabilityPeriod commencing on the Facility Fee Effective Date (and thereafter so long as any Revolving Credit LoansorL/CObligationsremainoutstanding),includingatanytimeduringwhichoneormoreof theconditionsinArticle IVisnotmet,andshallbedueandpayablequarterlyinarrearsonthelast Business Day of each March, June, September and December, commencing with the first such date to occur after the Facility Fee Effective Date, and on the last day of the Availability Period (and,ifapplicable,thereafterondemand).TheFacilityFeeshallbecalculatedquarterlyinarrears, andifthereisanychangeintheApplicableRateduringanyquarter,theactualdailyamountshall becomputedandmultipliedbytheApplicableRateseparatelyforeachperiodduringsuchquarter that such Applicable Rate was in effect.

(c)Term A-1 Loan Unused Fee. The Company shall pay to the Administrative Agent for the account of each Term A-1 Lender holding Term A-1 Commitments (in accordance with each Term A-1 Lender’s Applicable Percentage) an unused fee in Dollars (the “Term A-1 Loan Unused Fee”)equaltotheUnusedFeeRatewithrespecttotheTermFacilitiestimestheundrawn portion of the Term A-1 Facility. The Term A-1 Loan Unused Fee shall accrue at all times from theClosingDateuntiltheTermA-1LoanDrawDeadline,includingatanytimeduringwhichone ormoreoftheconditionsinArticle IVisnotmet,andshallbedueandpayablequarterlyinarrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Term Loan Draw Deadline.The Term A-1LoanUnusedFeeshallbecalculatedquarterlyinarrears,inaccordancewiththedefinitionof Unused Fee Rate.

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(d)Term A-2 Loan Unused Fee. The Company shall pay to the Administrative Agent for the account of each Term A-2 Lender holding Term A-2 Commitments (in accordance with each Term A-2 Lender’s Applicable Percentage) an unused fee in Dollars (the “Term A-2 Loan Unused Fee”)equaltotheUnusedFeeRatewithrespecttotheTermFacilitiestimestheundrawn portion of the Term A-2 Facility. The Term A-2 Loan Unused Fee shall accrue at all times from theClosingDateuntiltheTermA-2LoanDrawDeadline,includingatanytimeduringwhichone ormoreoftheconditionsinArticle IVisnotmet,andshallbedueandpayablequarterlyinarrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Term Loan Draw Deadline.The Term A-2LoanUnusedFeeshallbecalculatedquarterlyinarrears,inaccordancewiththedefinitionof Unused Fee Rate.

(e) Other Fees.

(i)The Company shall pay to the Arrangers and the Administrative Agent for theirownrespectiveaccounts,inDollars,feesintheamountsandatthetimesspecifiedin the Fee Letter.Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii)The Company shall pay to the Lenders, in Dollars, such fees as shall have beenseparatelyagreeduponinwritingintheamountsandatthetimessospecified.Such feesshallbefullyearnedwhenpaidandshallnotberefundableforanyreasonwhatsoever.

2.10Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(a) AllcomputationsofinterestforBaseRateLoans(includingBaseRateLoans

determined by reference to the Eurodollar RateTerm SOFR) and for Loans denominated in Alternative Currencies (other than Alternative Currency Loans with respect to EURIBOR) shall bemadeonthebasisofayearof365or366days,asthecasemaybe,andactualdayselapsed,or, in the case of interest in respect of Loans denominated in Alternative Currencies (other thanAlternative Currency Loans with respect to EURIBOR) as to which market practice differs from the foregoing, in accordance with such market practice.All other computations of fees and interest, including those with respect to Daily SOFR Loans and Alternative Currency Loansdetermined by reference to EURIBOR, shall be made on the basis of a 360-day year and actual dayselapsed(whichresultsinmorefeesorinterest,asapplicable,beingpaidthanifcomputedon the basis of a 365-day year).Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day.Each determination by the Administrative Agent of an interest rate or fee hereunder shall be prima facie evidence thereof.

(b)If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Company as of any applicable date was

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inaccurateand(ii)apropercalculationoftheConsolidatedLeverageRatiowouldhaveresultedin higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrenceofanactualordeemedentryofanorderforreliefwithrespecttoanyBorrowerunder the Bankruptcy Code of the United States, automatically and without further action by the AdministrativeAgent,anyLenderoranyL/CIssuer),anamountequaltotheexcessoftheamount ofinterestandfeesthatshouldhavebeenpaidforsuchperiodovertheamountofinterestandfees actually paid for such period.This paragraph (b) shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Section 2.03(c)(iiij), 2.03(hk) or 2.08(b)orunderArticle VIII.EachBorrower’sobligationsunderthisparagraph (b)shallsurvive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder for a period of 180 days.

2.11 Evidence of Debt.

(a)The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender in the ordinary course of business.The Administrative Agent shall maintain the Register in accordance with Section 10.06(c).The accountsorrecordsmaintainedbyeachLendershallbeprimafacieevidenceoftheamountofthe Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register,theRegistershallcontrolintheabsenceofdemonstrableerror.Upontherequestofany Lender to a Borrower made through the Administrative Agent, such Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’sLoanstosuchBorrowerinadditiontosuchaccountsorrecords.EachLendermayattach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

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

2.12 Payments Generally; Administrative Agent’s Clawback.

(a)General.All payments to be made by the Borrowers shall be made free and clear ofandwithoutconditionordeductionforanycounterclaim,defense,recoupmentorsetoff.Except as otherwise expressly provided herein and, except with respect to principal of and interest on LoansdenominatedinanAlternativeCurrency,allpaymentsbytheBorrowershereundershallbe madetotheAdministrativeAgent,fortheaccountoftherespectiveLenderstowhichsuchpayment

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is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein.Except as otherwise expressly provided herein, all paymentsbytheBorrowershereunderwithrespecttoprincipalandinterestonLoansdenominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein.If, for any reason, any BorrowerisprohibitedbyanyLawfrommakinganyrequiredpaymenthereunderinanAlternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the AlternativeCurrencypaymentamount.TheAdministrativeAgentwillpromptlydistributetoeach Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s LendingOffice.AllpaymentsreceivedbytheAdministrativeAgentafter(i)2:00p.m.,inthecase ofpaymentsinDollars,or(ii)aftertheApplicableTimespecifiedbytheAdministrativeAgent,in the case of payments in an Alternative Currency, shall, in each case, be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.If any paymenttobemadebyanyBorrowershallcomedueonadayotherthanaBusinessDay,payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)(i)Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any BorrowingofEurodollarRateTerm SOFRLoansorAlternativeCurrencyLoans(or,inthecaseof any Borrowing of Base Rate Loans or LIBOR Daily Floating RateSOFRLoans, prior to 12:00 noononthedateofsuchBorrowing)thatsuchLenderwillnotmakeavailabletotheAdministrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such LenderhasmadesuchshareavailableonsuchdateinaccordancewithSection 2.02(or,inthecase ofaBorrowingofBaseRateLoansorLIBORDailyFloatingRateSOFRLoans,thatsuchLender has made such share available in accordance with and at the time required by Section 2.02) and may,inrelianceuponsuchassumption,makeavailabletotheapplicableBorroweracorresponding amount.In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the applicable Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by a Borrower, the interest rate applicable to the applicable Borrowing.If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period.If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid (but not in excess of the interest rate otherwise applicable to such borrowing) shall

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constitute such Lender’s Loan included in such Borrowing.Any payment by such Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(c)(ii)Payments by Borrowers; Presumptions by Administrative Agent.Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C Issuer, as the case may be, the amount due.

With respect to any payment that the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines(whichdeterminationshallbeconclusiveabsentmanifesterror)thatanyofthe following applies (such payment referred to as the “Rescindable Amount”): (1) the applicableBorrowerhasnotinfactmadesuchpayment;(2)theAdministrativeAgenthas made a payment in excess of the amount so paid by such Borrower (whether or not then owed);or(3)theAdministrativeagenthasforanyreasonotherwiseerroneouslymadesuch payment; then each of the Lenders or the applicable L/C Issuers, as the case may be, severallyagreestorepaytotheAdministrativeAgentforthwithondemandtheRescindable AmountsodistributedtosuchLenderorsuchL/CIssuer,inSameDayFundswithinterest thereon, for each day from and including the date such amount is distributed to it to but excludingthedateofpaymenttotheAdministrativeAgent,atthegreateroftheapplicable Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

AnoticeoftheAdministrativeAgenttoanyLenderorBorrowerwithrespecttoany amount owing under this subsection (b) shall be conclusive, absent demonstrable error.

(d)Failure to Satisfy Conditions Precedent.If any Lender makes available to the AdministrativeAgentfundsforanyLoantobemadebysuchLenderasprovidedintheforegoing provisions of this Article II, and such funds are not made available to any Borrower by the AdministrativeAgentbecausetheconditionstotheapplicableCreditExtensionsetforthinArticle IVarenotsatisfiedorwaivedinaccordancewiththetermshereof,theAdministrativeAgentshall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e)Obligations of Lenders Several.TheobligationsoftheLendershereundertomake Term A-1 Loans, Term A-2 Loans and Revolving Credit Loans, to fund participations in Letters ofCreditandtomakepaymentspursuanttoSection 10.04(c)areseveralandnotjoint.Thefailure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date,and no Lender shall beresponsible for thefailure ofanyotherLendertosomakeitsLoan,topurchaseitsparticipationortomakeitspaymentunder Section 10.04(c).

(f)Funding Source.NothinghereinshallbedeemedtoobligateanyLendertoobtain

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the funds for any Loan in any particular place or manner or to constitute a representation by any LenderthatithasobtainedorwillobtainthefundsforanyLoaninanyparticularplaceormanner.

2.13Sharing of Payments by Lenders.IfanyLendershall,byexercisinganyrightof setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participationsandaccruedinterestthereongreaterthanitsproratasharethereofasprovidedherein, thentheLenderreceivingsuchgreaterproportionshall(a)notifytheAdministrativeAgentofsuch fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/CObligationsoftheotherLenders,ormakesuchotheradjustmentsasshallbeequitable,sothat the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregateamountofprincipalofandaccruedinterestontheirrespectiveLoansandotheramounts owing them, provided that:

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

(ii)theprovisionsofthis Section 2.13shallnotbeconstruedtoapplyto(x)any payment made by or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.16,or(z)anypaymentobtainedbyaLenderasconsiderationfortheassignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to the Company or any Affiliate thereof (as to which the provisions of this Section 2.13 shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangementsmayexerciseagainstsuchLoanPartyrightsofsetoffandcounterclaimwithrespect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.14 Extension of Maturity Date in Respect of the Revolving Credit Facility.

(a)Requests for Extension.The Company may, up to two times with respect to the Revolving Credit Facility, by notice to the Administrative Agent (who shall promptly notify the Revolving Credit Lenders not earlier than one hundred and twenty (120) days and not later than thirty(30)dayspriortotheMaturityDateinrespectoftheRevolvingCreditFacilitythenineffect hereunder(the“Existing Maturity Date”),requestthattheExistingMaturityDatebeextendedfor an additional six month period from the Existing Maturity Date.

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(b)Conditions to Effectiveness of Extensions.As a condition precedent to each such extension, the Borrowers shall pay to Administrative Agent for the pro rata benefit of the RevolvingCreditLenderswithrespecttotheRevolvingCreditFacility,anextensionfeeequalto

(A) 0.075% (7.5 basis points) multiplied by (B) the Revolving Credit Commitments of all Revolving Credit Lenders at the time of extension and deliver to the Administrative Agent a certificateofeachLoanPartydatedasoftheExistingMaturityDate(insufficientcopiesforeachLender)signed by a Responsible Officer of such Loan Party (i) approving or consenting to such extension(andattachingresolutionsadoptedbysuchLoanPartyapprovingorconsentingtosuch extension tothe extent requiredunder suchLoan Party’s OrganizationDocuments) and (ii)inthe caseoftheCompany,certifyingthat,immediatelybeforeandaftergivingeffecttosuchextension,

(A)therepresentationsandwarrantiescontainedinArticle VandtheotherLoanDocumentsare true and correct in all material respects (or, in the case of the representations and warranties inSection 5.20 or anyrepresentationandwarrantythatisqualifiedbymateriality,inallrespects)on andasoftheExistingMaturityDate,excepttotheextentthatsuchrepresentationsandwarranties specificallyrefertoanearlierdateorperiod,inwhichcasetheyweretrueandcorrectinallmaterial respects (or, in the case of SectionSections 5.14(b) and 5.20 or any representation and warranty that is qualified by materiality, in all respects) as of such earlier date or the respective period, as the case may be, and except that for purposes of this Section 2.14, the representations and warrantiescontainedinsubsections (a)and(b)ofSection 5.05shallbedeemedtorefertothemost recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (B) theBorrowersareincompliancewithallofthefinancialcovenantssetforthinSection 7.09,and (C)noDefaultexists.

2.15 Increase in Total Credit Exposure.

(a)Request for Increase.Provided there exists no Default, upon notice to the AdministrativeAgent(whichshallpromptlynotifytheLenders),theCompanymay,fromtimeto time,requestanincreaseintheTotalCreditExposureofallLenders(whichincreasemaytakethe form of additional Dollar Tranche Commitments or Multicurrency Tranche Commitments under the Revolving Credit Facility, an increase to the Term A-1 Facility, an increase to the Term A-2 Facility, or one or more additional term loan tranches) by an amount (for all such requests) not exceeding $450,000,000550,000,000; provided that any such request for an increase shall be in a minimumamountof$25,000,000,orsuchotheramountasmaybeagreeduponbyCompanyand AdministrativeAgent;provided,further,that,aftergivingeffecttosuchincrease,theTotalCredit Exposure of all Lenders shall not exceed $1,750,000,0002,250,000,000less the amount of any prepaymentsoftheOutstandingAmountoftheTermFacilities.Atthetimeofsendingsuchnotice, theCompany(inconsultationwiththeAdministrativeAgent)shallspecifythetimeperiodwithin whicheachLenderisrequestedtorespond(whichshallinnoeventbelessthantenBusinessDays from the date of delivery of such notice to the Lenders) as to whether it intends to seek approval for increasing its Total Credit Exposure.

(b)Lender Elections to Increase.Each Lender may decline or elect to participate in suchrequestedincreaseintheTotalCreditExposureofallLendersinitssolediscretion,andeach Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Total Credit Exposure and, if so, whether by an amount equal to, greater than, or less

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thanitsApplicablePercentageofsuchrequestedincrease.AnyLendernotrespondingwithinsuch time period shall be deemed to have declined to increase its Total Credit Exposure.

(c)Notification by Administrative Agent; Additional Lenders.The Administrative Agent shall notifythe Company andeach Lender of the Lenders’responses to each request made hereunder.To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and, in the case of an increase in the form of additional Dollar Tranche CommitmentsundertheRevolvingCreditFacility,eachL/CIssuer,theCompanymayalsoinvite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”).

(d)Effective Date and Allocations. If the Total Credit Exposure of any Lenders is increased in accordance with this Section 2.15, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase.The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date.

(e) Conditions to Effectiveness of Increase.Asaconditionprecedenttosuchincrease,

(i) the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender)signed by a Responsible OfficerofsuchLoanParty(x)certifyingandattachingtheresolutionsadoptedbysuchLoanParty approving or consenting to such increase to the extent required under such Loan Party’s Organization Documents, and (y) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of therepresentations and warranties in Section 5.20 oranyrepresentationandwarrantythatisqualified by materiality, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date or period, in which case theyweretrueandcorrectinallmaterialrespects(or,inthecaseofSectionSections 5.14(b)and

5.20 or any representation and warranty that isqualified bymateriality, in all respects) as of such earlierdateorfortherespectiveperiod,asapplicable,andexceptthatforpurposesofthisSection 2.15, the representationsand warranties containedin subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively,ofSection 6.01,and(B)noDefaultexistsorwouldresulttherefrom,(ii)(x)uponthe reasonable request of any Lender participating in such increase made at least ten (10) days prior totheIncreaseEffectiveDate,theBorrowersshallhaveprovidedtosuchLender,andsuchLender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) days prior to the Increase Effective Date and (y) at least five (5) days prior to the Increase Effective Date, if any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation,then the Company shallhave delivered, to eachLender participating in such increase thatsorequests,aBeneficialOwnershipCertificationinrelationtosuchLoanPartyand(iii)tothe extent that the increase of the Commitments shall take the form of a new term loan tranche, this

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Agreementshallbeamended,informandsubstancesatisfactorytotheAdministrativeAgentand theCompany.TheBorrowersshallprepayanyLoansoutstandingontheIncreaseEffectiveDate (andpayanyadditionalamountsrequiredpursuanttoSection 3.05)totheextentnecessarytokeep theoutstandingLoansratablewithanyrevisedApplicablePercentagesarisingfromanynonratable increaseintheTotalCreditExposureofanyLenderunderthisSection 2.15,andeachLoanParty shallexecuteanddeliversuchdocumentsorinstrumentsastheAdministrativeAgentmayrequire toevidencesuchincreaseintheTotalCreditExposureofanyLenderandtoratifyeachsuchLoan Party’scontinuingobligationshereunderandundertheotherLoanDocuments,andshallpaysuch fees as may be due pursuant to the terms of the Fee Letters.

(f) Conflicting Provisions.ThisSection 2.15shallsupersedeanyprovisionsinSection

2.13 orSection 10.01 tothe contrary.

2.16 Cash Collateral.

(a)Obligation to Cash Collateralize.At any time that there shall exist a DefaultingLender,withinoneBusinessDayfollowingthewrittenrequestoftheAdministrativeAgentorany L/C Issuer (with a copy to the Administrative Agent), the Company shall Cash Collateralize the L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amountnotlessthantheMinimumCollateralAmount.Additionally,iftheAdministrativeAgent notifiestheCompanyatanytimethattheOutstandingAmountofallL/CObligationsatsuchtime exceeds 105% of the Letter of Credit Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company shall provide Cash Collateral for the Outstanding Amount of the L/C Obligations in an amount not less than the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit.

(b)Grant of Security Interest.The Company, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the AdministrativeAgent,forthebenefitoftheAdministrativeAgent,theL/CIssuersandtheLenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceedsoftheforegoing,allassecurityfortheobligationstowhichsuchCashCollateralmaybe appliedpursuanttoSection 2.16(c).IfatanytimetheAdministrativeAgentdeterminesthatCash CollateralissubjecttoanyrightorclaimofanyPersonotherthantheAdministrativeAgentorthe applicable L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Company will, promptly upon demand by the AdministrativeAgent,payorprovidetotheAdministrativeAgentadditionalCashCollateralinan amountsufficienttoeliminatesuchdeficiency(determinedinthecaseofCashCollateralprovided pursuanttoSection 2.16(a)above,aftergivingeffecttoSection 2.17(a)(iv)andanyCashCollateral providedbytheDefaultingLender).AllCashCollateral(otherthancreditsupportnotconstituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Company shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

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(c)Application.Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16 or Sections 2.03, 2.05, 2.17 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(d)Release.Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the eliminationoftheapplicableFrontingExposureorotherobligationsgivingrisethereto(including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi))) or(ii) the good faith determination by the Administrative Agent and the applicable L/C Issuer that there exists excess Cash Collateral; provided, however, that (x) Cash Collateral furnished by or on behalf of the Company or the Borrowers(includinganyinterestthereon)shallnotbereleasedduringthecontinuanceofanEvent ofDefault(andfollowingapplicationasprovidedinthisSection 2.16maybeotherwiseappliedin accordancewithSection 8.03duringthecontinuanceofanEventofDefault),and(y)thePerson providing Cash Collateral and the applicable L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.17 Defaulting Lenders.

(a)Adjustments.Notwithstanding anything to the contrary contained in this Agreement,ifanyLenderbecomesaDefaultingLender,then,untilsuchtimeasthatLenderisno longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i)Waivers and Amendments.Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 10.01.

(ii)Defaulting Lender Waterfall.Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender(whethervoluntaryormandatory,atmaturity,pursuanttoArticle VIIIorotherwise) orreceivedbytheAdministrativeAgentfromaDefaultingLenderpursuanttoSection

10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer hereunder; third, to Cash Collateralize any L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender inaccordancewithSection 2.16;fourth,astheCompanymayrequest(solongasnoDefault orEventofDefaultexists),tothefundingofanyLoaninrespectofwhichsuchDefaulting Lender has failedto fundits portion thereof as required by this Agreement, as determined bytheAdministrativeAgent;fifth,ifsodeterminedbytheAdministrative

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Agentand,ifno Event of Default is continuing, the Company, tobe held inadepositaccount and released proratainorderto(x)satisfysuchDefaultingLender’spotentialfuturefundingobligations with respect to Loans under this Agreement and (y) Cash Collateralize any L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders or any L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or any L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligationsunderthisAgreement;seventh,solongasnoDefaultorEventofDefaultexists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against such Defaulting Lender asaresultofsuchDefaultingLender’sbreachofitsobligationsunderthisAgreement;and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction;provided thatif(x)suchpaymentisapaymentoftheprincipalamountofany LoansorL/CBorrowingsinrespectofwhichsuchDefaultingLenderhasnotfullyfunded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issuedatatimewhentheconditionssetforthinSection 4.02weresatisfiedorwaived,such paymentshallbeappliedsolelytopaytheLoansof,andL/CObligationsowedto,allNon- DefaultingLenders on a pro rata basis prior to being appliedto the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and fundedandunfundedparticipationsinL/CObligationsareheldbytheLendersproratain accordancewiththe Commitments hereunder withoutgiving effectto Section 2.17(a)(iv). Anypayments,prepaymentsorotheramountspaidorpayabletoaDefaultingLenderthat areapplied(orheld)topayamountsowedbyaDefaultingLenderortopostCashCollateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees.

(A)No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a), (c) or (d) for any period during which that Lender is a DefaultingLender(andtheCompanyshallnotberequiredtopayanysuchfeethat otherwise would have been required to have been paid to that Defaulting Lender), andeachDefaultingLendershallbeentitledtoreceivefeespayableunderSection 2.09(b)foranyperiodduringwhichthatLenderisaDefaultingLenderonlytothe extentallocabletothesumof(1)theoutstandingprincipalamountoftheRevolving Credit Loans funded by it, and (2) its Applicable Revolving Credit Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.16.

(B)Each Defaulting Lender shall beentitledtoreceive Letter ofCredit Fees for any period during which that Lender is a Defaulting Lender only to the extentallocabletoitsApplicableRevolvingCreditPercentageofthestatedamount ofLettersofCreditforwhichsuchDefaultingLenderhasprovidedCashCollateral pursuant to Section 2.16.

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(C)With respectto any fee payable under Section 2.09(a) or (b) or any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A)or(B)above,theCompanyshall(x)paytoeachNon-DefaultingLender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay toeachL/CIssuertheamountofanysuchfeeotherwisepayabletosuchDefaulting Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such DefaultingLender,and(z)notberequiredtopaytheremainingamountofanysuch fee.

(iv)Reallocation of Applicable Percentages to Reduce Fronting Exposure.All or any part of such Defaulting Lender’s participation in L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Revolving Credit Percentages (calculated without regard to such Defaulting Lender’sRevolvingCreditCommitment)butonlytotheextentthatsuchreallocationdoes not cause (x) the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceedsuchNon-DefaultingLender’sRevolvingCreditCommitmentor(y)theaggregate Outstanding Amount of Dollar Tranche Loans of any Non-Defaulting Lender plus such Lender’sparticipationinL/CObligationsatsuchtimetoexceedthesuchNon-Defaulting Lender’sDollarTrancheCommitment.SubjecttoSection 10.21,noreallocationhereunder shallconstituteawaiverorreleaseofanyclaimofanypartyhereunderagainstaDefaulting Lenderarisingfrom that Lender havingbecomeaDefaultingLender,includingany claim ofaNon-DefaultingLenderasaresultofsuchNon-DefaultingLender’sincreasedexposure following such reallocation.

(v)Cash Collateral.Ifthereallocationdescribedinclause (a)(iv)abovecannot, or can only partially, be effected, the Company shall, without prejudice to any right or remedy available to it hereunder or under Applicable Law, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.16.

(b)Defaulting Lender Cure.If the Company, theAdministrative Agent and each L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstandingLoansoftheotherLendersortakesuchotheractionsastheAdministrativeAgentmay determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with their Revolving Credit Commitments (without giving effect to Section 2.17(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactivelywithrespecttofeesaccruedorpaymentsmadebyoronbehalfoftheCompanywhile that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s

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having been a Defaulting Lender.

(c)New Letters of Credit.SolongasanyLenderisaDefaultingLender,noL/CIssuer shall be required to issue, extend, increase, reinstate or renew any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

2.18 Addition and Removal of Unencumbered Properties.

(a)Addition of Unencumbered Properties.The Company may at any time and from time to time designate additional Unencumbered Properties meeting the definition of Unencumbered Properties by providing an updated Schedule 5.19 and the appropriate Subsidiary Guarantees,atwhichtimesuchadditionalUnencumberedPropertiesshallbeincludedforpurposes ofdeterminingtheCompany’scompliancewiththefinancialcovenantsunderSections 7.09(f),(g) and (h) and the amount that may be borrowed hereunder.

(b)Removal of Unencumbered Properties.The Company may at any time and from time to time remove Unencumbered Properties by providing an updated Schedule 5.19 reflecting whichPropertieswillnolongerconstituteUnencumberedProperties;provided thatinconnection therewith the Company shall, following removal of such Unencumbered Property, continue to comply with Sections 7.09(f), (g) and (h) and so long as the Company complies with Sections 7.09(f), (g) and (h) and there is no Event of Default at such time, such Property shall no longer constitute an Unencumbered Property for purposes hereof.

2.19 Designated Borrowers.

(a)Designated Borrowers.TheCompanymayatanytime,uponnotlessthanfifteen

(15)BusinessDays'noticefromtheCompanytotheAdministrativeAgent(orsuchshorterperiodas may be agreed by the Administrative Agent in its reasonable discretion), request to designate any wholly owned Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Revolving Credit Loans and/or one or more Term Loans (including one or more additional term loan tranches provided pursuant to Section 2.15) by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit I (a “Designated Borrower Request and Assumption Agreement”).Thepartiesheretoacknowledgeandagreethatpriortoany Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) the Administrative Agent and the Lenders that are to provide Commitments and/or Loans in favor of an Applicant Borrower must each agree, in its and their reasonable discretion, to such Applicant BorrowerbecomingaDesignatedBorrower,(ii)theAdministrativeAgentandsuchLendersshall havereceivedsuchsupportingresolutions,incumbencycertificates,opinionsofcounselandother documentsorinformation,inform,contentandscopereasonablysatisfactorytotheAdministrative Agent,asmayberequiredbytheAdministrativeAgent,andNotessignedbysuchnewBorrowers to the extent any Lender so requires, and (iii) upon the reasonable request of any Lender, the Applicant Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfiedwith,the

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documentationandotherinformationsorequestedinconnectionwithapplicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and any Applicant Borrower that qualifies as a “legal entity customer”undertheBeneficialOwnershipRegulationshallhavedelivered,toeachLenderthatso requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in clauses (i), (ii) and (iii) hereof, the “Designated Borrower Requirements”). If the Designated Borrower Requirements are met, the Administrative Agent shall send a notice in substantially the form of Exhibit J (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such DesignatedBorrowertoreceiveLoanshereunder,onthetermsandconditionssetforthherein,and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice or Letter of Credit ApplicationmaybesubmittedbyoronbehalfofsuchDesignatedBorroweruntilthedatefive(5) Business Days after such effective date.

(b)Obligations. Except as specifically provided herein, the Obligations of the Company and each of the Borrowers shall be joint and several in nature (unless such joint and several liability (i) shall result in adverse tax consequences to any such Designated Borrower or

(iii)is not permitted by any Law applicable to such Designated Borrower, in which either such case,theliabilityofsuchDesignatedBorrowershallbeseveralinnature)regardlessofwhichsuch Person actually receives Credit Extensions hereunder or the amount of such Credit Extensions receivedorthemannerinwhichtheAdministrativeAgent,anyL/CIssueroranyLenderaccounts for such Credit Extensions on its books and records. Notwithstanding anything herein or in any LoanDocument(includinganyDesignatedBorrowerRequestandAssumptionAgreement)tothe contrary, (i) no Designated Borrower that is a Foreign Subsidiary shall be obligated with respect toanyObligationsoftheCompanyorofanyDomesticSubsidiary,(ii)theObligationsowedbya Designated Borrower that is a Foreign Subsidiary shall be several and not joint with the ObligationsoftheCompanyorofanyDesignatedBorrowerthatisaDomesticSubsidiaryand(iii) noDesignatedBorrowerthatisaForeignSubsidiaryshallbeobligatedasaSubsidiaryGuarantor under the Subsidiary Guaranty with respect to the Obligations of the Company or any Domestic Subsidiary.

(c)Appointment. Each Subsidiary of the Company that is or becomes a Designated BorrowerpursuanttothisSection 2.19herebyirrevocablyappointstheCompanytoactasitsagent forallpurposesofthisAgreementandtheotherLoanDocumentsandagreesthat(i)theCompany may execute such documents on behalf of such Designated Borrower as the Company deems appropriate in its sole discretion and each Designated Borrower shall be obligated by all of the termsofanysuchdocumentexecutedonitsbehalf,(ii)anynoticeorcommunicationdeliveredby the Administrative Agent or the Lender to the Company shall be deemed delivered to each Designated Borrower and (iii) the Administrative Agent or the Lenders may accept, and be permittedtorelyon,anydocument,instrumentoragreementexecutedbytheCompanyonbehalf of each of the Loan Parties.

(d)Termination of Designated Borrower Status.TheCompanymayfromtimetotime,

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upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans that were advanced to such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans advanced to it, as of the effective date of such termination. Such Designated Borrower shall also be released from its obligations under the Guaranty and the otherLoanDocuments,provided thatsuchDesignatedBorrower(orifsuchDesignatedBorrower is not a Domestic Subsidiary, the most immediate parents of such Subsidiary that are Domestic Subsidiaries of the Company (if any)) is not, or substantially contemporaneously with the terminationofsuchDesignatedBorrower’sstatusassuchwouldnotbe,requiredtobeaSubsidiary Guarantor under this Agreement. The Administrative Agent will (at the sole cost of the Borrowers),andeachoftheLendersandtheL/CIssuersirrevocablyauthorizestheAdministrative Agent to, execute and deliver such documents as the Company or such terminated Designated Borrower may reasonably request to evidence the release of such Designated Borrower from its obligationshereunder,includingundertheGuaranty,andundertheotherLoanDocuments,which documentsshallbereasonablysatisfactorytotheAdministrativeAgent.TheAdministrativeAgent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a)Defined Terms.For purposes of this Section 3.01, the term “Applicable Law” includes FATCA and the term “Lender” includes any L/C Issuer.

(b)Payments Free of Taxes.Anyandallpaymentsbyoronaccountofanyobligation ofanyLoanPartyunderanyLoanDocumentshallbemadewithoutdeductionorwithholdingfor any Taxes, except as required by Applicable Law.If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agentshallbeentitledtomakesuchdeductionorwithholdingandshalltimelypaythefullamount deductedorwithheldtotherelevantGovernmentalAuthorityinaccordancewithApplicableLaw and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including suchdeductionsandwithholdingsapplicabletoadditionalsumspayableunderthisSection 3.01) the applicable Recipientreceives anamount equal to the sum it would have receivedhad no such deduction or withholding been made.

(c)Payment of Other Taxes by the Borrowers.EachoftheBorrowersshalltimelypay totherelevantGovernmentalAuthorityinaccordancewithApplicableLaw,orattheoptionofthe Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d)Indemnifications by Borrowers.Each of the Borrowers shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes

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(includingIndemnifiedTaxesimposedorassertedonorattributabletoamountspayableunderthis Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a paymenttosuchRecipientandanyreasonableexpensesarisingtherefromorwithrespectthereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.A certificate as to the amount of such payment or liability delivered to the Company by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent demonstrable error.

(e)Indemnification by the Lenders.Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Borrower has not already indemnified theAdministrativeAgentfor,orpaid,suchIndemnifiedTaxesandwithoutlimitingtheobligation oftheBorrowerstodoso),(ii)anyTaxesattributabletosuchLender’sfailuretocomplywiththe provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.A certificate as to the amount of suchpaymentorliabilitydeliveredtoanyLenderbytheAdministrativeAgentshallbeconclusive absent manifest error.Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f)Evidence of Payments.UponrequestbytheCompanyortheAdministrativeAgent, as the case may be, after any payment of Taxes by the Company or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Company shall deliver to the Administrative Agent orthe Administrative Agent shall deliver to the Company, as the case may be,theoriginaloracertifiedcopyofareceiptissuedbysuchGovernmentalAuthorityevidencing suchpayment,acopyofanyreturnrequiredbyLawstoreportsuchpaymentorotherevidenceof such payment reasonably satisfactory to the Company or the Administrative Agent, as the case may be.

(g) Status of Lenders; Tax Documentation.

(i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested bytheCompanyortheAdministrativeAgent,suchproperlycompletedandexecuted documentation reasonably requestedby the Company ortheAdministrative Agent aswill permitsuchpaymentstobemadewithoutwithholdingoratareducedrateofwithholding. In addition, any Lender, if reasonably requested by the Company or the Administrative Agent, shalldeliver suchother documentation prescribed by applicable law or reasonably

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requestedbytheCompanyortheAdministrativeAgentaswillenabletheCompanyorthe Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.Notwithstanding anything to the contraryintheprecedingtwosentences,thecompletion,executionandsubmissionofsuch documentation (other than such documentation set forth in Section 3.01(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Withoutlimitingthegeneralityoftheforegoing,intheeventthata Borrower is a U.S. Person,

(A)any Lender that is a U.S. Person shall deliver to the Company and the Administrative Agent on or prior to the date on which such Lender becomes a LenderunderthisAgreement(andfromtimetotimethereafteruponthereasonable requestoftheCompanyortheAdministrativeAgent),executedcopiesofIRSForm W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)anyForeignLendershall,totheextentitislegallyentitledtodoso, delivertotheCompanyandtheAdministrativeAgent(insuchnumberofcopiesas describedbeloworasshallberequestedbytherecipient)onorpriortothedateon whichsuchForeignLenderbecomesaLenderunderthisAgreement(andfromtime to time thereafter upon the reasonable request of the Company or the Administrative Agent), whichever of the following is applicable:

(I)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to paymentsofinterestunderanyLoanDocument,two(2)properlycompleted and executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Taxpursuanttothe“interest”articleofsuchtaxtreatyand(y)withrespect to any other applicable payments under any Loan Document, IRS FormW-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(II)two (2) properly completed and executed copies of IRS Form W-8ECI;

(III)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a

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certificate substantially in the form of Exhibit H-1 to the effect that such ForeignLenderisnota“bank”withinthemeaningofSection881(c)(3)(A) oftheCode,a“10percentshareholder”oftheCompanywithinthemeaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”)and(y)two(2)properlycompletedandexecutedcopiesofIRS Form W-8BEN-E (or W-8BEN, as applicable); or

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

(C)anyForeignLendershall,totheextentitislegallyentitledtodoso, delivertotheCompanyandtheAdministrativeAgent(insuchnumberofcopiesas shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,togetherwithsuchsupplementarydocumentationasmaybeprescribed byapplicablelawtopermittheCompanyortheAdministrativeAgenttodetermine the withholding or deduction required to be made; and

(D)ifapaymentmadetoaLenderunderanyLoanDocumentwouldbe subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to failtocomply with the applicable reportingrequirementsof FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company or the AdministrativeAgentasmaybenecessaryfortheCompanyandtheAdministrative Agent to comply with their obligations under FATCA and to determine that such LenderhascompliedwithsuchLender’sobligationsunderFATCAortodetermine theamounttodeductandwithholdfromsuchpayment.Solelyforpurposesofthis clause (D), “FATCA” shall include any amendments made to FATCA after the

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Closing Date.

(iii)Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, itshallupdatesuchformorcertificationorpromptlynotifytheCompanyandthe Administrative Agent in writing of its legal inability to do so.

(h)Treatment of Certain Refunds.UnlessrequiredbyApplicableLaw,atnotimeshall theAdministrativeAgenthaveanyobligationtofilefororotherwisepursueonbehalfofaLender or an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund of TaxeswithheldordeductedfromfundspaidfortheaccountofsuchLenderorsuchL/CIssuer,as thecasemaybe.IfanyRecipientdetermines,initssolediscretionexercisedingoodfaith,thatit has received a refund of any Taxes as to which it has been indemnified by any Borrower or with respect to which any Borrower has paid additional amounts pursuant to this Section 3.01, it shall paytosuchBorroweranamountequaltosuchrefund(butonlytotheextentofindemnitypayments made, or additional amounts paid, by such Borrower under this Section 3.01 with respect to the Taxesgivingrisetosuchrefund),netofallout-of-pocketexpenses(includingTaxes)incurredby such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that such Borrower, upon the request of the Recipient, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority.Notwithstanding anythingtothecontraryinthissubsection (h),innoeventwilltheapplicableRecipientberequired to pay any amount to any Borrower pursuant to this subsection (h) the payment of which would placetheRecipientinalessfavorablenetafter-TaxpositionthansuchRecipientwouldhavebeen in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respecttosuchTaxhadneverbeenpaid.Thissubsection (h)shallnotbeconstruedtorequireany Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Borrower or any other Person.

(i)Survival.Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacementof,aLenderoranL/CIssuer,theterminationoftheAggregateCommitmentsandthe repayment, satisfaction or discharge of all other Obligations.

3.02Illegality.IfanyLenderreasonablydeterminesthatanyLawhasmadeitunlawful, orthatanyGovernmentalAuthorityhasassertedthatitisunlawful,foranyLenderoritsapplicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to a Relevant Rate, the Eurodollar Rate or the LIBOR Daily Floating Rate,or to determine or charge interestratesbaseduponaRelevantRate,theEurodollarRateortheLIBORDailyFloatingRate, oranyGovernmentalAuthorityhasimposedmaterialrestrictionsontheauthorityofsuchLender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbankmarket(providedthatsuchLenderhasmadesuchdeterminationingoodfaithandnotin

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an arbitrary and capricious manner after consideration of such factors as such Lender then reasonably determines to be relevant), then, upon notice thereof by such Lender to the Company (through the Administrative Agent), (a) any obligation of such Lender to make or maintain Alternative Currency Loans in the affected currency or currencies or, in the case of Loans denominatedinDollars,tomakeormaintainEurodollarRateTerm SOFRLoansorLIBORDaily Floating RateSOFRLoans or to convert Base Rate Loans or LIBOR Daily Floating RateSOFRLoans to Eurodollar RateTerm SOFRLoans or Base Rate Loans or Eurodollar RateTerm SOFRLoanstoLIBORDailyFloatingRateSOFRLoansshallbe,ineachcase,suspended,and(b)ifsuch notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar RateTerm SOFRcomponent of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the EurodollarRateTerm SOFRcomponent of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist.Upon receipt of such notice, (i) the Company shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay all Eurodollar RateTerm SOFRLoans, LIBORDailyFloatingRateSOFRLoansand/orAlternativeCurrencyLoans,asapplicable,inthe affected currency or currencies or, if applicable, and such Loans are denominated in Dollars, convertallEurodollarRateTerm SOFRLoansand/orLIBORDailyFloatingRateSOFRLoansof suchLendertoBaseRateLoans(theinterestrateonwhichBaseRateLoansofsuchLendershall, ifnecessarytoavoidsuchillegality,bedeterminedbytheAdministrativeAgentwithoutreference to the Eurodollar RateTerm SOFRcomponent ofthe Base Rate), in each case,immediately, or in the case of Eurodollar RateTerm SOFRLoans and Alternative Currency Term Rate Loans on the last day of the Interest Period therefor if such Lender may lawfully continue to maintain such Eurodollar RateTerm SOFRLoans or Alternative Currency Term Rate Loans, as applicable, to suchdayand(ii)ifsuchnoticeassertstheillegalityofsuchLenderdeterminingorcharginginterest ratesbasedupontheEurodollarRateTerm SOFR,theAdministrativeAgentshallduringtheperiod of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar RateTerm SOFRcomponent thereof until the Administrative Agent is advised in writingbysuchLenderthatitisnolongerillegalforsuchLendertodetermineorchargeinterest ratesbasedupon theEurodollar RateTerm SOFR.Upon any such prepaymentorconversion,the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05.

3.03 Inability to Determine Rates; Replacement of Relevant Rates or Successor

Rates.

(a) Inability to Determine Rates. IfinconnectionwithanyrequestforaEurodollar

RateTerm SOFRLoan or, a LIBORDaily Floating RateSOFRLoan or an Alternative CurrencyLoan, a conversion of a Base Rate Loans to a Eurodollar RateLoan or a Term SOFRLoan ortoa LIBORDailyFloatingRateSOFRLoan, a conversion of a Base Rate Loan or a Daily SOFR Loanto a Term SOFR Loanor a continuation of any Eurodollar RateTerm SOFRLoan or anyAlternative Currency Term Rate Loan, (i) the Administrative Agent reasonably determines (and makes a similar determination with respect to other similar facilities with respect to which it is acting as agent) (which determination shall be conclusive absent manifest error) that (A) DollardepositsarenotbeingofferedtobanksintheLondoninterbankmarketfortheapplicableamount

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and Interest Period of such Eurodollarno Successor Rate for the RelevantRate Loan or for the applicable term with respect to such LIBOR Daily Floating Rate Loan, or (B) (x) adequate andreasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposedBaseRateLoanorfordeterminingtheLIBORDailyFloatingRateforanydetermination date with respect to an existing or proposed LIBOR Daily Floating Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to this clause(i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed EurodollarRateLoan,ortheLIBORDailyFloatingRatewithrespecttoanexistingorproposed LIBOR Daily Floating Rate Loan, as the case may be, does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Company and each Lender.Thereafter, (A) the obligation of the Lenders to make or maintain Eurodollar Rate Loans and/or to make LIBOR Daily Floating Rate Loans, as applicable, shall be suspended,(totheextentoftheaffectedEurodollarRateLoans,LIBORDailyFloatingRateLoans or Interest Periods), and (B) in the event of a determination described in the preceding sentencewith respect to the Eurodollar Rate component of the Base Rate, the utilization of the EurodollarRate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.03(a), until the Administrative Agent upon instruction of the Required Lenders)revokessuchnotice.Uponreceiptofsuchnotice,theCompanymayrevokeanypending requestforaBorrowingof,conversiontoorcontinuationofEurodollarRateLoansoraBorrowing of or conversion to LIBOR Daily Floating Rate Loans (to the extent of the affected Eurodollar RateLoans,LIBORDailyFloatingRateLoansorInterestPeriods)or,failingthat,willbedeemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

(b)Notwithstanding the foregoing, if the Administrative Agent has made the determinationdescribedinclause (i)ofSection 3.03(a),theAdministrativeAgent,inconsultation with the Company, may establish a reasonable alternative interest rate for the Impacted Loans, in whichcase,suchalternativerateofinterestshallapplywithrespecttotheImpactedLoansuntil

(1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of Section 3.03(a), (2) the Administrative Agent or the RequiredLendersnotifytheAdministrativeAgentandtheCompanythatsuchalternativeinterest ratedoesnotadequatelyandfairlyreflectthecosttosuchLendersoffundingtheImpactedLoans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authorityhasassertedthatitisunlawful,forsuchLenderoritsapplicableLendingOfficetomake, maintainorfundLoanswhoseinterestisdeterminedbyreferencetosuchalternativerateofinterest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

(c)Notwithstanding anything to the contrary in this Agreement or any other LoanDocuments:

(i)OnMarch5,2021theFinancialConductAuthority(“FCA”),theregulatorysupervisor of LIBOR’s administrator(“IBA”), announced ina public statementthe future cessationorlossofrepresentativenessofovernight/SpotNext,1-week,1-month,2-month,

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3-month,6-monthand12-monthLIBORtenorsettings.Ontheearliestof(A)thedatethat allAvailableTenorsofLIBORhavepermanentlyorindefinitelyceasedtobeprovidedby IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative, (B) June 30, 2023 and (C) the Early Opt-in EffectiveDateinrespectofaSOFREarlyOpt-in,ifthethen-currentBenchmarkisLIBOR, the Benchmark Replacement willreplacesuchBenchmarkfor all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and allsubsequentsettingswithoutanyamendmentto,orfurtheractionorconsentofanyother party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily SOFR, all interest payments will be payable on a monthly basis.

(ii)(x)Upon (A) the occurrence of a Benchmark Transition Event or (B) a determinationbytheAdministrativeAgentthatneitherofthealternativesunder clause (1) of the definition of Benchmark Replacement are available, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenderswithoutanyamendmentto,orfurtheractionorconsentofanyotherpartyto,this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from LenderscomprisingtheRequiredLenders(andanysuchobjectionshallbeconclusiveand binding absent manifest error); provided that solely in the event that the then-current BenchmarkatthetimeofsuchBenchmarkTransitionEventisnotaSOFR-basedrate,the BenchmarkReplacementthereforshallbedeterminedinaccordancewithclause(1)ofthe definition of Benchmark Replacement unless the Administrative Agent determines that neither of such alternative rates is available.

(y)On the Early Opt-in Effective Date in respect of an Other Rate Early Opt-in,theBenchmarkReplacementwillreplaceLIBORforallpurposeshereunder andunderanyLoanDocumentinrespectofanysettingofsuchBenchmarkonsuch day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document.

(iii)At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative oftheunderlyingmarketandeconomicrealitythatsuchBenchmarkisintendedtomeasure and that representativeness willnot be restored,the Companymayrevokeany requestfor aborrowingof,conversiontoorcontinuationofLoanstobemade,convertedorcontinued that would bear interest by reference to such Benchmark until the Company’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Company will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate.

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(iv)InconnectionwiththeimplementationandadministrationofaBenchmark Replacement, the Administrative Agent will have the right to make Benchmark ReplacementConformingChangesfromtimetotimeand,notwithstandinganythingtothe contrary herein or in any other Loan Document, any amendments implementing such BenchmarkReplacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(v)The Administrative Agent will promptly notify the Company and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decisionorelectionthatmaybemadebytheAdministrativeAgentpursuanttothisSection3.03(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take orrefrainfromtakinganyaction,willbeconclusiveandbindingabsentmanifesterrorand maybemadeinitssolediscretionandwithoutconsentfromanyotherpartyhereto,except, in each case, as expressly required pursuant to this Section 3.03(c).

(vi)At any time (including in connection with the implementation of aBenchmark Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR), then the Administrative Agent may remove any tenor of such Benchmarkthatisunavailableornon-representativeforBenchmark(includingBenchmark Replacement)settingsand(B)theAdministrativeAgentmayreinstateanysuchpreviously removed tenor for Benchmark (including Benchmark Replacement) settings.

(d)If in connection with any request for an Alternative Currency Loan or a continuationofanyofsuchLoans,(i)theAdministrativeAgentdetermines(whichdetermination shallbeconclusiveabsentmanifesterror)that(A)noSuccessorRatefortheRelevantRatefortheapplicableAgreedCurrencyhasbeendeterminedinaccordancewithSection 3.03(e)b) or Section3.03(c)and the circumstances under clause (i) of Section 3.03(e)b) or of Section 3.03(c),or the Scheduled Unavailability Date or the SOFRScheduled Unavailability Date, has occurred with respect to such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable Agreed Currency for any determinationdate(s)orrequestedInterestPeriod,asapplicable,withrespecttoaproposedTermSOFR Loan, Daily SOFR Loan or AlternativeCurrencyLoan or in connection with an existing orproposed Base Rate Loan,or(ii)theAdministrativeAgentortheRequiredLendersdeterminethatfor any reason that the Relevant Rate with respect to a proposed Loan denominated in an Agreed CurrencyforanyrequestedInterestPeriodordeterminationdate(s)doesnotadequatelyandfairly reflect the cost to such Lenders of funding suchLoan, the Administrative Agent willpromptly so notify the Company and each Lender.

Thereafter, (x)the obligation of the Lenders to make or maintain Loans in the affected currencies, as applicable, or to convert Base Rate Loans or Term SOFR Loans to Daily SOFRLoans or to convert Base Rate Loans or Daily SOFR Loans to Term SOFR Loans shall be suspendedineachcasetotheextentoftheaffectedAlternativeCurrencyLoansorInterestPeriod

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or determination date(s), as applicable, until the Administrative Agentand(or,y)in the caseeventofadeterminationbytheRequiredLendersdescribedinclause (ii) ofthe preceding sentence withrespect to the Term SOFR component of the Base Rate, the utilization of the Term SOFRcomponent in determining the Base Rate shall be suspended, in each case until the AdministrativeAgent (or, in the case of a determination by the Required Lenders described in clause (ii) of thisSection 3.03(da), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice.

Upon receipt of such notice, (i) the Company may revoke any pending request for a Borrowing of, or conversion to Daily SOFR Loans, Borrowing of, conversion to or continuation of, Term SOFR Loans or Borrowing or continuation ofAlternative Currency Loans to the extent of the affected Alternative Currency Loans or Interest Period or determination date(s), as applicable or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specifiedtherein and(ii)(A) any outstanding Daily SOFR Loans and Term SOFR Loans shall bedeemed to have been converted to Base Rate Loans immediately, in the case of a Daily SOFR Loan, or at the end of the applicable Interest Period, in the case of a Term SOFR Loan, and (B)any outstanding affected Alternative Currency Loans, at the Company's election, shall either (1) beconvertedintoaBorrowingofBaseRateLoansdenominatedinDollarsintheDollarEquivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case of an AlternativeCurrencyDailyRateLoanorattheendoftheapplicableInterestPeriod,inthecaseof an Alternative Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case ofanAlternativeCurrencyTermRateLoan;provided thatifnoelectionismadebytheCompany

(x)inthecaseofanAlternativeCurrencyDailyRateLoan,bythedatethatisthreeBusinessDays after receipt by the Company of such notice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Alternative Currency Term Rate Loan, the Company shall be deemed to have elected clause (1) above.

(b)Replacement of SOFR or SOFR Successor Rate. Notwithstanding anything to thecontrary in this Agreement or any other Loan Documents, if the Administrative Agent determines(which determination shall be conclusive absent manifest error), or the Company or RequiredLenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to theCompany) that the Company or Required Lenders (as applicable) have determined, that:

(i)adequate and reasonable means do not exist forascertaining SOFR and onemonth, three month and six month interest periods of Term SOFR, including becauseSOFR or the Term SOFR Screen Rate, as applicable, is not available or published on acurrent basis, and such circumstances are unlikely to be temporary; or

(ii)the Applicable Authority has made a public statement identifying a specificdate after which SOFR and one month, three month and six month interest periods of TermSOFR or the Term SOFR Screen Rate, as applicable, shall or will no longer be madeavailable, or permitted to be used for determining the interest rate of syndicated loans

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denominated in Dollars, or shall or will otherwise cease, provided that,in each case, at thetime of such statement, there are no successor administrators that are satisfactory to theAdministrative Agent that will continue to provide SOFR or such interest periods of TermSOFR, as applicable, after such specific date (the latest date on which SOFR or one month,three month and six month interest periods of Term SOFR or the Term SOFR Screen Rateare no longer available permanently or indefinitely, the “SOFR Scheduled UnavailabilityDate”);

or if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurredwith respect to the SOFR Successor Rate then in effect, then, the Administrative Agent and theCompany may amend this Agreement solely for the purpose of replacing SOFR and/or TermSOFR for Dollars or any then current SOFR Successor Rate for Dollars in accordance with thisSection 3.03 with an alternative benchmark rate giving due consideration to any evolving or thenexisting convention for similar credit facilities syndicated and agented in the U.S. and denominatedin Dollars for such alternative benchmarks, and, in each case, including any mathematical or otheradjustments to such benchmark giving due consideration to any evolving or then existingconvention for similar credit facilities syndicated and agented in the U.S. and denominated inDollars for such benchmarks, which adjustment or method for calculating such adjustment shallbe published on an information service as selected by the Administrative Agent from time to timein its reasonable discretion and may be periodically updated in its reasonable discretion (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a “SOFRSuccessor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifthBusiness Day after the Administrative Agent shall have posted such proposed amendment to allLenders and the Company unless, prior to such time, Lenders comprising the Required Lendershave delivered to the Administrative Agent written notice that such Required Lenders object tosuch amendment.

(c)(e)Replacement of Relevant Rate orNon-SOFRSuccessor Rate.Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agentdetermines(whichdeterminationshallbeconclusiveabsentmanifesterror),ortheCompany orRequiredLendersnotifytheAdministrativeAgent(with,inthecaseoftheRequiredLenders,a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that:

(i)adequate and reasonable means do not exist for ascertaining the Relevant Rate (other than SOFR)for an Agreed Currency (other than Dollars) because none of the tenors of such Relevant Rate (including any forward-looking term rate thereof)other thanSOFR) under this Agreementis available or published on a current basis, and such circumstances are unlikely to be temporary; or

(ii)theApplicableAuthorityhasmadeapublicstatementidentifyingaspecific dateafterwhichalltenorsoftheRelevantRate (other than SOFR)foranAgreedCurrency (includinganyforward-lookingtermratethereof)other than Dollars) under this Agreementshall or will no longer be representative or made available, or permitted to be used for determining the interest rate of syndicated loans denominated in such Agreed Currency

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(other than Dollars),orshallorwillotherwisecease,providedthat,ineachcase,atthetime of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide such representative tenor(s) of the RelevantRate(other than SOFR)forsuchAgreedCurrency(other than Dollars)(thelatest date on which all tenors of the Relevant Rate for such Agreed Currency (including anyforward-looking term rate thereof)other than Dollars) under this Agreementare no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”);or

(iii)syndicatedloanscurrentlybeingexecutedandagentedintheU.S.,arebeingexecutedoramended(asapplicable)toincorporateoradoptanewbenchmarkinterestrateto replace the Relevant Rate for an Agreed Currency;

or if the events or circumstances of the type described in Section 3.03(ec)(i), or (ii) or (iii) have occurredwithrespecttotheSuccessorRatethenineffect,then,theAdministrativeAgentandthe CompanymayamendthisAgreementsolelyforthepurposeofreplacingtheRelevantRateforan Agreed Currency or any then current Successor Rate for an Agreed Currency in accordance with this Section 3.03 with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Agreed Currency for such alternative benchmarks, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to anyevolvingorthenexistingconventionforsimilarcreditfacilitiessyndicatedandagentedinthe

U.S.anddenominatedinsuchAgreedCurrencyforsuchbenchmarks,whichadjustmentormethod for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated in its reasonable discretion (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a “Non-SOFR Successor Rate”, and collectively with the SOFRSuccessor Rate, each a “Successor Rate”),andanysuchamendmentshallbecomeeffectiveat5:00

p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.

(d)Successor Rate. TheAdministrativeAgentwillpromptly(inoneormorenotices) notify the Company and each Lender of the implementation of any Successor Rate.

AnySuccessorRateshallbeappliedinamannerconsistentwithmarketpractice;provided thattotheextentsuchmarketpracticeisnotadministrativelyfeasiblefortheAdministrativeAgent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

Notwithstanding anything else herein, if at any time any Successor Rateas so determined would otherwise be lessthan zero,the SuccessorRate will bedeemed to be zerofor the purposes of this Agreement and the other Loan Documents.

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InconnectionwiththeimplementationofaSuccessorRate,theAdministrativeAgentwill have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective.

(e)Exclusion of Certain Lenders. For purposes of this Section 3.03, those Lenders thateither have not made, or do not have an obligation under this Agreement to make, the relevantLoans in the relevant Alternative Currency shall be excluded from any determination of RequiredLenders.

3.04 Increased Costs; Additional Reserve Requirements.

(a) Increased Costs Generally.IfanyChangeinLaw shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except anyreserve requirement contemplated by Section 3.04(e))or any L/C Issuer;

(ii)subject any Recipient toany Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or otherobligations,oritsdeposits,reserves,otherliabilitiesorcapitalattributablethereto;or

(iii)imposeonanyLenderoranyL/CIssueroranyapplicableinterbankmarket any other condition, cost or expense affecting this Agreement or Eurodollar RateTermSOFRLoans, LIBOR Daily Floating RateSOFRLoans or Alternative Currency Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting,continuingormaintaininganyLoan(orofmaintainingitsobligationtomakeanysuch Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or suchL/CIssuerhereunder(whetherofprincipal,interestoranyotheramount)then,uponrequest of such Lender or such L/C Issuer, the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additionalcostsincurredorreductionsuffered;provided,however,thatsuchLender’sorsuchL/C

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Issuer’sdeterminationofanysuchamountsassessedagainsttheCompanyshallbeconsistentwith the determination of amounts assessed against other (but not necessarily all) borrowers that are similarly situated to the Company after consideration of such factors as such Lender then reasonably determines to be relevant; provided that in no event shall any Lender be required to disclose information of other borrowers.

(b)Capital Requirements.IfanyLenderoranyL/CIssuerdeterminesthatanyChange in Law affecting such Lender or such L/C Issuer or any Lending Office of such Lender or such Lender’sorsuchL/CIssuer’sholdingcompany,ifany,regardingcapitalorliquidityrequirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit orheld by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into considerationsuchLender’sorsuchL/CIssuer’spoliciesandthepoliciesofsuchLender’sorsuch L/C Issuer’s holding company with respect to capital adequacy and liquidity requirements), then from time to time the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered.Each L/C Issuer and each Lender agrees that, in the eventthatitsubmitsanydemandforpaymentunderthisSection 3.04(b)itshall,aspartofmaking such demand, have made a good faith determination (which determination shall be conclusive) thatitisconcurrentlymakingsimilardemandsofother(butnotnecessarilyall)customerssimilarly situated to the Company after consideration of such factors as such Lender then reasonably determines to be relevant; provided that in no event shall any Lender be required to disclose information of other borrowers.

(c)Certificates for Reimbursement.A certificateofa Lender oran L/C Issuer setting forththeamountoramountsnecessarytocompensatesuchLenderorsuchL/CIssueroritsholding company,asthecasemaybe,asspecifiedinsubsection (a)or(b)ofthisSection 3.04anddelivered totheCompanyshallbeconclusiveabsentdemonstrableerror.SubjecttoSection 3.04(d)below, theCompanyshallpay(orcausetheapplicableDesignatedBorrowertopay)suchLenderorsuch L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)Delay in Requests.FailureordelayonthepartofanyLenderoranyL/CIssuerto demandcompensationpursuanttotheforegoingprovisionsofthisSection 3.04shallnotconstitute awaiverofsuchLender’sorsuchL/CIssuer’srighttodemandsuchcompensation,provided that noBorrowershallberequiredtocompensateaLenderorsuchL/CIssuerpursuanttotheforegoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or such L/C Issuer, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’sorsuchL/CIssuer’sintentiontoclaimcompensationtherefor(exceptthat,iftheChange in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

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(e)Additional Reserve Requirements.TheCompanyshallpaytoeachLender,aslongassuchLendershallberequiredtomaintainreserveswithrespecttoliabilitiesorassetsconsisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan and/or LIBOR DailyFloatingRateLoanequaltotheactualcostsofsuchreservesallocatedtosuchLoanbysuch Lender(asdeterminedbysuchLenderingoodfaith,whichdeterminationshallbebindingabsent demonstrable error), which shall be due and payable on eachdate on which interest ispayable on such Loan, provided the Company shall have received at least 10 days’ prior notice (with a copy totheAdministrativeAgent)ofsuchadditionalinterestfromsuchLender.IfaLenderfailstogive notice10dayspriortotherelevantInterestPaymentDate,suchadditionalinterestshallbedueand payable 10 days from receipt of such notice, provided the period for which such interest is due shall not be more than ninety days prior to such notice.

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

(a)any continuation, conversion, payment or prepayment of any Loan, other than a BaseRateLoan,aLIBORDailyRateSOFRLoanoranAlternativeCurrencyDailyRateLoan,on a day other than the last day of any Interest Period, relevant interest payment date or payment period, as applicable, for such Loan, if applicable (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)anyfailurebytheCompany(ortheapplicableDesignatedBorrower)(forareason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan, other than a Base Rate Loan, a LIBOR Daily RateSOFRLoan or an Alternative Currency Daily Rate Loan, on the date or in the amount notified by the Company or the applicable Designated Borrower;

(c)any assignment of a Eurodollar RateTerm SOFRLoan or an AlternativeCurrency Term Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Company pursuant to Section 10.13; or

(d)any failure by any Borrower to make any payment of any Loan or drawing under any Letter of Credit (or interest due thereof) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds wereobtainedbutexcludinganylossofanticipatedprofitsorfromtheperformanceofanyforeign exchangecontract.TheCompanyshallalsopay(orcausetheapplicableDesignated

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Borrowerto pay)anycustomaryadministrativefeeschargedbysuchLenderinconnectionwiththeforegoing.

For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar RateTerm SOFRLoan and Alternative Currency Term Rate Loan made by it at the Eurodollar RateTerm SOFRor the Alternative Currency Term Rate, as applicable, for such Loan by a matching deposit or other borrowing in the offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such EurodollarRateTerm SOFRLoanorAlternativeCurrencyTermRateLoanwasinfactsofunded.

3.06 Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office.Each Lender may make any Credit Extension to a Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of such Borrower to repay the Credit Extension in accordance with thetermsofthisAgreement.IfanyLenderrequestscompensationunderSection 3.04,orrequires aBorrowertopayanyIndemnifiedTaxesoradditionalamountstoanyLender,anyL/CIssuer,or any Governmental Authorityfortheaccount of any Lender or any L/CIssuer pursuant to Section 3.01,orifanyLendergivesanoticepursuanttoSection 3.02,thenattherequestoftheCompany suchLenderorsuchL/CIssuershall,asapplicable,usereasonableeffortstodesignateadifferent Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereundertoanotherofitsoffices,branchesoraffiliates,if,inthejudgmentofsuchLenderorsuch L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the noticepursuanttoSection 3.02,asapplicable,and(ii)ineachcase,wouldnotsubjectsuchLender or such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such L/C Issuer, as the case may be.The Company hereby agrees to pay (or to cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender or any L/C Issuer in connection with any such designation or assignment.

(b)Replacement of Lenders.IfanyLenderrequestscompensationunderSection 3.04, orifaBorrowerisrequiredtopayanyIndemnifiedTaxesoradditionalamountstoanyLenderor anyGovernmentalAuthorityfortheaccountofanyLenderpursuanttoSection 3.01,and,ineach case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Company may replace such Lender in accordance with Section 10.13.

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

ARTICLE IV. CONDITIONS PRECEDENT

4.01Conditions of Effectiveness.The effectiveness of this Agreement and the

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obligation of each L/C Issuer and each Lender to make any Credit Extensions hereunder on the Closing Date is subject to satisfaction of the following conditions precedent:

(a)The Administrative Agent’s receipt of the following, each of which shall be originalsorpdfcopies(followedpromptlybyoriginals)unlessotherwisespecified,eachproperly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:

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

(ii) NotesexecutedbytheBorrowersinfavorofeachLenderrequestingNotes;

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

(iv)such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrowers and the Trust is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization;

(v)a favorable opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;

(vi)acertificateofaResponsibleOfficerofeachLoanPartyeither(A)attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of theLoanDocumentstowhichitisaparty,andsuchconsents,licensesandapprovalsshall beinfullforceandeffect,or(B)statingthatnosuchconsents,licensesorapprovalsareso required;

(vii)acertificatesignedbyaResponsibleOfficeroftheCompanycertifying(A) that the representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished under or in connection herewith or therewith, are true and correct in

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all materialrespects (or, in the caseof Section 5.14(b) or any representation and warranty that is qualified by materiality, in all respects) on and as of the date of the Closing Date, excepttotheextentthatsuchrepresentationsandwarrantiesspecificallyrefertoanearlier date or period, in which case they shall have been true and correct in all material respects (or,inthecaseofanyrepresentationandwarrantythatisqualifiedbymateriality,inall respects) as of such earlier date or for the respective period, as applicable, (B) that no Default exists, or would result from the consummation of this Agreement and the other Loan Documents and the transactions contemplated to occur thereby on the Closing Date (including, without limitation, any proposed Credit Extension or from the application of theproceedsthereof),(C)thattherehasbeennoeventorcircumstancesincethedateofthe AuditedFinancialStatementsthathashadorwouldbereasonablyexpectedtohave,either individually or in the aggregate, a Material Adverse Effect and (D) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter for which financial statements have been publicly filed prior to the Closing Date;

(viii)a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company ended on September 30, 2021, giving pro forma effect to the transactions to occur on the Closing Date (including, without limitation, all Credit ExtensionstooccurontheClosingDate),signedbyaResponsibleOfficeroftheCompany;

(ix)theAuditedFinancialStatementsandtheunauditedfinancialstatementsof the Consolidated Group referred to in Section 5.05(a) and (b);

(x)evidence that the Swing Line Loans (if any) outstanding under (and as definedintheExistingCreditAgreement)havebeenorconcurrentlywiththeClosingDate are being repaid in full; and

(xi)such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer or the Required Lenders may reasonably require.

(b)(i) Upon the reasonable request of any Lender made at least ten (10) days prior to the Closing Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) days prior to the ClosingDateand(ii)atleastfive(5)dayspriortotheClosingDate,ifanyLoanPartyqualifiesas a“legalentitycustomer”undertheBeneficialOwnershipRegulation,thentheCompanyshallhave delivered,toeachLenderthatsorequests,aBeneficialOwnershipCertificationinrelationtosuch Loan Party.

(c)Any fees required to be paid to the Administrative Agent or any Lender in connection with this Agreement or the Fee Letter on or before the Closing Date shall have been paid.

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(d)Unless waived by the Administrative Agent, the Company shall have paid all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date that is three Business Days prior to the Closing Date, plus such additional amountsofsuchfees,chargesanddisbursementsasshallconstituteitsreasonableestimateofsuch fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). Without limiting the generality of the provisionsof the last paragraph of Section 9.03, for purposesofdeterminingcompliancewiththeconditionsspecifiedinthisSection 4.01,eachLender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to besatisfiedwith,eachdocumentorothermatterrequiredthereundertobeconsentedtoorapproved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.02Conditions to all Credit Extensions.TheobligationofeachLendertohonorany Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion ofLoanstotheotherType,oracontinuationofEurodollarRateTerm SOFRLoansorAlternative Currency Term Rate Loans) is subject to the following conditions precedent:

(a)The representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnishedatanytimeunderorinconnectionherewithortherewith,shallbetrueandcorrectinall material respects (or, in the case of the representations and warranties in Section 5.20 orany representationandwarrantythatisqualifiedbymateriality,inallrespects)onandasofthedateof such Credit Extension, except to the extent that such representations and warranties specifically refertoanearlierdateorperiod,inwhichcasetheyshallhavebeentrueandcorrectinallmaterial respects (or, in the case of SectionSections 5.14(b) and 5.20 or any representation and warranty that is qualified by materiality, in all respects) as of such earlier date or for the respective period, asapplicable,andexceptthatforpurposesofthisSection 4.02,therepresentationsandwarranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

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

(c)The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof.

(d)AssumingtheeffectivenessoftherequestedCreditExtension,theTotalRevolving Credit Outstandings shall not exceed the Revolving Credit Facility.

(e) IftheapplicableBorrowerisaDesignatedBorrower,thentheconditionsofSection

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2.19 to the designation of such Borrower as a Designated Borrower shall have been met to thereasonable satisfaction of the Administrative Agent.

(f)In the case of a Credit Extension to be denominated in an Alternative Currency, such currency remains an Eligible Currency.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversionof Loans toanother Type or a continuation of Eurodollar RateTerm SOFRLoans or Alternative Currency Term Rate Loans) submitted by the Company shall be deemed to be a representationandwarrantybytheCompanythattheconditionsspecifiedinSections 4.02(a),(b) and (d) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V. REPRESENTATIONS AND WARRANTIES

EachBorrowerrepresentsandwarrantstotheAdministrativeAgentandtheLenders that:

5.01Existence, Qualification and Power.Each Loan Party and each Subsidiary thereof(a)isdulyorganizedorformed,validlyexistingand,asapplicable,ingoodstandingunder the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authorityandallrequisitegovernmentallicenses,authorizations,consentsandapprovalsto(i)own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operationofpropertiesortheconductofitsbusinessrequiressuchqualificationorlicense;except ineachcasereferredtoinclause (b)(i)or(c),totheextentthatfailuretodosowouldnotreasonably be expected to have a Material Adverse Effect.

5.02Authorization; No Contravention.The execution, delivery and performance by eachLoanPartyofeachLoanDocumenttowhichsuchPersonisparty,havebeendulyauthorized by all necessary corporate or other organizational action, and do not and will not (a) contravene thetermsofanyofsuchPerson’sOrganizationDocuments;(b)conflictwithorresultinanybreach orcontraventionof,orthecreationof(ortherequirementtocreate)anyLienunder,orrequireany payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, the conflict or breach of which under the foregoing clauses (i) and/or(ii)wouldreasonablybeexpectedtohaveaMaterialAdverseEffect;or(c)violateanyLaw.

5.03Governmental Authorization; Other Consents.No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except with respect to notices which have already been given or where the failure to obtain any of the foregoing would not have a Material Adverse Effect.

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5.04Binding Effect.ThisAgreementhasbeen,and eachotherLoanDocument,when deliveredhereunder,willhavebeen,dulyexecutedanddeliveredbyeachLoanPartythatisparty thereto.This Agreement constitutes, and each other Loan Document when so delivered will constitute,alegal,validandbindingobligationofsuchLoanParty,enforceableagainsteachLoan Party that is party thereto in accordance with its terms.

5.05 Financial Statements; No Material Adverse Effect.

(a)The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein;and(ii) fairly present,in allmaterial respects,thefinancial conditionoftheConsolidated Group as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

(b)The unaudited consolidated balance sheets of the Consolidated Group dated September 30, 2021, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and(ii), to the absence of footnotes and to normal year-end audit adjustments.

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

5.06Litigation.Therearenoactions,suits,proceedings,claimsordisputespendingor, totheknowledgeoftheCompanyafterdueanddiligentinvestigation,threatenedorcontemplated, atlaw,inequity,inarbitrationorbeforeanyGovernmentalAuthority,byoragainsttheCompany oranyofitsSubsidiariesoragainstanyoftheirpropertiesorrevenuesthat(a)purporttoaffector pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as specifically disclosed in Schedule 5.06, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

5.07No Default.NeitheranyLoanPartynoranySubsidiarythereofisindefaultunder or with respect to any Contractual Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.08Ownership of Property; Liens.Each of the Company and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property

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material to its business, except for such defects in title as would not, individually or in the aggregate,reasonablybeexpectedtohaveaMaterialAdverseEffect.NoUnencumberedProperty is subject to any Liens, other than Liens permitted by Section 7.01.

5.09Environmental Compliance.The Company and its Subsidiaries normally conduct, prior to the acquisition of any Property, a customary review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on such Property, and as a result thereof the Company has reasonably concluded that such Environmental Laws and claims would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.10Taxes.The Company and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other materialtaxes,assessments,feesandothergovernmentalchargesleviedorimposeduponthemor their properties, income or assets otherwise due and payable, except (a) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP, or (b) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

5.11 ERISA Compliance.

(a) ExceptaswouldnotreasonablybeexpectedtoresultinaMaterialAdverseEffect,

(i) each Pension Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws and (ii) each Pension Plan that is intended to be aqualifiedplanunderSection401(a)oftheCodehasreceivedafavorabledetermination,opinion or advisory letter from the Internal Revenue Service to the effect that the form of such Pension PlanisqualifiedunderSection401(a)oftheCodeandthetrustrelatedtheretohasbeendetermined bytheInternalRevenueServicetobeexemptfromfederalincometaxunderSection501(a)ofthe Code, or an application for such a letter is currently being processed by, or shall be timely submitted to, the Internal Revenue Service, and, to the best knowledge of the Company, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

(b)There are no pending or, to the knowledge of the Company, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Pension Plan that would reasonably be expected to have a Material Adverse Effect.There has been no prohibited transaction, as defined in Section 406 of ERISA or Section 4975 of the Code, nor violation of the fiduciary responsibility rules under ERISA with respect to any Pension Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect.

(c) ExceptaswouldnotreasonablybeexpectedtoresultinaMaterialAdverseEffect,

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(i) no ERISA Event has occurred, and neither the Company nor any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Company and each ERISA Affiliate has metallapplicablerequirementsunderthePensionFundingRulesinrespectofeachPensionPlan, and no waiver of the minimum funding standards under the Pension Funding Rules has been appliedfororobtained;(iii)asofthemostrecentvaluationdateforanyPensionPlan,thefunding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Company nor any ERISA Affiliate knows of any facts or circumstances that could reasonablybeexpectedtocausethefundingtargetattainmentpercentageforanysuchplantodrop below60%asofthemostrecentvaluationdate;(iv)neithertheCompanynoranyERISAAffiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Company nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c)ofERISA;and(vi)noPensionPlanhasbeenterminatedbytheplanadministratorthereof nor by the PBGC, and no event or circumstance has occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

(d)Neither the Company nor, to the Company’s knowledge, any ERISA Affiliate, maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, anyactiveorterminatedPensionPlanotherthan(A)ontheClosingDate,thoselistedonSchedule 5.11(d) hereto and (B) thereafter, Pension Plans not otherwise prohibited by this Agreement.

(e)Each Borrower represents and warrants as of the Closing Date that suchBorrower is not and will not be using “plan assets” (within the meaning of 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA or otherwise) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments.

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5.12Subsidiaries; Equity Interests.As of the Closing Date, Schedule 5.12 sets forth theownersofoutstandingEquityInterestsineachSubsidiaryGuarantorandsuchEquityInterests have been validly issued, are fully paid and nonassessable and are owned by the party shown on Schedule 5.12 free and clear of all Liens, other than Permitted Encumbrances.A majority of the Equity Interests in the Company are owned by the Trust.

5.13 Margin Regulations; Investment Company Act.

(a)No Borrower is engaged or will engage, principally or as one of its important activities,inthebusinessofpurchasingorcarryingmarginstock(withinthemeaningofRegulation UissuedbytheFRB),orextendingcreditforthepurposeofpurchasingorcarryingmarginstock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, notmore than 25% of the value of the assets (eitherof the applicable Borrower only or of theCompanyanditsSubsidiariesonaconsolidatedbasis)subjecttotheprovisionsofSection 7.01 orsubjecttoanyrestrictioncontainedinanyagreementorinstrumentbetweenanyBorrowerand anyLenderoranyAffiliateofanyLenderrelatingtoIndebtednessandwithinthescopeofSection 8.01(e) will be margin stock.

(b)None of the Company, any Person Controlling the Company, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act.

5.14Disclosure.(a)EachBorrowerhasdisclosedtotheAdministrativeAgentandthe Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.The reports, financial statements, certificates and other information furnished in writing by or on behalf of any Loan Party to the Administrative Agent or any Lender (in each case other than projected financial information, other forward-looking information and information of a general economic or industry-specific nature) in connection with the transactions contemplated hereby and the negotiationofthisAgreementordeliveredhereunderorunderanyotherLoanDocument(ineach case, as modified or supplemented by other information so furnished), taken as a whole, do not containanymaterialmisstatementoffactoromitstostateanymaterialfactnecessarytomakethe statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that as to such written information supplied by third parties, each Borrower representsonlythatithasnoactualknowledgeofanymaterialmisstatementormaterialomission therein; provided further that, with respect to financial projections concerning the Company and itsSubsidiariesthathavebeenorarehereaftermadeavailabletotheAdministrativeAgentorany LenderbytheCompanyoranyofitsrepresentatives(orontheCompany’sorsuchrepresentative’s behalf) in connection herewith (the “Projections”), each Borrower represents only that such Projectionswerepreparedingoodfaithbaseduponassumptionsbelievedtohavebeenreasonable at the time such Projections were prepared (it being recognized that (i) actual results during the period or periods covered by any such Projections may differ from the projected or forecasted results and the differences may be material, and (ii) any such Projections are subject to the risks detailed in the public filings of the Trust, and the Company can give no assurance that the expectations can be obtained).

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(b)As of the Closing Date, the information included in each Beneficial Ownership Certification, if applicable, is true and correct in all respects.

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5.15Compliance with Laws.Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, with respect to all such non-compliance by all such Subsidiaries would not reasonably be expected to have a Material Adverse Effect.

5.16Taxpayer Identification Number.TheCompany’strueandcorrectU.S.taxpayer identification number is set forth on Schedule 10.02.

5.17Intellectual Property; Licenses, Etc. The Company and itsSubsidiariesown, or are licensed to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, trade secrets, know-how, franchises, licenses and other intellectual property rights (collectively,“IP Rights”)thatarematerialtotheirrespectivebusinesses,exceptwherethefailure would not reasonably be expected to have a Material Adverse Effect.To the best knowledge of the Company, no product, service, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon, misappropriates or otherwise violates any rights held by any other Person, except for any infringement that individually or inthe aggregate would not reasonably be expected to result in a MaterialAdverseEffect.TothebestknowledgeoftheCompany,therehasbeennounauthorized use, access, interruption, modification, corruption or malfunction of any information technology assets or systems (or any information or transactions stored or contained therein or transmitted thereby) owned or used by the Company or any of its Subsidiaries, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

5.18REIT Status.The Trust is qualified to elect or has elected status as a real estate investment trust under Section 856 of the Code and currently is in compliance in all material respectswithallprovisionsoftheCodeapplicabletothequalificationoftheTrustasarealestate investment trust.

5.19Unencumbered Properties.Schedule 5.19 hereto contains a complete and accurate description of Unencumbered Properties designated by the Company to constitute UnencumberedPropertieshereunderasoftheClosingDateandassupplementedfromtimetotime in connection with the delivery of a Compliance Certificate pursuant to Section 6.01(c) hereof or as set forth in Section 2.18 and upon the inclusion or removal of a Property as an Unencumbered Property for purposes of the financial covenants contained in Section 7.09, including the entity that owns each Unencumbered Property.With respect to each Property identified from time to time as an Unencumbered Property, each Borrower hereby represents and warrants as follows except to the extent the failure to comply with any of the following would not have a material adverse effect on the value of the Unencumbered Property or to the extent disclosed in writing to the Lenders and approved by the Required Lenders (which approval shall not be unreasonably withheld):

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(a)No portion of any improvement on the Unencumbered Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the FloodDisasterProtectionActof1973,asamended,oranysuccessorlaw,or,iflocatedwithinany such area, the Company or the applicable Subsidiary, to the extent the same is available on commercially reasonable terms, has obtained and will maintain insurance coverage for flood and other water damage in the amount of the replacement cost of the improvements at the Unencumbered Property.

(b)To such Borrower’s knowledge, the Unencumbered Property and the present use and occupancy thereof are in material compliance with all applicable zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws.

(c)The Unencumbered Property is served by all utilities required for the current use thereof.All utility service is provided by public utilities and the Unencumbered Property has accepted or is equipped to accept such utility service.

(d)Except with respect to Assets Under Development, all public roads and streets necessaryforserviceofandaccesstotheUnencumberedPropertyforthecurrentusethereofhave beencompleted,areserviceableandall-weatherandarephysicallyandlegallyopenforusebythe public.

(e)TheUnencumberedPropertyisservedbypublicwaterandsewersystemsor,ifthe UnencumberedPropertyisnotservicedbyapublicwaterandsewersystem,suchalternatesystems areadequateandmeet,inallmaterialrespects,allrequirementsandregulationsof,andotherwise compliesinallmaterialrespectswith,allApplicableLawswithrespecttosuchalternatesystems.

(f)SuchBorrowerisnotawareofanymateriallatentorpatentstructuraldefectinthe Unencumbered Property.The Unencumbered Property is free of damage and waste that would materially and adversely affect the value of the Unencumbered Property (other than any casualty loss being handled in accordance with the Loan Documents or condemnation proceedings being handled in accordance with Loan Documents) and is in adequate repair for its intended use.The UnencumberedPropertyisfreefrommaterialdamagecausedbyfireorothercasualty(otherthan anycasualtylossbeinghandledinaccordancewiththeLoanDocuments).Thereisnopendingor, to the actual knowledge of any Borrower, threatened condemnation proceedings affecting the Unencumbered Property, or any material part thereof, in each case that would materially detract from the value of such Unencumbered Property, impair the use or operation thereof, or interfere with the ordinary conduct of business of any Loan Party.

(g)To such Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Property are in a condition and repair adequate for its intended use and, to such Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems.

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(h)All improvements on the Unencumbered Property lie within the boundaries and building restrictions of the legal description of record of the Unencumbered Property other than encroachmentsthatdonotmateriallyadverselyaffecttheuseoroccupancyoftheUnencumbered Property,nosuchimprovementsencroachuponeasementsbenefitingtheUnencumberedProperty other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property and no improvements on adjoining properties encroach upon the Unencumbered Property or easements benefiting the Unencumbered Property other than encroachmentsthatdonotmateriallyadverselyaffecttheuseoroccupancyoftheUnencumbered Property.AllaccessroutesthatmateriallybenefittheUnencumberedPropertyareavailabletothe Company or the applicable Subsidiary of the Company, constitute permanent easements that benefit all or part of the Unencumbered Property or are public property, and the Unencumbered Property, by virtue of such easements or otherwise, is contiguous to a physically open, dedicated all weather public street, and has any necessary permits for ingress and egress.

(i)There are no material delinquent taxes, ground rents, water charges, sewer rents, assessments,insurancepremiums,leaseholdpayments,orotheroutstandingchargesaffectingthe Unencumbered Property except to the extent such items are being contested in good faith and as to which adequate reserves have been provided.

(j)Each Unencumbered Property satisfies each of the requirements set forth in the definition of “Unencumbered Property”.

A breach of any of the representations and warranties contained in this Section 5.19 with respect toaPropertyshalldisqualifysuchPropertyfrombeinganUnencumberedPropertyforsolongas suchbreachcontinues(unlessotherwiseapprovedbytheRequiredLenders)butshallnotconstitute a Default (unless the elimination of such Property as an Unencumbered Property results in a Default under one of the other provisions of this Agreement).

5.20OFAC.Neither the Company, nor any of its Subsidiaries, nor, to the knowledge of the Company and its Subsidiaries, any director, officer, employee, agent, affiliate or representativethereof,isanindividualorentitythatis,oris10% or moreownedorcontrolledby, one or more individualsor entities that are(i) currently the subject or target of any Sanctions,(ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets or any similar list enforced by any other relevant sanctions authority or(iii)located,organizedorresidentinaDesignatedJurisdiction.Therepresentationssetforthinthis Section 5.20 do not apply to any shareholders of a public reporting company.Neither the making of the Loansany Credit Extensionsnor the use of the proceeds thereof will violate the PATRIOT Act,theTradingwiththeEnemyAct,asamended,oranyoftheforeignassetscontrol regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto.The Company and its Subsidiaries are in compliance in all material respects with the PATRIOT Act.The Company and its Subsidiaries have conducted their businessesarein compliance in all material respects with all applicable Sanctions and have instituted and maintainedmaintainpolicies and procedures designed to promote and achieve compliance with such Sanctions.

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5.21Anti-Corruption.The Company and its Subsidiaries have conducted theirbusinessesarein compliance in all material respectswith the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation inotherjurisdictionsandhaveinstitutedandmaintainedmaintainpoliciesandproceduresdesigned to promote and achieve compliance with such laws.

5.22Solvency.TheCompanyisSolvent,andtheCompany,eachotherLoanParty,and the other members of the Consolidated Group, on a consolidated basis, are Solvent.

5.23 Affected Financial Institutions.No Loan Party is an Affected Financial Institution.

5.24 Covered Entities.NoLoan PartyisaCovered Entity.

5.25 Representations as to Foreign Obligors.

(a)Each Foreign Obligor is subject to civil and commercial Laws with respect to its obligationsunderthisAgreementandtheotherLoanDocumentstowhichitisaparty(collectively as to such Foreign Obligor, the “Applicable Foreign Obligor Documents”), and the execution, deliveryandperformancebysuchForeignObligoroftheApplicableForeignObligorDocuments constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Obligor nor any of its property has any immunity from jurisdiction of any court or from anylegalprocess(whetherthrough service ornotice,attachment priorto judgment, attachmentinaidofexecution,executionorotherwise)underthelawsofthejurisdictioninwhich such Foreign Obligor is organized and existing in respect of its obligations under the Applicable Foreign Obligor Documents.

(b)The Applicable Foreign Obligor Documents are in proper legal form under the Laws of the jurisdiction in which each Foreign Obligor is organized and existing for the enforcement thereof against such Foreign Obligor under the Laws of such jurisdiction, and to ensurethelegality,validity,enforceability,priorityoradmissibilityinevidenceoftheApplicable Foreign Obligor Documents.It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents that the Applicable Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Obligor is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required tobemadeuntiltheApplicableForeignObligorDocumentoranyotherdocumentissoughttobe enforced and (ii) any charge or tax as has been timely paid.

(c)There is no tax, levy, impost, duty, fee, assessment or other governmental charge, oranydeductionorwithholding,imposedbyanyGovernmentalAuthorityinorofthejurisdiction in which any Foreign Obligor is organized and existing either (i) on or by virtue of the execution

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or delivery of the Applicable Foreign Obligor Documents or (ii) on any payment to be made by such Foreign Obligor pursuanttothe ApplicableForeign ObligorDocuments, exceptas has been disclosed to the Administrative Agent.

(d)The execution, delivery and performance of the Applicable Foreign Obligor Documents executed by such Foreign Obligor are, under applicable foreign exchange control regulationsofthejurisdictioninwhichsuchForeignObligorisorganizedandexisting,notsubject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (ii) shall be made or obtained as soon as is reasonably practicable).

ARTICLE 2.  ARTICLE VI. AFFIRMATIVE COVENANTS

SolongasanyLendershallhaveanyCommitmenthereunder,anyLoanorotherObligation (other than unasserted contingent indemnification obligations) hereunder shall remain unpaid or unsatisfied,oranyLetterofCreditshallremainoutstanding,theCompanyshall,andshall(except in the case of the covenants set forth in Sections 6.01, and6.02, and 6.03) cause each Subsidiary and the Trust to:

6.01Financial Statements and Other Information.TheCompanywillfurnishFurnishto the Administrative Agent and each Lender:

(a)assoonasavailable,butinanyeventnotlaterthan120daysafterthecloseofeach fiscal year, for the Consolidated Group, audited financial statements, including a consolidated balance sheet as at the end of such year and the related consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, without a “going concern” or like qualification or exception, or qualificationarising outof thescopeof theaudit,prepared byKPMG LLC or otherindependent certified public accountants of nationally recognized standing;

(b)as soon as available, but in any event not later than 60 days after the close of each of the first three fiscal quarters and not later than 90 days after the close of the last fiscal quarter of any fiscal year, for the Consolidated Group, an unaudited internally prepared consolidated balance sheet as of the close of each such period and the related unaudited internally prepared consolidated statements of income and retained earnings and of cash flows of the Consolidated Group for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous year, all certified by the Company’s chief financial officer or chief accounting officer;

(c)concurrentlywithanydeliveryoffinancialstatementsunderclause (a)or(b)above, a Compliance Certificate (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying thedetails thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating whether the Company is incompliancewithSections 7.02and7.09,includinganupdateofSchedule 5.19listingallofthe

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UnencumberedPropertiesasofsuchdate,and(iii)statingwhetheranymaterialchangeinGAAP or in the application thereof has occurred since the date of the Audited Financial Statements referred to in Section 5.05 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d)concurrently with the quarterly financial statements required under clause (b) above,ascheduleoftheUnencumberedPropertiescomprisingtheTotalUnencumberedProperty Pool Value, summarizing total revenues, expenses, and Unencumbered Property NOI.

(e)promptlyfollowinganyrequestthereafter,copiesofallperiodicandregularreports, registrationstatements(withoutexhibitsunlessexpresslyrequestedbyAdministrativeAgent)and prospectuses and all amendments thereto filed by the Trust, the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by the Trust to its shareholders generally, as the case may be;

(f)within 3060days after the close of each fiscal year, annual projections (cash flow and operating income) for the Company in a form and content reasonably acceptable to Administrative Agent;

(g)promptly following any reasonable request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation; and

(h)promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Trust, the Company or any Subsidiary, or compliance with the terms of this Agreement, pursuant to a reasonable and customary request from the Administrative Agent or any Lender.

TheCompanymay,initssolediscretion,satisfyitsobligationsunderSections 6.01(a) and

(b) by filing with the SEC Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q andsuchotherreportsonotherformsasmaybeappropriateatsuchtimesandinaccordancewith the SEC’s rules and the instructions accompanying such forms.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.01(e) (totheextentanysuchdocumentsareincludedinmaterialsotherwisefiledwiththeSEC)maybe deliveredelectronicallyandifsodelivered,shallbedeemedtohavebeendeliveredonthedate(i) onwhichtheCompanypostssuchdocuments,orprovidesalinktheretoontheCompany’swebsite on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents arepostedontheCompany’sbehalfonanInternetorintranetwebsite,ifany,towhicheachLender andtheAdministrativeAgenthaveaccess(whetheracommercial,third-partywebsiteorwhether

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sponsoredbytheAdministrativeAgent);provided that:(i)theCompanyshalldeliverpapercopies ofsuchdocumentstotheAdministrativeAgentoranyLenderuponitsrequesttotheCompanyto deliver such paper copies until a written request to cease delivering paper copies is given by the AdministrativeAgentorsuchLenderand(ii)theCompanyshallnotifytheAdministrativeAgent andeachLender(byfacsimileorelectronicmail)ofthepostingofanysuchdocumentsandprovide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

6.02 Notices.PromptlynotifytheAdministrativeAgentandeachLender:

(a) ofthe occurrenceof any Default;

(b)of any matter that has resulted in a Material Adverse Effect, including any of the followingthathasresultedinaMaterialAdverseEffect:(i)breachornon-performanceof,orany default under, a Contractual Obligation of the Company or any Subsidiary; (ii) any action, suit, dispute, litigation, investigation, proceeding or suspension involving the Company or any SubsidiaryandanyGovernmentalAuthority(including,withoutlimitationpursuanttoanti-money launderingLaws);or(iii)thecommencementof,oranymaterialdevelopmentin,anylitigationor proceeding affecting the Company or any Subsidiary, including pursuant to any applicable Environmental Laws;

(c)oftheoccurrenceofanyERISAEventthatwouldreasonablybeexpectedtoresult in a Material Adverse Effect;

(d)ofanymaterialchangeinaccountingpoliciesorfinancialreportingpracticesbythe Company or any Subsidiary, including any determination by the Company referred to in Section 2.10(b); and

(e)ofanyannouncementbyMoody’s,S&PorFitchInc.ofanychangeinanyexisting debt rating of the Company or the Trust.

EachnoticepursuanttothisSection 6.02(otherthanSection 6.02(e))shallbeaccompanied by a statement of a Responsible Officer of the Company setting forth details of the occurrence referredtothereinandstatingwhatactiontheCompanyhastakenandproposestotakewithrespect thereto.Each notice pursuant to Section 6.02(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.03Payment of Taxes.Pay and discharge as the same shall become due and payable

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alltaxliabilities,assessmentsandgovernmentalchargesorleviesuponitoritspropertiesorassets, unless (a) the same are being contested in good faith by appropriate proceedings diligently conductedandadequatereservesinaccordancewithGAAParebeingmaintainedbytheCompany or such Subsidiary or (b) the failure to do so would not have a Material Adverse Effect.

6.04Preservation of Existence, Etc. (a)Preserve,renewandmaintaininfullforceand effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03; (b) take all reasonable action to maintain all rights,privileges,permits,licensesandfranchisesnecessaryordesirableinthenormalconductof its business, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which would reasonably be expected to have a Material Adverse Effect.

6.05Maintenance of Properties.Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; provided that this Section 6.05 shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.06Maintenance of Insurance.Maintain with insurance companies not Affiliates of the Company that the Company reasonably believes to be financially sound and reputable, insurance with respect to its properties and business against loss or damage of the kinds customarilyinsuredagainstbyPersonsengagedinthesameorsimilarbusiness,ofsuchtypesand in such amounts as are customarily carried under similar circumstances by such other Persons.

6.07Compliance with Laws.Complyinallmaterialrespectswiththerequirementsof allLawsandallorders,writs,injunctionsanddecreesapplicabletoitortoitsbusinessorproperty, exceptinsuchinstancesinwhich(a)suchrequirementofLawororder,writ,injunctionordecree isbeingcontestedingoodfaithbyappropriateproceedingsdiligentlyconducted;or(b)thefailure to comply therewith would not reasonably be expected to have a Material Adverse Effect.

6.08Books and Records.Maintainproperbooksofrecordandaccount,inwhichfull, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Trust, the Company or such Subsidiary, as the case may be.

6.09Inspection Rights.Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate,financialandoperatingrecords,andmakecopiesthereoforabstractstherefrom,andto discuss its affairs, finances and accounts with its directors, officers, and independent public

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accountants (provided the Company is given the opportunity to be present for such discussions), all at such reasonable times during normal business hours and as often as may be reasonably desired,uponreasonableadvancenoticetotheCompany;provided, however,thatunlessanEvent of Default exists the Company shall not be required to pay for such inspection.

6.10Use of Proceeds and Letters of Credit.TheLettersofCreditandUsetheproceeds of the Loans will be usedCredit Extensionsonly for general business purposes of the Company (including, but not limited to debt refinancing, property acquisitions, new construction, renovations, capital expenditures, expansions, tenant improvement, leasing commissions, refinancing of existing lines, financing acquisition of Investments permitted under Section 7.02, dividends, redemptions and closing costs and equity investments primarily associated with commercial real estate property acquisitions or refinancings) not in contravention of any Law orof any Loan Document.No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation by any Person of any of the Regulations of the FRB, including Regulations T, U and X.

6.11REIT Status.The Trustwill atall times complywith allapplicable provisions of the Code necessary to allow the Trust to qualify for status as a real estate investment trust.

6.12Subsidiary Guarantees.The Company shall cause each of its Subsidiaries that ownsaPropertythatisincludedasanUnencumberedPropertyandsodesignatedbytheCompany forpurposesofdeterminingtheCompany’scompliancewiththefinancialcovenantscontainedin thisAgreementontheClosingDate,ifsuchSubsidiaryisaDomesticSubsidiaryoftheCompany (and if such Subsidiary is not a Domestic Subsidiary of the Company, shall cause the most immediate parent(s) of such Subsidiary that are Domestic Subsidiaries of the Company (if any) (each parent an “Intermediate Subsidiary Owner Guarantor”)), to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above.For any Property added to the pool of Unencumbered Properties after the date hereof (unless owned by a LoanPartyoranExchangeFeeTitleholder),theCompanyshallcausetheSubsidiaryowningsuch UnencumberedProperty,ifitisaDomesticSubsidiaryoftheCompany(andifsuchSubsidiaryis not a Domestic Subsidiary of the Company, shall cause the Intermediate Subsidiary Owner Guarantor(s) of such Subsidiary (if any)), to execute and deliver to the Administrative Agent, on or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Company’s compliance with the financial covenants contained in this Agreement, a joinder to the Subsidiary Guaranty, together with supporting organizational and authority documentsandopinionssimilartothoseprovidedwithrespecttotheCompanyandtheinitial SubsidiaryGuarantorsunderSection 4.01.IftheCompanydesignatesaPropertythatisownedby anExchangeFeeTitleholdertobeincludedasanUnencumberedProperty,thentheSubsidiaryof the Company that is master leasing such Property shall execute a joinder to the Subsidiary Guaranty and shall be a Subsidiary Guarantor during the period of time that the exchange is pending.IftheCompanydesignatesaPropertythatisownedbyanExchangePropertyOwnerto beincludedasanUnencumberedPropertyduringtheperiodoftimethattheExchangeBeneficial Interests or tenant in common interests are being marketed, then the Exchange Depositor or the Subsidiary owning tenant in common interests that have not been sold, as the case may be, shall executeajoindertotheSubsidiaryGuarantyandshallbeaSubsidiaryGuarantorduringtheperiod

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oftime(nottoexceed24months)duringwhichthesaleofExchangeBeneficialInterestsortenant in common interests is pending, but only for so long as such Property remains an Unencumbered Property.ForUnencumberedPropertiesownedbyanExchangeFeeTitleholder,uponcompletion or termination of the reverse exchange, if the Company desires the applicable Property to remain anUnencumberedProperty,theCompany,oraSubsidiaryoftheCompanyshallacquireallofthe ownership interests of the Exchange Fee Titleholder or title to such Unencumbered Property and at such time the entity that was previously the Exchange Fee Titleholder, but has become a SubsidiaryoftheCompany,oriffeetitleisacquired,theSubsidiaryacquiringfeetitlewillexecute a joinder to the Subsidiary Guaranty and become a Subsidiary Guarantor, and the entity that had previouslybeenmasterleasingsuchPropertyshallbeautomaticallyreleasedfromtheSubsidiary Guaranty.

6.13Release of Guarantors.TheSubsidiaryGuarantorsmaybereleasedattherequest of the Company once the Company or the Trust receives Investment Grade Ratings from two of S&P,Moody’sorFitch,provided thatsuchSubsidiaryGuarantorsarealsoreleasedfromanyother unsecureddebtorguarantiesofIndebtedness.Followingsuchrelease,anySubsidiarythat(x)owns anypropertythatisanUnencumberedPropertyand(y)hasanyoutstandingrecourseIndebtedness shall be required to be a Subsidiary Guarantor in order for such property to be treated as an Unencumbered Property.In addition, once the Company or the Trust receives Investment Grade Ratings from two of S & P, Moody’s or Fitch, the Subsidiary or master lessee if such property is owned by an Exchange Fee Titleholder owning any Unencumbered Property shall no longer be required to be a Subsidiary Guarantor unless such entity has outstanding recourse indebtedness.

A Subsidiary Guarantor shall be automatically released from its obligations under the Subsidiary Guaranty if (i) there is no Event of Default (or event which, upon expiration of an applicablecureperiod,willbecomeanEventofDefault),and(ii)theCompanydeliversanupdated Compliance Certificate to Administrative Agent demonstrating compliance with all financial covenantscontainedinSection 7.09(f),(g) and(h)ofthisAgreementwithouttheinclusionofthe UnencumberedPropertyownedbysuchSubsidiary(orExchangeFeeTitleholderiftheSubsidiary Guarantor is the master lessee) in the calculation of the Company’s compliance with any of the foregoingcovenantspertainingtoUnencumberedProperties,andrepresentingandwarrantingthat basedontheinformationasoftheendorthepriorquarter,butwithoutcountingtheUnencumbered Property owned by the Subsidiary Guarantor being released (or owned by the Exchange Fee Titleholder if the Subsidiary Guarantor being released is the master lessee) as an Unencumbered Property, the Company will continue to comply with all of the financial covenants in this Agreement upon release of such Unencumbered Property and such Subsidiary Guarantor.A SubsidiarythatbecameapartytotheSubsidiaryGuarantybecauseitwasmasterleasingaProperty owned by an Exchange Fee Titleholder shall be released in accordance with Section 6.12 upon deliveryofajoindertotheSubsidiaryGuarantybytheExchangeFeeTitleholderonceit becomes aSubsidiaryoftheCompany,oranelectionbytheCompanytocausesuchPropertytoceasetobe an Unencumbered Property in accordance with the terms of this Agreement.A Subsidiary that becameapartytotheSubsidiaryGuarantybecauseitwasanExchangeDepositororaSubsidiary owning tenant in common interests that have not been sold with respect to an Exchange Property shall be released in accordance with Section 6.12 upon the earlier of the end of the marketing period described therein or 24 months, at which point such Property shall cease to be an Unencumbered Property or an election by the Company to cause such Property to cease to be an UnencumberedPropertyinaccordancewiththetermsofthisAgreement.Subjecttotheforegoing, the Administrative Agent shall, from time to time, upon request from the Company, execute and

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delivertotheCompanyawrittenacknowledgementthataSubsidiaryGuarantorhasbeenreleased from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize the Administrative Agent to deliver such acknowledgement.

6.14Investor Guaranties.The Administrative Agent and the Lenders have agreed to acceptfromtimetotime,upontherequestoftheCompany,oneormoreInvestorGuaranties.No InvestorGuarantorshallbeapersonwithwhomAdministrativeAgentoranyLenderisprohibited by applicable law from doing business, and the Company shall deliver such information as Administrative Agent may reasonably request to verify the foregoing.

6.15Anti-Corruption Laws; Sanctions. Conduct its businesses in compliance in allmaterial respectswith the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions and with all applicable Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions.

6.16Approvals and Authorizations. Maintain all authorizations, consents,approvals andlicensesfrom,exemptionsof,andfilingsandregistrationswith,eachGovernmentalAuthority ofthejurisdictioninwhicheachForeignObligorisorganizedandexisting,andallapprovalsand consentsofeachotherPersoninsuchjurisdiction,ineachcasethatarerequiredinconnectionwith the Loan Documents.

ARTICLE 3.  ARTICLE VII. NEGATIVE COVENANTS

SolongasanyLendershallhaveanyCommitmenthereunder,anyLoanorotherObligation (other than unasserted contingent indemnification obligations) hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Company shall not, nor shall it permit the Trust or any Subsidiary to, directly or indirectly:

7.01Liens.Create, incur, assume or suffer to exist any Lien upon any Unencumbered Property, whether now owned or hereafter acquired, other than Permitted Encumbrances.

7.02Investments.Make any Investments other than commercial Properties, Cash Equivalents, deposit accounts and securities accounts (and investments in Subsidiaries that own suchInvestments)maintainedintheordinarycourseofbusiness,exceptthatanaggregate35%of Total Asset Value, subject to individual limits set forth below, may be invested in the following categories of assets (and investments in Persons that own such assets):

(a)Ownership of unimproved land on which no material improvements have been commenced up to 5% of Total Asset Value;

(b)OwnershipofAssetsUnderDevelopment(whichforthispurposeshallbethebook value plus the budgeted cost to complete) up to 10% of Total Asset Value;

(c)OwnershipofFirstMortgageInvestmentsandOtherDebtInvestmentsupto17.5%

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of Total Asset Value;

(d) ExchangeDebtInvestmentsupto12.5%ofTotalAssetValue;

(e) InvestmentsinUnconsolidatedAffiliates(includingrealestatefundsorprivately

heldcompanies)upto15%ofTotalAssetValue;and

(f) InvestmentsinPublicREITSecuritiesupto10%ofTotalAssetValue.

In the event that any Investments exceed the maximum amounts set forth above, such excess InvestmentsshallnotconstituteaDefaultbutshallbeexcludedfromthecalculationofthefinancial covenants in Section 7.09.

7.03Fundamental Changes.Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantiallyallofitsassets(whethernowownedorhereafteracquired)toorinfavorofanyPerson (including,ineachcase,pursuanttoaDivision),exceptthat,solongasnoDefaultexistsorwould result therefrom:

(a)any Person may merge or consolidate with or into (i) the Company or the Trust, provided thattheCompanyortheTrust,asapplicable,shallbethecontinuingorsurvivingPerson and there is no Change of Control, or (ii) any one or more other Subsidiaries, including newly formed Subsidiaries, provided that (x) when any Subsidiary that is a Borrower is merging or consolidating with or into another Subsidiary that is not a Borrower, the Borrower shall be the continuingorsurvivingPersonand(y)whenanySubsidiaryGuarantorismergingorconsolidating with or into another Subsidiary that is not a Borrower or a Subsidiary Guarantor, the Subsidiary Guarantor shall be the continuing or surviving Person;

(b)anySubsidiarymaydissolveorliquidate,orDisposeofany,allorsubstantiallyall of its assets (upon voluntary liquidation or otherwise), and the Company may Dispose of any or allofitsdirectorindirectEquityInterestsinanySubsidiary,provided thatifsuchSubsidiaryowns a Property that had been included as an Unencumbered Property the Company must be in compliance with all of its covenants hereunder without including such Property as an Unencumbered Property after giving effect to such disposition and taking into account any consideration received and/or Indebtedness repaid in connection therewith; and

(c) theCompanyorTrustmayenterintoamergerinwhichsuchentityisthesurvivor.

7.04Restricted Payments.Make any Restricted Payments without the consent of the Required Lenders at any time during which an Event of Default (other than an Event of Default under clause (c) of Section 8.01) is continuing, except to the extent necessary for the Trust to maintain its status as a real estate investment trust.

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7.05Change in Nature of Business.Engage to any material extent in any business if, asaresult,thegeneralnatureofthebusinessinwhichtheCompanyanditsSubsidiaries,takenas a whole, would then be engaged would be substantially changed from the general nature of the businessinwhichtheCompanyanditsSubsidiaries,takenasawhole,areengagedonthedateof this Agreement.

7.06Transactions with Affiliates.Sell, lease or otherwise transfer any property or assetsto,orpurchase,leaseorotherwiseacquireanypropertyorassetsfrom,orotherwiseengage inanyothertransactionswith,anyofitsAffiliates,except(a)atpricesandontermsandconditions not less favorable to the Company or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Company and its Subsidiaries not involving any other Affiliate, (c) Restricted Payments permitted by Section 7.04 and (d) pursuant to each of the agreements listed on Schedule 7.06 attached hereto together with any amendment, modification, renewal, replacement or similar agreement entered into on terms which are not materially less favorable (taken as a whole) to the Company or the Trust than the agreements set forth on Schedule 7.06.

7.07Sanctions[Reserved].Permit any Loan or the proceeds of any Loan, directly orindirectly, (a) to be lent, contributed or otherwise made available to fund any activity or businessin any Designated Jurisdiction, (b) to knowingly fund any activity or business of any Personlocated, organized or residing in any Designated Jurisdiction or who is the subject of anySanctions, or (c) in any other manner that will knowingly result in any violation by any Person(includinganyLender,anyArranger,theAdministrativeAgentortheL/CIssuer)ofanySanctions.

7.08Use of Proceeds.Use the proceeds of any Credit Extension, whether directly or indirectly,andwhetherimmediately,incidentallyorultimately,topurchaseorcarrymarginstock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasingorcarryingmarginstockortorefundindebtednessoriginallyincurredforsuchpurpose.

7.09 Financial Covenants.

(a)Consolidated Tangible Net Worth. Permit Consolidated Tangible Net Worth as of the last day of any fiscal quarter to be less than $824,392,000 plus seventy percent (70%) of the aggregate net proceeds received by the Company or the Trust (net of reasonable related fees and expenses and net of any redemption of shares, units or other ownership interests in the Company or the Trust during such period) in connection with any offering of stock or other equity after September 30, 2021.

(b)Consolidated Fixed Charge Coverage Ratio.PermittheConsolidatedFixedCharge CoverageRatiotobelessthan1.5to1.0asofthelastdayofanyfiscalquarter,determinedbased on information for the most recent quarter annualized.

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(c)Consolidated Leverage Ratio.PermitConsolidatedLeverageRatiotobemorethan sixtypercent(60%)asofthelastdayofanyfiscalquarter,provided thattheConsolidatedLeverage Ratio may increase to up to sixty five percent (65%) for upto four (4) consecutive fiscal quarters commencingwiththefiscalquarterduringwhichaMaterialAcquisitionoccurs;provided further thatinnoeventshalltheConsolidatedLeverageRatioexceedsixtyfivepercent(65%)atanytime or exceed sixty percent (60%) for more than four consecutive fiscal quarters in any consecutive five fiscal quarter period.

(d)Secured Indebtedness.Permit Total Secured Indebtedness to exceed fifty percent (50%) of Total Asset Value as of the last day of any fiscal quarter.

(e)Unsecured Interest Coverage Ratio.PermittheUnsecuredInterestCoverageRatio to be less than 2.01.75to 1.01.00at any date of determination.

(f)Maximum Unencumbered Asset Pool Leverage Ratio.Permit the Unencumbered AssetPoolLeverageRatioonthedateofdeterminationtobemorethansixty-fivepercent(65%).

(g)Unencumbered Property Pool Criteria.The Company shall comply with the following requirements regarding Unencumbered Properties:

(i)NosingleUnencumberedPropertyshallaccountformorethantwentyfive percent(25%)ofTotalUnencumberedPropertyPoolValueexceptthatwithrespecttoany Property leased to tenant(s) with an Investment Grade Rating, any such Property may account for up to thirty percent (30%) of Total Unencumbered Property Pool Value;

(ii)ThepercentageofTotalUnencumberedPropertyPoolValueattributableto UnencumberedPropertyNOIfromasingletenantshallnotexceedthirtypercent(30%)if the tenant has an Investment Grade Rating (or another comparable tenant reasonably approved by the Required Lenders for treatment as an investment grade tenant for the purpose of this provision) and twenty percent (20%) for all other tenants;

(iii) Nosinglemetropolitanstatisticalareashallcomprisemorethanthirty-five

percent(35%)oftheTotalUnencumberedPropertyPoolValue;

(iv)The percentage of the Total Unencumbered Property Pool Value attributabletoOtherDebtInvestmentsshallnotexceedsevenandonehalfpercent(7.5%) or to First Mortgage Investments and Other Debt Investments in the aggregate shall not exceed seventeen and one half percent (17.5%);

(v) TheTotalUnencumberedPropertyPoolValueattributabletoExchange

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DebtInvestmentsshallnotexceedtwelveandonehalfpercent(12.5%);

(vi)The Total Unencumbered Property Pool Value attributable to Exchange Properties that are not 100% owned by the Exchange Depositorshall not exceed fifteenpercent (15%)$600,000,000; and

(vii)The Total Unencumbered Property Pool Value attributable to UnencumberedPropertieslocatedinNon-USJurisdictionsshallnotexceedtwentypercent (20%).

Any amounts in excess of the limitations above shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder.

7.10Exchange Property; Exchange Fee Titleholders. For purposes of calculation of theapplicablefinancialcovenantssetforthinSection 7.09,theCompanyanditsSubsidiariesshall begivencreditforExchangePropertiesandpropertiesheldbyanExchangeFeeTitleholder pursuant to an exchange that qualifies, qualified or is intended to qualify as a reverse exchange underSection1031oftheCode(includingintheeventanysuchpropertyissubjecttoamortgage in favor of, or for the benefit of, the Company or any of its Subsidiaries) as described herein.

7.11Changes to Advisory Agreement.Except to the extent otherwise permitted pursuanttoSection 7.06(a)above,amend,supplementorotherwisemodifyinanymaterialrespect the Advisory Agreement on terms which are materially less favorable to the Trust than the terms priortosuchamendmentorsupplement(consideringallsuchamendmentsandsupplementstaken asawhole)withoutthepriorwrittenconsentoftheRequiredLenders(whichconsentshallnotbe unreasonablywithheld).SolelyforpurposesofSection 7.06(a)-(d),theAdvisoryAgreementshall be considered an agreement with an Affiliate.

7.12Sanctions.Directlyorindirectly,usetheproceedsofanyCreditExtension,orlend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or otherPerson, (a)tofundanyactivitiesor business in any Designated Jurisdiction, (b) to fund anyactivities of or business with any Person, that is located, organized or residing in any DesignatedJurisdiction or,atthetimeofsuchfunding,isthesubjectofSanctions,or(c) inanyothermanner thatwillresultinaviolationbyanyPerson(includinganyPerson,participatinginthetransaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, or otherwise) of Sanctions or ofthe United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and othersimilar anti-corruption legislation in other jurisdictions.

7.13Anti-Corruption Laws.Directlyor,toitsknowledge,indirectlyusetheproceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other anti-corruption legislation in other jurisdictions.

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ARTICLE 4.  ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES

8.01Events of Default.Anyofthefollowingshallconstituteaneventofdefault(each an “Event of Default”):

(a)Non-Payment.The Company or any other Loan Party failsto pay (i) when and as required to be paid herein and in the currency required hereunder (taking into account Section 2.12(a)), any amount of principal of any Loan or any L/C Obligation, or (ii) within five (5) BusinessDaysafterthesamebecomesdue,anyinterestonanyLoanoronanyL/CObligation,or anyfeeduehereunder,or(iii)withinfivedaysafterwrittennoticeofsuchfailure,anyotheramount payable hereunder or under any other Loan Document; or

(b)Specific Covenants.(i) The Company or any other Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.04 (with respect to the Company’sexistence),6.10,7.02,7.03,7.04,7.05,7.06,7.07, or7.09or 7.12or(ii)anyGuarantor failstoperformorobserveanyterm,covenantoragreementcontainedintheapplicableGuaranty or the Company fails to perform or observe any term, covenant or agreement contained in any of Section 7.01 or 7.08 and, in each case, such failure continues for 15 days after the Company’s knowledge of such failure; or

(c)Other Defaults.AnyLoanPartyfailstoperformorobserveanyothercovenantor agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after written notice from the Administrative Agent provided that such period shall be extended for up to an additional 30 dayssolongassuchbreachisreasonablysusceptibleofcurewithinsuchadditionalperiodandthe Company diligently and in good faith continues to attempt to cure such breach; or

(d)Representations and Warranties.Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Company or any other Loan Party herein,inanyotherLoanDocument,orinanydocumentdeliveredbyoronbehalfoftheCompany oranyotherLoanPartypursuanttotherequirementscontainedherein,shallbemateriallyincorrect or materially misleading when made or deemed made; or

(e)Cross-Default.Any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or an event or condition has occurred at the time of the determination of default under this clause (e) that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due,or to require the prepayment, repurchase, redemption or defeasance thereof, priorto its scheduled maturity; provided, that this clause (e) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or

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(f)Insolvency Proceedings, Etc.Any Loan Party institutes or consents to the institutionofanyproceedingunderanyDebtorReliefLaw,ormakesanassignmentforthebenefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property;oranyreceiver,trustee,custodian,conservator,liquidator,rehabilitatororsimilarofficer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 90 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 90 calendar days, or an order for relief is entered in any such proceeding; or

(g)Inability to Pay Debts; Attachment.(i) The Company or any Loan Party becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or

(ii)anywritorwarrantofattachmentorexecutionorsimilarprocessisissuedorleviedagainstall oranymaterialpartofthepropertyofanysuchPersonandisnotreleased,vacatedorfullybonded within 30 days after its issue or levy; or

(h)Judgments.There is entered against the Company or any Loan Party (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgmentsororders)exceeding$25,000,000(totheextentnotcoveredbyindependentthird-party insuranceastowhichtheinsurerdoesnotdisputecoverage),or(ii)anyoneormorenon-monetary final judgments that have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commencedbyanycreditoruponsuchjudgmentororder,or(B)thereisaperiodof60consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwiseisnotineffect,butonlyiftheCompanyortheapplicablepartyhasnotpaidsuch judgment or otherwise set aside such judgment within 30 days after the commencement of enforcement proceedings; or

(i)ERISA.(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which when taken together with all other ERISA Events that have occurred has resulted or would reasonably be expected to result in a Material Adverse Effect, or (ii) the Company or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $25,000,000; or

(j)Invalidity of Loan Documents.AnyLoanDocument,atanytimeafteritsexecution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfactioninfullofalltheObligations,ceasestobeinfullforceandeffect;oranyLoanPartyor any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

(k) Change of Control.ThereoccursanyChangeof Control.

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

(a)declarethecommitmentofeachLendertomakeLoansandanyobligationofeach L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

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

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

(d)exerciseonbehalfofitself,theLendersandtheL/CIssuersallrightsandremedies available to it, the Lenders and the L/C Issuers under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the obligation of eachLendertomakeLoansandanyobligationofeachL/CIssuertomakeL/CCreditExtensions shallautomaticallyterminate,theunpaidprincipalamountofalloutstandingLoansandallinterest andotheramountsasaforesaidshallautomaticallybecomedueandpayable,andtheobligationof the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

8.03Application of Funds.AftertheexerciseofremediesprovidedforinSection 8.02 (or after the Loans have automatically become immediately due and payable and the L/C ObligationshaveautomaticallybeenrequiredtobeCashCollateralizedassetforthintheproviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order:

First,topaymentofthatportionoftheObligationsconstitutingfees,indemnities,expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) then due and payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and otheramounts(otherthanprincipal,interestandLetterofCreditFees)thendueandpayabletothe LendersandtheL/CIssuers(includingfees,chargesanddisbursementsofcounseltotherespective LendersandtheL/CIssuers(includingfeesandtimechargesforattorneyswhomaybeemployees of any Lender or any L/C Issuer) and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them

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Third,topaymentofthatportionoftheObligationsconstitutingaccruedandunpaidLetter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations then due and payable, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

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

Fifth, to the Administrative Agent for the account of the applicable L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.03 and 2.16; and

Last, the balance, if any, after all of the Obligations then due and payable have been paid in full, to the Company or as otherwise required by Law.

Subject to Sections 2.03(c) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur.If any amount remains on deposit as Cash Collateral afterallLettersofCredithaveeitherbeenfullydrawnorexpired,suchremainingamountshallbe applied to the other Obligations, if any, in the order set forth above.

ARTICLE 5.  ARTICLE IX. ADMINISTRATIVE AGENT

9.01Appointment and Authority.Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder andundertheotherLoanDocumentsandauthorizestheAdministrativeAgenttotakesuchactions onitsbehalfandtoexercisesuchpowersasaredelegatedtotheAdministrativeAgentbytheterms hereoforthereof,togetherwithsuchactionsandpowersasarereasonablyincidentalthereto.The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither the Company nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law.Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

9.02Rights as a Lender.The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, includethePersonservingastheAdministrativeAgenthereunderinitsindividualcapacity.Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financialadvisororinanyotheradvisorycapacityforandgenerallyengageinanykindofbanking, trust,financial,advisory,underwritingorotherbusinesswithanyLoanPartyoranySubsidiaryor

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otherAffiliatethereofasifsuchPersonwerenottheAdministrativeAgenthereunderandwithout any duty to account therefor to the Lenders or to provide notice or consent of the Lenders with respect thereto.

9.03Exculpatory Provisions.The Administrative Agent or the Arrangers, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents and its duties hereunder shall be administrative in nature.Without limitingthegeneralityoftheforegoing,theAdministrativeAgentortheArrangers,asapplicable, and its Related Parties:

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

(b)may, but shall not have any duty to take any discretionary action or exercise any discretionarypowers,exceptdiscretionaryrightsandpowersexpresslycontemplatedherebyorby the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its reasonable opinion or the reasonable opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law;

(c)shall not, except as expressly set forth herein and in the other Loan Documents, haveanydutyorresponsibilitytodisclose,andshallnotbeliableforthefailuretodisclose,toany Lender or any L/C Issuer, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the possession of, the AdministrativeAgent,ArrangersoranyoftheirRelatedPartiesinanycapacity,exceptfornotices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein; shall not be liable for any action taken or not taken by the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.Except for knowledge of a Default under Section 8.01(a), the Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such DefaultisgiveninwritingtotheAdministrativeAgentbytheCompany,aLenderoranL/CIssuer; and

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(d)shall not be responsible for or have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into (i) any statement, warranty or representationmadeinorinconnectionwiththisAgreementoranyotherLoanDocument,(ii)the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreementsorothertermsorconditionssetforthhereinorthereinortheoccurrenceofanyDefault,

(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Documentoranyotheragreement,instrumentordocumentor(v)thesatisfactionofanycondition setforthinArticle IVorelsewhereherein,otherthantoconfirmreceiptofitemsexpresslyrequired to be delivered to the Administrative Agent;

9.04Reliance by Administrative Agent.TheAdministrativeAgentshallbeentitledto relyupon,andshallnotincuranyliabilityforrelyingupon,anynotice,request,certificate,consent, statement, instrument, document or other writing (including any electronic message, Internet or intranetwebsitepostingorotherdistribution)believedbyittobegenuineandtohavebeensigned, sent or otherwise authenticated by the proper Person.The Administrative Agent also may rely uponanystatementmadetoitorallyorbytelephoneandbelievedbyittohavebeenmadebythe proper Person, and shall not incur any liability for relying thereon.In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received notice to the contraryfromsuchLenderorsuchL/CIssuerpriortothemakingofsuchLoanortheissuanceof such Letter of Credit.The Administrative Agent may consult with legal counsel (who may be counselfortheCompany),independentaccountantsandotherexpertsselectedbyit,andshallnot be liable for any action taken or not taken by it in accordance with the written advice of any such counsel, accountants or experts.

9.05Delegation of Duties.The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent.The Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.The exculpatory provisions ofthis Article IX shall apply to any such sub agent and to the Related Parties of the Administrative Agent and anysuchsubagent,andshallapplytotheirrespectiveactivitiesinconnectionwiththesyndication ofthecreditfacilitiesprovidedforhereinaswellasactivitiesasAdministrativeAgent.The AdministrativeAgentshallnotberesponsibleforthenegligenceormisconductofanysub-agents excepttotheextentthatacourtofcompetentjurisdictiondeterminesinafinalandnon-appealable judgment that the Administrative Agent acted with bad faith, gross negligence or willful misconduct in the selection of such sub-agents.

9.06 Resignation or Removal of Administrative Agent.

(a)The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Company.Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the reasonable consent of the Company so long as no EventofDefaulthasoccurredandiscontinuing,toappointasuccessor,whichshallbeabankwith

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anofficeintheUnitedStates,oranAffiliateofanysuchbankwithanofficeintheUnitedStates. IfnosuchsuccessorshallhavebeensoappointedbytheRequiredLendersandshallhaveaccepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender.Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.If the initialAdministrativeAgentatanytimeisnolongeraLenderthentheAdministrativeAgentwill upon the request of the Company made with the consent of the Required Lenders, which the Company may make so long as no Event of Default exists and is continuing, resign as AdministrativeAgentinwhicheventanewAdministrativeAgentshallbeappointedinaccordance with the terms hereof.

(b)If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) ofthe definition thereof, or if thereis cause (whichshall be gross negligenceor willful misconduct by such Person), the Required Lenders may, to the extent permitted by Applicable Law,bynoticeinwritingtotheCompanyandsuchPerson,removesuchPersonasAdministrative Agent and, with the reasonable consent of the Company so long as no Event of Default has occurredandiscontinuing,appointasuccessor.Ifnosuchsuccessorshallhavebeensoappointed bytheRequiredLendersandshallhaveacceptedsuchappointmentwithin30days(orsuchearlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c)WitheffectfromtheResignationEffectiveDateortheRemovalEffectiveDate(as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents arising from and after such date (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring or removed AdministrativeAgentshallcontinuetoholdsuchcollateralsecurityuntilsuchtimeasasuccessor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time, if any, as the Required LendersappointasuccessorAdministrativeAgentasprovidedforabove.Upontheacceptanceof asuccessor’sappointmentasAdministrativeAgenthereunder,suchsuccessorshallsucceedtoand become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(gi) and other than any rights to indemnitypaymentsorotheramountsowedtotheretiringorremovedAdministrativeAgentasof the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removedAdministrativeAgentshallbedischargedfromallofitsdutiesandobligationshereunder orundertheotherLoanDocuments(ifnotalreadydischargedtherefromasprovidedaboveinthis Section 9.06).ThefeespayablebytheCompanytoasuccessorAdministrativeAgentshallbethe same as those payable to its predecessor unless otherwise agreed between the Company and such

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successor.AftertheretiringorremovedAdministrativeAgent’sresignationorremovalhereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continueineffectforthebenefitofsuchretiringorremovedAdministrativeAgent,itssubagents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent,and(ii)aftersuchresignationorremovalforaslongasanyofthemcontinuestoactinany capacity as Administrative Agent hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

(d)Any resignation or removal of by Bank of America as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation or removal as an L/C Issuer.If BankofAmericaresignsasanL/CIssuer,itshallretainalltherights,powers,privilegesandduties ofanL/CIssuerhereunderwithrespecttoallLettersofCreditoutstandingasoftheeffectivedate ofitsresignationasanL/CIssuerandallL/CObligationswithrespectthereto,includingtheright to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed AmountspursuanttoSection 2.03(c).UpontheappointmentbytheCompanyofasuccessorL/C Issuerhereunder(whichsuccessorshallinallcasesbeaLenderotherthanaDefaultingLender),

(a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring or removed L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and(c)thesuccessorL/CIssuershallissuelettersofcreditinsubstitutionfortheLettersofCredit, ifany,outstandingatthetimeofsuchsuccessionormakeotherarrangementssatisfactorytoBank ofAmericatoeffectivelyassumetheobligationsofBankofAmericawithrespecttosuchLetters of Credit.

9.07Non-Reliance on the Administrative Agent, the Arrangers and the Other Lenders.Each Lender and each L/C Issuer expressly acknowledges that none of the AdministrativeAgentnoranyArrangerhasmadeanyrepresentationorwarrantytoit,andthatno act by the Administrative Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any Lender or any L/C Issuer as to any matter, including whether the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession.Each Lender and each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent, any Arranger or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business,prospects, operations, property, financialand other conditionand creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enterintothisAgreementandtoextendcredittotheBorrowershereunder.EachLenderandeach L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to makeitsowncreditanalysis,appraisalsanddecisionsintakingornottakingactionunderorbased upon this Agreement, any other Loan Document or any related agreement or any document furnishedhereunderorthereunder,andtomakesuchinvestigationsasitdeemsnecessarytoinform

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itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties.Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as aLender or an L/CIssuerfor the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contraventionoftheforegoing.EachLenderandeachL/CIssuerrepresentsandwarrantsthatitis sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or holdsuchcommercialloansortoprovidesuchotherfacilities,isexperiencedinmaking,acquiring or holding such commercial loans or providing such other facilities.

9.08No Other Duties, Etc.Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers, Syndication Agents or Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the otherLoanDocuments,exceptinitscapacity,asapplicable,astheAdministrativeAgent,aLender or an L/C Issuer hereunder.

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

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due theLenders,theL/CIssuersandtheAdministrativeAgentunderSections 2.03(i)and(j),2.09and 10.04)allowedinsuchjudicialproceeding;and

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/CIssuers, to pay to the AdministrativeAgentanyamountdueforthereasonablecompensation,expenses,disbursements and advances of the Administrative Agent and its agents andcounsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

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

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anyLenderoranyL/CIssuertoauthorizetheAdministrativeAgenttovoteinrespectoftheclaim of any Lender or any L/C Issuer in any such proceeding.

9.10Lender Reply Period.All communications from the Administrative Agent to LendersrequestingLenders’determination,consentorapproval(i)shallbegivenintheformofa writtennoticetoeachLender,(ii)shallbeaccompaniedbyadescriptionofthematterastowhich such determination, consent or approval is requested, (iii) shall include a legend substantially as follows, printed in capital letters or boldface type:

“THIS COMMUNICATION REQUIRES IMMEDIATE RESPONSE.FAILURE TO RESPOND WITHIN TEN (10) BUSINESS DAYS AFTER THE DELIVERY OF THIS COMMUNICATIONSHALLCONSTITUTEADEEMEDAPPROVALBYTHEADDRESSEE OF THE MATTER DESCRIBED ABOVE.”

and (iv) shall include Administrative Agent’s recommended course of action or determination in respectthereof.EachLendershallreplypromptlytoanysuchrequest,butinanyeventwithinten

(10) Business Days after the delivery of such request by the Administrative Agent (the “Lender Reply Period”).Unless a Lender shall give written notice to the Administrative Agent that it objectstotherecommendationordeterminationofAdministrativeAgent(togetherwithawritten explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shallbedeemedtohaveapprovedoforconsentedtosuchrecommendationordetermination.With respecttodecisionsrequiringtheapprovaloftheRequiredLendersorallLenders,Administrative Agent shall timely submit any required written notices to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended by AdministrativeAgentorsuchothercourseofactionrecommendedbytheRequiredLendersorall of the Lenders, as the case may be, and each non-responding Lender shall be deemed to have concurredwithsuchrecommendedcourseofaction.NothinginthisSection 9.10shallrestrictthe AdministrativeAgentfromrequestingareplytoarequestforanapprovalinlessthantenBusiness DaysbutthedeemedapprovalprovidedinthisSection 9.10 shallnotapplyuntiltheexpirationof a ten Business Day period.

9.11 Certain ERISA Matters.

(a)Each Lender (x) represents and warrants, as of the date such Person became a Lenderpartyhereto,to,and(y)covenants,fromthedatesuchPersonbecameaLenderpartyhereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers and their respective Affiliates and not, for the avoidance of doubt, to or for the benefit of the Company or any other Loan Party, that at least one of the following is and will be true:

(i)suchLenderisnotusing“planassets”(withinthemeaningofSection3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entranceinto,participationin,administrationofandperformanceoftheLoans,theLetters of Credit, the Commitments or this Agreement,

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(ii)thetransactionexemptionsetforthinoneormorePTEs,suchasPTE84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemptionforcertaintransactionsinvolvingbankcollectiveinvestmentfunds)orPTE96- 23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of andperformanceoftheLoans,theLettersofCredit,theCommitmentsandthisAgreement,

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lendertoenterinto,participatein,administerandperformtheLoans,theLettersofCredit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE84-14and(D)tothebestknowledgeofsuchLender,therequirementsofsubsection

(a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participationin,administrationofandperformanceoftheLoans,theLettersofCredit,the Commitments and this Agreement, or

(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)Inaddition,unlesseither(1)sub-clause (i)intheimmediatelyprecedingclause (a) istruewithrespecttoaLenderor(2)aLenderhasprovidedanotherrepresentation,warrantyand covenantinaccordancewithsub-clause (iv)intheimmediatelyprecedingclause (a),suchLender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and(y)covenants,fromthedatesuchPersonbecameaLenderpartyheretotothedatesuchPerson ceasesbeingaLenderpartyhereto,forthebenefitof,theAdministrativeAgent,theArrangersand theirrespectiveAffiliates,andnot,fortheavoidanceofdoubt,toorforthebenefitoftheCompany or any other Loan Party, that none of the Administrative Agent or any Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservationorexerciseofanyrightsbytheAdministrativeAgentunderthisAgreement,anyLoan Document or any documents related hereto or thereto).

9.12Recovery of Erroneous Payments.

Without limitation of any other provision in this Agreement, if at any time the AdministrativeAgentmakesapaymenthereunderinerrortoanyLenderRecipientParty,whether or not in respect of an Obligation due and owing by any Borrower at such time, where such paymentisaRescindableAmount,theninanysuchevent,eachLenderRecipientPartyreceiving

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aRescindableAmountseverallyagreestorepaytotheAdministrativeAgentforthwithondemand the Rescindable Amount received by such Lender Recipient Partyin Same Day Funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent,attheapplicableOvernightRate.EachLenderRecipientPartyirrevocablywaivesanyand alldefenses,includingany“dischargeforvalue”(underwhichacreditormightotherwiseclaima right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount.The Administrative Agent shall inform each Lender Recipient Party promptly upon determining that any payment made to such Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. .

9.13 Guaranty Matters.

Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any SubsidiaryGuarantorfromitsobligationsundertheSubsidiaryGuarantyifsuchPersonceasesto be a Subsidiary as a result of a transaction permitted under the Loan Documents.

UponrequestbytheAdministrativeAgentatanytime,theRequiredLenderswillconfirm in writing the Administrative Agent’s authority to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.13.

ARTICLE 6.  ARTICLE X. MISCELLANEOUS

10.01Amendments, Etc. Subjectto Section 2.02(g),Section 3.03andthelastparagraph of this Section 10.01, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company ortheapplicableLoanParty,asthecasemaybe,andacknowledgedbytheAdministrativeAgent, andeachsuchwaiverorconsentshallbeeffectiveonlyinthespecificinstanceandforthespecific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a)waiveanyconditionsetforthinSection 4.01(a)withoutthewrittenconsentofeach Lender;

(b)without limiting the generality of clause (a) above, waive, amend or modify any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written consent of the Required Revolving Lenders, the Required Term A-1 Lenders, the Required Term A-2 Lenders or the Required Tranche Lenders, as the case may be;

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

(d)postpone any date fixed by this Agreement or any other Loan Document for any paymenthereunderorunderanyotherLoanDocumentwithoutthewrittenconsentofeachLender

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directly affected thereby (except as provided in Section 2.14);

(e)reducethe principal of,or the rate of interest specified herein on, any Loan or L/C Borrowing,or(subjecttoclause(iii)ofthesecondprovisotothisSection 10.01)anyfeesorother amountspayablehereunderorunderanyotherLoanDocumentwithoutthewrittenconsentofeach Lenderdirectlyaffectedthereby;provided, however,thatonlytheconsentoftheRequiredLenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the BorrowerstopayinterestorLetterofCreditFeesattheDefaultRateor(ii)toamendorwaiveany financial covenant hereunder (or any defined term used therein) even if the effect of such amendmentwouldbetoreducetherateofinterestonanyLoanorL/CBorrowingortoreduceany fee payable hereunder;

(f)(i) modify Section 2.13 or 8.03 or any other provision hereof in a manner that would have the effect of altering the ratable reduction of Commitments or the pro rata sharing of paymentsotherwiserequiredhereunderor(ii)subordinate,orhavetheeffectofsubordinating,the Obligations hereunder to any other Indebtedness or other obligation, in each case, without the written consent of each Lender; provided, that with the consent of the Required Lenders, such terms and provisions may be amended on customary terms in connection with an “amend and extend” transaction, but only if all Lenders that consent to such “amend and extend” transaction are treated on a pro rata basis;

(g)changethedefinitionof“ApplicablePercentage”or“ApplicableRevolvingCredit Percentage”;

(h)change (i) any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required toamend,waiveorotherwisemodifyanyrightshereunderormakeanydeterminationorgrantany consent hereunder (other than the definitions specified in clause (ii) of this Section 10.01(h)), withoutthewrittenconsentofeachLenderor(ii)thedefinitionof“RequiredRevolvingLenders”, “Required Term A-1 Lenders”, “Required Term A-2 Lenders” or “Required Tranche Lenders” without the written consent of each Lender under the applicable Facility or Tranche;

(i)releasetheTrustasaGuarantoror,exceptaspermittedbySection 6.13,releaseall or substantially all of the Subsidiary Guarantors without the written consent of each Lender;

(j)release (i) the Company (from its obligations as a Borrower or as a Guarantor hereunder) or (ii) any Designated Borrower, except in connection with the termination of a Designated Borrower’s status as such under Section 2.19, without the consent of each Lender;

(k)amendSection 1.09orthedefinitionof“AlternativeCurrency”withoutthewritten consent of each Lender directly affected thereby; or

(l)impose any greater restriction on the ability of any Lender under a Facility or

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Tranche to assign any of its rights or obligations hereunder without the written consent of (i) if such Facility is the Term A-1 Facility, the Required Term A-1 Lenders, (ii) if such Facility is the Term A-2 Facility, the Required Term A-2 Lenders, (iii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders, and (iv) if with respect to a Tranche, the Required Tranche Lenders;

and,provided further,that(i)noamendment,waiverorconsentshall,unlessinwritingandsigned bytheL/CIssuersinadditiontotheLendersrequiredabove,affecttherightsordutiesoftheL/C Issuers under this AgreementoranyIssuerDocumentrelating toany Letter of Creditissuedorto be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, (x) affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document or (y) amendormodify, change,waive or consent to any departure from, or have the effect of amendingmodifying, changing,waivingorconsentconsentingtoanydeparturefrom,Section 3.03 or, any term defined in such section or, any term defined inany other termsectionor provision in thisAgreementrelatingtoaBenchmarkReplacementorSOFR, Daily Simple SOFR, Term SOFR,any Alternative Currency Daily Rate, any Alternative Currency Term Rate, any Relevant Rate orany Successor Rate, or any term or provision relating tothe replacement of Relevant Ratesanysuch rateor Successor RatesRate; (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (iv) the term L/C Commitment may be amended pursuant to a fully executed (and delivered to the Administrative Agent) Notice of Additional L/C Issuer.

NotwithstandinganythinginthisAgreementtothe contrary,

(i)anyamendmentthatwouldextendtheMaturityDatewithrespecttoLoans or Commitments, provide for any increased pricing (including fees) for any Lenders agreeingtoextendtheirLoansorCommitmentspursuanttothetermsofsuchamendment andanycorrespondingmodificationsunderthisAgreementrelatedtheretomaybeeffected pursuant to an agreement or agreements in writing entered into by the Company, the Administrative Agent, and the extending Lenders;

(ii)no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended or the maturityofanyofitsLoansmaynotbeextended(exceptasprovidedinSection 2.14),the rateofinterestonanyofitsLoansmaynotbereducedandtheprincipalamountofanyof itsLoansmaynotbeforgiven,ineachcasewithouttheconsentofsuchDefaultingLender and (y) any waiver, amendment, consent or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;

(iii)this Agreement may be amended with the written consent of the

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Administrative Agent, the Company and the Lenders and L/C Issuers affected thereby to amend the definition of “Alternative Currency” or “Alternative Currency Daily Rate” or “AlternativeCurrencyTermRate”orSection 1.09solelytoaddadditionalcurrencyoptions and the applicable interest rate with respect thereto, in each case solely to the extent permitted pursuant to Section 1.09;

(iv)thisAgreementandtheotherLoanDocumentsmaybeamendedoramended and restated without the consent of any Lender (but with the consent of the Company and the Administrative Agent) if, upon giving effect to such amendment or amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended or amended and restated), the Commitments of such Lender shall have terminated, such Lendershallhavenoothercommitmentorotherobligationhereunderandshallhavebeen paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement;

(v)this Agreement may be amended with the written consent of the Administrative Agent and the Company (i) to add one or more additional term loan facilities to this Agreement subject to the limitations in Section 2.15 and to permit the extensions of credit and all related obligations and liabilities arising in connection therewithfromtimetotimeoutstandingtoshareratably(oronabasissubordinatedtothe existing Facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing Facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent, the Lenders providing such additional creditfacilitiestoparticipateinanyrequiredvoteoractionrequiredtobeapprovedbythe Required Lenders or by any other number, percentage or class of Lenders hereunder;

(vi)theAdministrativeAgentandtheCompanymay,withouttheconsentofany Lender or any Loan Party then party hereto, amend this Agreement to add a Designated Borrower pursuant to a Designated Borrower Request and Assumption Agreement and Designated Borrower Notice;

(vii)if the Administrative Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then the Administrative Agent and the Company shall be permitted to amend, modify or supplementsuchprovisiontocuresuchambiguity,omission,mistake,typographicalerror or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.

10.02 Notices; Effectiveness; Electronic Communication.

(a)Notices Generally.Except in the case of notices and other communications expresslypermittedtobegivenbytelephone(andexceptasprovidedinsubsection (b)below),all

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noticesandothercommunicationsprovidedforhereinshallbeinwritingandshallbedeliveredby hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail as follows, and all notices and other communications expressly permitted hereundertobe givenbytelephoneshallbemadeto theapplicabletelephone number,as follows:

(i)if to any Loan Party, the Administrative Agent or any L/C Issuer, to the address,facsimilenumber,electronicmailaddressortelephonenumberspecifiedforsuch Person on Schedule 10.02; and

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

Noticesandothercommunicationssentbyhandorovernightcourierservice,ormailedbycertified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).Notices and other communicationsdeliveredthroughelectroniccommunicationstotheextentprovidedinsubsection

(b) below,shallbeeffectiveas providedinsuchsubsection (b).

(b)Electronic Communications.NoticesandothercommunicationstotheLendersand the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or anyL/CIssuerpursuanttoArticle IIifsuchLenderorsuchL/CIssuer,asapplicable,hasnotified theAdministrativeAgentthatitisincapableofreceivingnoticesundersuchArticlebyelectronic communication. The Administrative Agent, any L/C Issuer or the Company may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communicationspursuanttoproceduresapprovedbyit,provided thatapprovalofsuchprocedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon actual receipt or the sender’sreceiptofanacknowledgementfromtheintendedrecipient(suchasbythe“returnreceipt requested”function,asavailable,returne-mailorotherwrittenacknowledgement),and(ii)notices or communications posted to an Internet or intranet website shall be deemed received upon the deemedreceiptbytheintendedrecipientatitse-mailaddressasdescribedintheforegoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communicationisnotsentduringthenormalbusinesshoursoftherecipient,suchnotice,emailor

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communicationshallbedeemedtohavebeensentattheopeningofbusinessonthenextbusiness day for the recipient.

(c)The Platform.EachBorrowerherebyacknowledgesthattheAdministrativeAgent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and L/C Issuers materials and/or information provided by or on behalf of such Borrowers hereunder (collectively, “Borrower Materials”) by posting the borrower materials on IntraLinks, Syndtrak, ClearPar, or another similar electronic transmission system (the “Platform”).THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWERMATERIALSORTHEADEQUACYOFTHEPLATFORM,ANDEXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOMFROMVIRUSESOROTHERCODEDEFECTS,ISMADEBYANYAGENT PARTYINCONNECTIONWITHTHEBORROWERMATERIALSORTHEPLATFORM.In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender, any L/C Issuer or any other Person for losses,claims,damages,liabilitiesorexpensesofanykind(whetherintort,contractorotherwise) arising out of the Company’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messagingservice,orthroughtheInternet,excepttotheextentthatsuchlosses,claims,damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealablejudgmenttohaveresultedfromthegrossnegligenceorwillfulmisconductofsuch Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Loan Party, any Lender, any L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d)Change of Address, Etc.EachoftheBorrowers,theAdministrativeAgentandeach L/C Issuer may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto.Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Company, the Administrative Agent and each L/C Issuer.In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

(e)Reliance by Administrative Agent, L/C Issuer and Lenders.The Administrative Agent,theL/CIssuersandtheLendersshallbeentitledtorelyandactuponanynotices(including telephonic or electronic notices, Committed Loan Notices, and Letter of Credit Applications) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein,were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmationthereof.TheBorrowersshallindemnifytheAdministrativeAgent,eachL/CIssuer, eachLenderandtheRelatedPartiesofeachofthemfromalllosses,costs,expensesandliabilities

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resultingfromthereliancebysuchPersononeachnoticepurportedlygivenbyoronbehalfofany BorrowerandreasonablyreliedonbysuchPerson.Alltelephonicnoticestoandothertelephonic communicationswiththeAdministrativeAgentmayberecordedbytheAdministrativeAgent,and each of the parties hereto hereby consents to such recording.

10.03No Waiver; Cumulative Remedies; Enforcement.NofailurebyanyLender,any L/CIssuerortheAdministrativeAgenttoexercise,andnodelaybyanysuchPersoninexercising, anyright,remedy,powerorprivilegehereunderorunderanyotherLoanDocument shalloperate asawaiverthereof;norshallanysingleorpartialexerciseofanyright,remedy,powerorprivilege hereunderorunderanyotherLoanDocumentprecludeanyotherorfurtherexercisethereoforthe exercise of any other right, remedy, power or privilege.The rights, remedies, powers and privilegeshereinprovidedandprovidedundereachotherLoanDocumentarecumulativeandnot exclusive of any rights, remedies, powers and privileges provided by Law.

NotwithstandinganythingtothecontrarycontainedhereinorinanyotherLoanDocument, theauthoritytoenforcerightsandremedieshereunderandundertheotherLoanDocumentsagainst theLoanPartiesoranyofthemshallbevestedexclusivelyin,andallactionsandproceedingsat law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/CIssuers;provided, however,thattheforegoingshallnotprohibit(a)theAdministrativeAgent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/C Issuerfromexercisingtherightsandremediesthatinuretoitsbenefit(solelyinitscapacityasL/C Issuer) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender fromfilingproofsofclaimorappearingandfilingpleadingsonitsownbehalfduringthependency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, thatifatanytimethereisnoPersonactingasAdministrativeAgenthereunderandundertheother Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the AdministrativeAgentpursuanttoSection 8.02and(ii)inadditiontothematterssetforthinclauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consentoftheRequiredLenders,enforceanyrightsandremediesavailabletoitandasauthorized by the Required Lenders.

10.04 Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses.The Company shall pay all reasonable and documented out of pocket expenses (i) incurred by the Administrative Agent and its Affiliates (including the reasonable and documented out of pocket fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein,thepreparation,negotiation,execution,deliveryandadministrationofthisAgreementand theotherLoanDocumentsoranyamendments,modificationsorwaiversoftheprovisionshereof orthereof(whetherornotthetransactionscontemplatedherebyortherebyshallbeconsummated),

(ii) customarily incurred by the L/C Issuers in connection with the issuance, amendment, extension,reinstatementorrenewalofanyLetterofCreditoranydemandforpaymentthereunder, provided thatsuchexpensesarecustomarilychargedinconnectionwiththeissuanceoftheLetters

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ofCreditand(iii)incurredbytheAdministrativeAgent,anyLenderoranyL/CIssuer(including and limited to the fees, charges and disbursements of one outside counsel for the Administrative Agent, the Lenders and the L/C Issuers; provided, that in the event of a conflict between such outside counsel and the Administrative Agent, any Lender or any L/C Issuer, the reasonable and documentedfees,chargesanddisbursementsofoneadditionaloutsidecounselengagedinrespect of such conflict shall be paid by the Company), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b)Indemnification by the Company.The Company shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements ofanycounselforanyIndemnitee),andshallindemnifyandholdharmlesseachIndemniteefrom all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee,incurredbyanyIndemniteeorassertedagainstanyIndemniteebyanythirdpartyor bytheCompanyoranyotherLoanPartyarisingoutof,inconnectionwith,orasaresultof(i)the executionordeliveryofthisAgreement,anyotherLoanDocumentoranyagreementorinstrument contemplated hereby or thereby (including, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance bythepartiesheretooftheirrespectiveobligationshereunderorthereunder,theconsummationof the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any LoanorLetterofCreditortheuseorproposeduseoftheproceedstherefrom(includinganyrefusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presentedinconnectionwithsuchdemanddonotstrictlycomplywiththetermsofsuchLetterof Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospectiveclaim,litigation,investigationorproceedingrelatingtoanyoftheforegoing,whether basedoncontract,tortoranyothertheory,whetherbroughtbyathirdpartyorbytheCompanyor any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE

INDEMNITEE;provided thatsuchindemnityshallnot,astoanyIndemnitee,beavailabletothe extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the grossnegligenceorwillfulmisconductofsuchIndemnitee,(y)resultfromaclaimbroughtbythe Company or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or such

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other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from a claim not involving an act or omission of the Company or any other Loan Party and that is brought by an Indemnitee against another Indemnitee (other than against the Administrative Agent or the co-lead arrangers in their capacities as such).This Section 10.04(b) shall not apply with respect to Taxes, other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

(c)Reimbursement by Lenders.To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), any L/C Issuer or any Related Partyofanyoftheforegoing,andwithoutlimitingtheCompany’sobligationtodoso,eachLender severally agrees to pay to the Administrative Agent (or any such sub-agent), such L/C Issuer, or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of thetimethattheapplicableunreimbursedexpenseorindemnitypaymentissought)ofsuchunpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or relatedexpense,asthecasemaybe,wasincurredbyorassertedagainsttheAdministrativeAgent (or anysuchsub-agent)or suchL/CIssuerinitscapacity as such, oragainst anyRelated Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), or such L/C Issuer in connection with such capacity.The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

(d)Waiver of Consequential Damages, Etc.To the fullest extent permitted by Applicable Law, no Borrower shall assert, and each Borrower hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby,anyLoanorLetterofCreditortheuseoftheproceedsthereof.NoIndemniteereferredto in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, other than for direct or actual damages resulting from the gross negligence or willfulmisconduct of such Indemnitee asdetermined byafinal andnonappealablejudgmentofa court of competent jurisdiction.

(e)Payments.AllamountsdueunderthisSection 10.04shallbepayablenotlaterthan ten Business Days after demand therefor.

(f)Survival.The agreements in this Section 10.04 and the indemnity provisions of Section 10.02(e)shallsurvivetheresignationoftheAdministrativeAgentandtheL/CIssuers,the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

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10.05Payments Set Aside.To the extent that any payment by or on behalf of any BorrowerismadetotheAdministrativeAgent,anyL/CIssueroranyLender,ortheAdministrative Agent,anyL/CIssueroranyLenderexercisesitsrightofsetoff,andsuchpaymentortheproceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise,then(a)totheextentofsuchrecovery,theobligationorpartthereoforiginallyintended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agreestopaytotheAdministrativeAgentupondemanditsapplicableshare(withoutduplication) ofanyamountsorecoveredfromorrepaidbytheAdministrativeAgent,plusinterestthereonfrom the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate fromtimeto time in effectin the applicable currency of such recovery or payment. The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentenceshallsurvivethepaymentinfulloftheObligationsandtheterminationofthisAgreement.

10.06 Successors and Assigns.

(a)Successors and Assigns Generally.The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Company nor any other Loan Party may assign orotherwisetransferanyofitsrightsorobligationshereunderwithoutthepriorwrittenconsentof theAdministrativeAgentandeachLenderandnoLendermayassignorotherwisetransferanyof its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b)ofthisSection 10.06,(ii)bywayofparticipationinaccordancewiththeprovisions ofsubsection (d)ofthisSection 10.06,or(iii)bywayofpledgeorassignmentofasecurityinterest subjecttotherestrictionsofsubsection (f)ofthisSection(andanyotherattemptedassignmentor transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied,shallbeconstruedtoconferuponanyPerson(otherthanthepartieshereto,theirrespective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of thisSection 10.06and,totheextentexpresslycontemplatedhereby,theRelatedPartiesofeachof theAdministrativeAgent,theL/CIssuersandtheLenders)anylegalorequitableright,remedyor claim under or by reason of this Agreement.

(b)Assignments by Lenders.Any Lender may at any time assign to one or more EligibleAssigneesalloraportionofitsrightsandobligationsunderthisAgreementandtheother Loan Documents (including all or a portion of its Commitments and the Loans (including for purposesofthissubsection (b),participationsinL/CObligations)atthetimeowingtoit);provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the

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assigning Lender’s Commitment under any Facility and/or the Loans at the time owingtoit(ineachcasewithrespecttoanyFacility)orinthecaseofanassignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)in any case not described in subsection (b)(i)(A) of this Section 10.06,theaggregateamountoftheCommitments(whichforthispurposeincludes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agentor,if“TradeDate”isspecifiedintheAssignmentandAssumption,asofthe TradeDate,shallnotbelessthan$5,000,000(andinintegralmultiplesof

$1,000,000inexcessthereof)unlesseachoftheAdministrativeAgentand,solong as no Event of Default has occurred and is continuing, the Company otherwise consents(eachsuchconsentnottobeunreasonablywithheldordelayed);provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assigneewillbetreatedasasingleassignmentforpurposesofdeterminingwhether such minimum amount has been met.

(ii)Proportionate Amounts.Each partial assignment shall be made as an assignmentofaproportionatepartofalltheassigningLender’srightsandobligationsunder this Agreement with respect to the Loans or the Commitments assigned;

(iii)Required Consents.Noconsentshallberequiredforanyassignmentexcept to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:

(A)the consent of the Company (such consent not to be unreasonably withheld or delayed provided that it shall not be unreasonable for the Company to withhold its consent to an assignment to a direct competitor of the Company, the GuarantorsoranyAffiliatesofanythereof)shallberequiredunless(1)anEventof Default has occurred and is continuing at the time of such assignment or (2) such assignmentistoaLender,anAffiliateofaLenderoranApprovedFund;provided thattheCompanyshallbedeemedtohaveconsentedtoanysuchassignmentunless itshallobjecttheretobywrittennoticetotheAdministrativeAgentwithinten(10) Business Days after having received notice thereof;

(B)the consent of the Administrative Agent (such consent not to be unreasonablywithheldordelayed)shallberequiredforassignmentsinrespectof

(1) any Term A-1 Commitment, Term A-2 Commitment or Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a CommitmentinrespectoftheapplicableFacility,anAffiliateofsuchLenderoran

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ApprovedFundwithrespecttosuchLenderor(2)anyTermA-1LoanorTermA- 2 Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(C)theconsentofeachL/CIssuershallberequiredforanyassignment thatincreasestheobligationoftheassigneetoparticipateinexposureunderoneor more Letters of Credit (whether or not then outstanding); and

(D)theconsentofeachL/CIssuershallberequiredforanyassignment in respect of a Dollar Tranche Commitment.

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

(v)No Assignment to Certain Persons.Nosuchassignmentshallbemade(A) to the Company or any of the Company’s Affiliates or Subsidiaries, or (B) to any DefaultingLenderoranyofitsSubsidiaries,oranyPersonwho,uponbecomingaLender hereunder,wouldconstituteanyoftheforegoingPersonsdescribedinthisclause (B),or

(C) to a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons).

(vi)Certain Additional Payments.Inconnectionwithanyassignmentofrights andobligationsofanyDefaultingLenderhereunder,nosuchassignmentshallbeeffective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outrightpayment,purchasesbytheassigneeofparticipationsorsubparticipations,orother compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicablepro rata share of Loans previously requested butnot funded by the Defaulting Lender, to each of which the applicable assignee and assignor herebyirrevocablyconsent),to(x)payandsatisfyinfullallpaymentliabilitiesthenowed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full proratashareofallLoansandparticipationsinLettersofCreditinaccordancewithits ApplicablePercentage.Notwithstandingtheforegoing,intheeventthatanyassignmentof rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph (vi), then the assigneeofsuchinterestshallbedeemedtobeaDefaultingLenderforallpurposesofthis

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Agreement until such compliance occurs.

SubjecttoacceptanceandrecordingthereofbytheAdministrativeAgentpursuanttosubsection

(c) of this Section 10.06, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interestassignedbysuchAssignmentandAssumption,havetherightsandobligationsofaLender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’srightsandobligationsunderthisAgreement,suchLendershallceasetobeapartyhereto) butshallcontinuetobeentitledtothebenefitsofSections 3.01,3.04,3.05,and10.04withrespect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising fromthat Lender’shaving beena Defaulting Lender.Inaddition,the AdministrativeAgent shall maintainontheRegisterinformationregardingthedesignation,andrevocationofdesignation,of any Lender as a Defaulting Lender.No Person that acquires any interest in any rights or obligationsofanyLenderunderthisAgreementpursuanttothisSection 10.06(b)shallbeentitled toreceiveanygreaterpaymentsorgreaterbenefitsunderSection 3.01withrespecttosuchinterest than were available on the date of assignment tothe assigning or transferring Lender from whom such Person acquired such interest (or, if there is a Change in Law occurring after the date such Person acquires such interest, no greater payments or greater benefits than would have been available to the assigning or transferring Lender under Sections 3.01 and 3.04 following such Change in Law if no such transfer or assignment had occurred).Upon request, the applicable Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender.Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 10.06.

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

(d)Participations.AnyLendermayatanytime,withouttheconsentof,butwithfive (5)

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days prior notice (unless an Event of Default exists) to the Company and the Administrative Agent (the “Participation Notice”), sell participations to any Person (other than a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons, a Defaulting Lender or the Company or any of the Company’sAffiliatesorSubsidiaries,oranydirectcompetitoroftheCompany,Guarantorsorany Affiliatesofanythereof,ifbutonlyiftheCompanynotifiestheapplicableLenderwithintwo(2) Business Days after receipt of the Participation Notice that the proposed participant is a direct competitor of the Company, Guarantors or any Affiliates of any thereof; unless in each case an EventofDefaulthasoccurredandiscontinuing)(each,a“Participant”)inalloraportionofsuch Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitmentsand/ortheLoans(includingsuchLender’sparticipationsinL/CObligations)owing toit);provided that(i)suchLender’sobligationsunderthisAgreementshallremainunchanged,

(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of suchobligationsand(iii)theBorrowers,theAdministrativeAgent,theLendersandtheL/CIssuers shallcontinuetodealsolelyanddirectlywithsuchLenderinconnectionwithsuchLender’srights and obligations under this Agreement.For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation.The Administrative Agent shall have no responsibility for monitoring the notice requirement set forth above in this provision.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant,agreetoanyamendment,waiverorothermodificationdescribedinthefirstprovisoto Section 10.01 that affects such Participant.The Company agrees that each Participant shall be entitledtothebenefitsofSections 3.01,3.04and3.05tothesameextentasifitwereaLenderand had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06 (it being understoodthatthedocumentationrequiredunderSection 3.01(g)shallbedeliveredtotheLender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) ofthisSection 10.06; provided that such Participant(A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section 10.06 and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive (or, if there is a Change in Law occurring after the date such Participant acquires such interest, shall not be entitled to receive any greater payments under Sections 3.01 or 3.04 than would have been available to the Lender from whom it acquired the applicable participation following such Change in Law if no such transfer had occurred).Each Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 3.06 with respect to any Participant.To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. EachLenderthatsellsaparticipationshall,actingsolelyforthispurposeasanon-fiduciaryagent of the Company, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligationsundertheLoanDocuments(the“Participant Register”);providedthatnoLender shall haveanyobligationtodisclosealloranyportionoftheParticipantRegister(includingtheidentity ofanyParticipantor

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anyinformationrelatingtoaParticipant’sinterestinanycommitments,loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extentthatsuchdisclosureisnecessarytoestablishthatsuchcommitment,loan,letterofcreditor other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.TheentriesintheParticipantRegistershallbeconclusiveabsentdemonstrableerror, andsuchLendershalltreateachPersonwhosenameisrecordedintheParticipantRegisterasthe owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.Fortheavoidanceofdoubt,theAdministrativeAgent(initscapacityasAdministrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)Certain Pledges.Any Lender may at any time pledge or assign a security interest inalloranyportionofitsrightsunderthisAgreement(includingunderitsNote,ifany)tosecure obligationsofsuchLender,includinganypledgeorassignmenttosecureobligationstoaFederal ReserveBankoranyothercentralbankingauthority;provided thatnosuchpledgeorassignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f)Resignation as L/C Issuer after Assignment.Notwithstanding anything to the contrary contained herein, if at any time Bank of America or any L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, Bank of America or such L/C Issuer, as the case may be, may, upon 30 days’ notice to the AdministrativeAgent,theCompanyandtheLenders,resignasanL/CIssuer.Intheeventofany such resignation as an L/C Issuer, the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of Bank of America or the applicable L/C Issuer,asanL/CIssuer.IfBankofAmericaortheapplicableL/CIssuerresignsasanL/CIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Lettersof Creditissued byitand outstanding as ofthe effectivedateofitsresignationasan L/CIssuerandallL/CObligationswithrespectthereto(includingtherighttorequiretheLenders tomakeBaseRateLoansorfundriskparticipationsinUnreimbursedAmountspursuanttoSection 2.03(c)).UpontheappointmentofasuccessorL/CIssuer,(a)suchsuccessorshallsucceedtoand becomevestedwithalloftherights,powers,privilegesanddutiesoftheretiringL/CIssuer,and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America or the applicable retiring L/C Issuer to effectively assume the obligations of Bank of America or the applicable retiring L/C Issuer with respect to such Letters of Credit.

10.07Treatment of Certain Information; Confidentiality.EachoftheAdministrative Agent, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates, its auditors and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),(b)totheextentrequiredorrequestedbyanyregulatoryauthoritypurportingtohave jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such astheNationalAssociationofInsuranceCommissioners),(c)totheextentrequiredbyApplicable Law or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) totheextentnecessaryinconnectionwiththeexerciseofanyremedieshereunderorunderany

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other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations underthisAgreementoranyEligibleAssigneeinvitedtobeaLenderpursuanttoSection 2.15(c) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to any of the Borrowers and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Company or its Subsidiaries or the credit facilities provided hereunder, (ii) the provider of any Platform or other electronic delivery service used by the AdministrativeAgentoranyL/CIssuertodeliverInformationornoticestotheLendershereunder or (iii) the CUSIP Service Bureau or any similar agency in connection with the application, issuance,publishingandmonitoringofCUSIPnumbersorothermarketidentifierswithrespectto the credit facilities provided hereunder, (h)with the consent of the Company or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07, (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company or an AffiliateoftheCompanywhichsourcedidnotacquiresuchinformationasaresultofabreachof this Section 10.07 or (z) is independently discovered or developed by a party hereto without utilizinganyInformationreceivedfromtheCompanyorviolatingthetermsofthisSection 10.07. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providerstothelendingindustryandserviceproviderstotheAgentsandtheLendersinconnection withtheadministrationofthisAgreement,theotherLoanDocuments,andtheCommitments.For purposes of this Section 10.07, “Information” means all information received in connection with this Agreement and the other Loan Documents and the transactions contemplated hereunder and thereunder by the Administrative Agent, any Lender or the L/C Issuer from or on behalf of the Company, Ares Commercial Real Estate Management LLC or any of its or their respective affiliates or any joint venture or joint venture partner(each a “Borrower Related Party”) relating to the Trust, any of its subsidiaries, any of its joint ventures or joint venture partners, Ares Commercial Real Estate Management LLC (solely in its capacity as advisor under the Advisory Agreement)oranyoftheirrespectivebusinesses,otherthananysuchinformationthatisavailable to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by a Borrower Related Party, provided that,in thecase ofinformation received from a Borrower Related Party after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as providedinthisSection 10.07shallbeconsideredtohavecompliedwithitsobligationtodosoif such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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

10.08Right of Setoff.IfanEventofDefaultshallhaveoccurredandbecontinuing,each Lender,eachL/CIssuerandeachoftheirrespectiveAffiliatesisherebyauthorizedatanytime

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and from time totime, to the fullestextent permitted by Applicable Law, to set off and apply any andalldeposits(generalorspecial,timeordemand,provisionalorfinal,inwhatevercurrency)at anytimeheldandotherobligations(inwhatevercurrency)atanytimeowingbysuchLender,such L/C Issuer or any such Affiliate to or for the credit or the account of the Company or any other Loan Party against any and all of the obligations of the Company or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and althoughsuchobligationsoftheCompanyorsuchLoanPartymaybecontingentorunmaturedor areowedtoabranchorofficeofsuchLenderorsuchL/CIssuerdifferentfromthebranch,office orAffiliateholdingsuchdepositorobligatedonsuchindebtedness;provided,thatintheeventthat any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such DefaultingLenderastowhichitexercisedsuchrightofsetoff.TherightsofeachLender,theL/C Issuer and their respective Affiliates under this Section 10.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have.Each Lender and each L/C Issuer agrees to notify the Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09Interest Rate Limitation.Notwithstanding anything to the contrarycontained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (the “Maximum Rate”).IftheAdministrativeAgentoranyLendershallreceiveinterestinanamountthatexceeds theMaximumRate,theexcessinterestshallbeappliedtotheprincipaloftheLoansor,ifitexceeds such unpaid principal, refunded to the Company.In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, suchPersonmay,totheextentpermittedbyApplicableLaw,(a)characterizeanypaymentthatis not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10Integration; Effectiveness.ThisAgreement,theotherLoanDocuments,andany separate letter agreements with respect to fees payable to the Administrative Agent or any L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subjectmatterhereof.ExceptasprovidedinSection 4.01,thisAgreementshallbecomeeffective whenitshallhavebeenexecutedbytheAdministrativeAgentandwhentheAdministrativeAgent shall have received counterparts hereof that, when taken together, bear the signatures of each of theotherpartieshereto,andthereaftershallbebindinguponandinuretothebenefitoftheparties hereto and their respective successors and assigns.

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10.11Survival of Representations and Warranties.Allrepresentationsandwarranties madehereunderandinanyotherLoanDocumentorotherdocumentdeliveredpursuantheretoor theretoorinconnectionherewithortherewithshallsurvivetheexecutionanddeliveryhereofand thereof.Such representations and warranties have been or will be relied upon by the AdministrativeAgentandeachLender,regardlessofanyinvestigationmadebytheAdministrative Agent or any Lender oron their behalfand notwithstandingthat the Administrative Agent orany LendermayhavehadnoticeorknowledgeofanyDefaultatthetimeofanyCreditExtension,and shallcontinueinfullforceandeffectaslongasanyLoanoranyotherObligationhereunder(other than unasserted contingent obligations) shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

10.12Severability.If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impairedtherebyand(b)thepartiesshallendeavoringoodfaithnegotiationstoreplacetheillegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.The invalidity of a provisioninaparticularjurisdictionshallnotinvalidateorrenderunenforceablesuchprovisionin any other jurisdiction.Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting LendersshallbelimitedbyDebtorReliefLaws,asdeterminedingoodfaithbytheAdministrative Agent or any L/C Issuer, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

10.13Replacement of Lenders.If any Lender requests compensation under Section 3.04, or if the Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if a single Lender has given notice pursuant to Section 3.02 or is unable to determine or provide theEurodollar Rate, the LIBORTerm SOFR,Daily Floating RateSimple SOFR, any Alternative CurrencyDailyRateoranyAlternativeCurrencyTermRateunderSection 3.03,asapplicable(it beingagreedthatifmultipleLendershavegiventhatnoticeorareunabletodetermineorprovide the Eurodollar Rate, the LIBORTerm SOFR,Daily Floating RateSimple SOFR, any Alternative Currency Daily Rate or any Alternative Currency Term Rate, then the right to replace for that reason shall not apply), or if any Lender is a Defaulting Lender or if any Lender is a Non- Consenting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender(forgreaterclarity,aLenderwhoseconsentwasnotobtained,inthecaseofanyproposed amendment, modification, termination, waiver or consent) and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligationsunderthisAgreementandtherelatedLoanDocumentstoanassigneethatshallassume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a)the Company shall have paid (or caused a Designated Borrower to pay) to the Administrative Agent the assignment fee specified in Section 10.06(b);

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(b) suchLendershallhavereceivedpaymentofanamountequalto100%ofthe

outstandingprincipalofitsLoansandL/CAdvances,accruedinterestthereon,accruedfeesand all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Sections 3.04 and 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (or applicable Designated Borrower) (in the case of all other amounts);

(c)in the case of any such assignment resulting from a claim for compensation under Section 3.04orpaymentsrequiredtobemadepursuanttoSection 3.01,suchassignmentwillresult in a reduction in such compensation or payments thereafter;

(d) suchassignmentdoesnotconflictwithApplicableLaw;and

(e)in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

ALendershallnotberequiredtomakeanysuchassignmentordelegationif,priorthereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply for reasons other than that such Lender is not owed any compensation under Section 3.04 because the Company (or applicable Designated Borrower)haspaidit,ortheCompanyisnolongerrequiredtopayanyadditionalamounttosuch Lender or any Governmental Authority for the account of such Lender pursuant to Section 3.01 because all such amounts have been paid by the Company (or applicable Designated Borrower).

Eachpartyheretoagreesthat(a)anassignmentrequiredpursuanttothisSection 10.13may be effected pursuant to an Assignment and Assumption executed by the Company, the AdministrativeAgentandtheassigneeand(b)theLenderrequiredtomakesuchassignmentneed not be a party thereto in order for such assignment to be effective and shall be deemed to have consentedtoand bebound by theterms thereof;provided that, followingthe effectiveness ofany suchassignment,theotherpartiestosuchassignmentagreetoexecuteanddeliversuchdocuments necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further that any such documents shall be without recourse to or warranty by the parties thereto.

Notwithstanding anything in this Section 10.13 to the contrary, (i) any Lender that actsas an L/C Issuer may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunderunlessarrangementsreasonablysatisfactorytosuchLender(includingthefurnishingof a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactorytosuchL/CIssuerorthedepositingofcashcollateralintoacashcollateralaccountin amountsandpursuanttoarrangementsreasonablysatisfactorytosuchL/CIssuer)havebeenmade withrespecttosuchoutstandingLetterofCreditand(ii)theLenderthatactsastheAdministrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

10.14 Governing Law; Jurisdiction; Etc.

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(a)GOVERNING LAW.THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT,ASTOANYOTHERLOANDOCUMENT,ASEXPRESSLYSETFORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALLBEGOVERNEDBY,AND CONSTRUEDINACCORDANCEWITH,THELAWOF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

(b)SUBMISSION TO JURISDICTION.THE COMPANY AND EACH OTHER LOANPARTYIRREVOCABLYANDUNCONDITIONALLYAGREESTHATITWILLNOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION,WHETHERINLAWOREQUITY,WHETHERINCONTRACTORINTORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER,ORANYRELATEDPARTYOFTHEFOREGOINGINANYWAYRELATINGTO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLYANDUNCONDITIONALLYSUBMITSTOTHEJURISDICTIONOFSUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,INSUCH FEDERAL COURT.EACHOFTHEPARTIESHERETOAGREESTHAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVEANDMAYBEENFORCEDINOTHERJURISDICTIONSBYSUITONTHE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENTORANYOTHERLOANDOCUMENT AGAINSTTHECOMPANYORANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)WAIVER OF VENUE.THE COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATINGTOTHISAGREEMENTORANYOTHERLOANDOCUMENTINANYCOURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION 10.14.EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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

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PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

10.15Waiver of Jury Trial.EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,TOTHEFULLESTEXTENTPERMITTEDBYAPPLICABLELAW,ANYRIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLYARISINGOUTOFORRELATINGTOTHISAGREEMENTORANYOTHER LOANDOCUMENTORTHETRANSACTIONSCONTEMPLATEDHEREBYORTHEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).EACH PARTY HERETO(A)CERTIFIESTHATNOREPRESENTATIVE,AGENTORATTORNEYOFANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.15.

10.16No Advisory or Fiduciary Responsibility.Inconnectionwithallaspectsofeach transaction contemplated hereby (including in connection with any amendment, waiver or other modificationhereoforofanyotherLoanDocument),theCompanyacknowledgesandagrees,and acknowledgesitsAffiliates’understanding,that:(i)(A)thearrangingandotherservicesregarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s- lengthcommercialtransactionsbetweentheCompany,eachotherLoanPartyandtheirrespective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders on the other hand, (B) each of the Company and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents;(ii)(A)theAdministrativeAgent,theArrangerandeachLenderisandhasbeenacting solelyasaprincipaland,exceptasexpresslyagreedinwritingbytherelevantparties,hasnotbeen, is not, and will not be acting as an advisor, agent or fiduciary for the Company, any other Loan Party,oranyoftheirrespectiveAffiliates,oranyotherPersonand(B)neithertheAdministrative Agent, any Arranger nor and Lender has any obligation to the Company, any otherLoan Party or anyoftheirrespectiveAffiliateswithrespecttothetransactionscontemplatedherebyexceptthose obligationsexpresslysetforthhereinandintheotherLoanDocuments;and(iii)theAdministrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, the other Loan PartiesandtheirrespectiveAffiliates,andneithertheAdministrativeAgent,anyArrangernorany LenderhasanyobligationtodiscloseanyofsuchintereststotheCompany,anyotherLoanParty or any of their respective Affiliates.To the fullest extent permitted by Law, the Company and each other Loan Party hereby waives and releases any claims that it may have against the AdministrativeAgent,anyArrangeroranyLenderwithrespecttoanybreachorallegedbreachof agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.17Electronic Execution; Electronic Records; Counterparts.ThisAgreement,any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures.Each

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oftheLoanPartiesandeachoftheAdministrativeAgentandeachLenderParty agrees that any Electronic Signatureon or associated with any Communication shallbe valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligationofsuchPersonenforceableagainstsuchPersoninaccordancewiththetermsthereofto thesameextentasifamanuallyexecutedoriginalsignaturewasdelivered.Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication.For the avoidanceofdoubt,theauthorizationunderthisparagraphmayinclude,withoutlimitation,useor acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent, each oftheLenderPartiesandeachoftheLoanPartiesmay,atitsoption,createoneormorecopiesof anyCommunicationintheformofanimagedElectronicRecord(“Electronic Copy”),whichshall bedeemedcreatedintheordinarycourseofsuchPerson’sbusiness,anddestroytheoriginalpaper document.All Communications in the form of an Electronic Record, including an Electronic Copy,shallbeconsideredanoriginalforallpurposes,andshallhavethesamelegaleffect,validity and enforceability as a paper record.Notwithstanding anything contained herein to the contrary, neithertheAdministrativeAgentnoranyL/CIssuerisunderanyobligationtoacceptanElectronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent or any L/C Issuer has agreed to accept such Electronic Signature, the AdministrativeAgentandeachoftheLenderPartiesshallbeentitledtorelyonanysuchElectronic Signature purportedly given by or on behalf of any Loan Party and/or any Lender Party without further verification and regardless of the appearance or form of such Electronic Signatureand(b) upontherequestoftheAdministrativeAgent,anyLenderPartyoranyLoanParty,anyElectronic Signature shall be promptly followed by such manually executed counterpart.

Neither the Administrative Agent nor any L/C Issuer shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuinenessofanyLoanDocumentoranyotheragreement,instrumentordocumentinconnection with the Administrative Agent’s or the L/C Issuers’ reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means. The Administrative Agent and L/C Issuers shall be entitled to rely on, and shall incur no liability under or in respect of this AgreementoranyotherLoanDocumentbyactingingoodfaithupon,anyCommunication(which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it in good faith to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

Each of the Loan Parties and each Lender Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan Document, and (ii) waives any claim against the Administrative Agent, each Lender Party and each Related Party for any liabilities arising solely from the Administrative Agent’s and/or any Lender Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

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10.18USA PATRIOT Act.EachLenderthatissubjecttothePatriotAct(ashereinafter defined)andtheAdministrativeAgent(foritselfandnotonbehalfofanyLender)herebynotifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,2001)) (the“PATRIOT Act”) and the Beneficial Ownership Regulation,itisrequiredtoobtain,verifyandrecordinformationthatidentifiestheCompanyand the other Loan Parties,which information includes, but is not limited to, the name and address of the Company and each other Loan Party, a Beneficial Ownership Certification, and other informationthatwillallowsuchLenderortheAdministrativeAgent,asapplicable,toidentifythe Company and each other Loan Party in accordance with the PATRIOT Act and the Beneficial Ownership Regulation prior to closing this Facility.The Company and each other Loan Party shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation.

10.19 Time of the Essence.Timeis oftheessence oftheLoan Documents.

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

10.21Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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

(b) theeffectsofanyBail-InActiononanysuchliability,including,ifapplicable:

(i) areductioninfullor inpartorcancellation ofanysuch liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instrumentsofownershipinsuchAffectedFinancialInstitution,itsparentundertaking,or abridgeinstitutionthatmaybeissuedtoitorotherwiseconferredonit,andthatsuchshares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

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(iii)thevariationofthetermsofsuchliabilityinconnectionwiththeexerciseof the Write-Down and Conversion Powers of the applicable Resolution Authority.

10.22 Amendment and Restatement.

(a)On the Closing Date,thecommitment ofeachlender thatisapartytotheExisting CreditAgreementbutisnotapartytothisAgreement(a“Exiting Lender”)willbeterminated,all outstandingobligationsowingtotheExitingLenderswillberepaidinfullandeachExitingLender willceasetobeaLenderundertheExistingCreditAgreementandwillnotbeaLenderunderthis Agreement.As of the Closing Date, the remaining “Lenders” under (and as defined in) the ExistingCreditAgreementshallbeLendersunderthisAgreementwithCommitmentsassetforth on Schedule 2.01Ahereto and by itsexecution and delivery of this Agreement, each such Lender herebyconsentstotheexecutionanddeliveryofthisAgreementandtothenon-proratareduction of commitments occurring on the Closing Date as a result of the termination of the commitments of the Exiting Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Exiting Lenders.On the Closing Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement.The parties hereto acknowledge and agree that (a) this Agreement and the other Loan Documents, whetherexecutedanddeliveredinconnectionherewithorotherwise,donotconstituteanovation, paymentandreborrowing,orterminationoftherights,obligationsandliabilitiesoftherespective parties(includingtheObligations)existingundertheExistingCreditAgreementasineffectprior totheClosingDateand(b)suchobligationsareinallrespectscontinuing(asamendedandrestated hereby) with only the terms thereof being modified as provided in this Agreement.Without limitingthegeneralityoftheforegoing(i)allRevolvingCreditLoansandTermLoansoutstanding under the Existing Credit Agreement shall on the Closing Date become Revolving Credit Loans andTermA-1Loans,asthecasemaybe,hereunder,(ii)allExistingLettersofCreditshallonthe ClosingDatebecomeLettersofCredithereunderand(iii)allotherObligationsoutstandingunder theExistingCreditAgreementshallontheClosingDatebeObligationsunderthisAgreement.To theextenttheExistingCreditAgreementprovidesthatcertaintermssurvivetheterminationofthe Existing Credit Agreement or survive the payment in full of principal, interest and all other amountspayablethereunder,thensuchtermsshallsurvivetheamendmentandrestatementofthe Existing Credit Agreement.

(b)OntheClosingDate,theoriginalnotes,ifany,heldbyeachLenderrelatingtothe ExistingCreditAgreement(each,an“Original Note”)shallbedeemedtobecancelledand,ifsuch Lender has requested a Revolving Credit Note or a Term A-1 Note hereunder, amended and restatedbytheRevolvingCreditNoteorTermA-1Note,asapplicable,deliveredhereunderonor abouttheClosingDate(regardlessofwhetheranyLendershallhavedeliveredtotheCompanyfor cancellation the Original Note held by it).Each Lender, whether or not requesting a Revolving Credit Note or Term A-1 Note hereunder, shall use its commercially reasonable efforts to deliver theOriginalNotesheldbyittotheCompanyforcancellationand/oramendmentandrestatement. All amounts owing under, and evidenced by, the Original Notes as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date, if requested by theLenderholdingsuchOriginalNote(s),beevidencedbytheRevolvingCreditNotes,TermA-1 Notesand/orTermA-2Notes,asapplicable,andshallinanyeventbeevidencedby,andgoverned by the terms of, this Agreement.Each Lender hereby agrees to indemnify and hold harmless the Loan Parties from and against any and all liabilities, losses, damages, actions or claims that may beimposedon,incurredbyorassertedagainstanyLoanPartyarisingoutofsuchLender’sfailure to deliver the Original Notes held by it to the Company for cancellation, subject to the condition

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that the Company shall not make any payment to any Person claiming to be the holder of such Original Notes unless such Lender is first notified of such claim and is given the opportunity, at such Lender’s sole cost and expense, to assert any defenses to such payment.

10.23Special Provisions regarding Permitted Tax Incentive Transactions. Notwithstanding any provision in this Agreement to the contrary, any Lien created in connection with a Permitted Tax Incentive Transaction solely to secure repayment of a bond, note or other obligation owned by the Company or a Subsidiary (or any affiliate thereof) shall be deemed a PermittedEncumbrance.Infurtherance oftheforegoing,(i)nothingin the definitionof Property shall preclude a Tax Incentive Property under a Permitted Tax Incentive Transaction from constituting Property; (ii) the definition of Subsidiary Owner shall include any Subsidiary that leasesTaxIncentivePropertypursuanttoaTaxIncentiveLeaseAgreementunderaPermittedTax Incentive Transaction; (iii) the definition of Guarantee Obligation shall exclude any obligation incurred by any Person pursuant to a Tax Incentive Guaranty so long as the Company or a Subsidiary is the holder of the bond, note or other obligation that is guaranteed; (iv) no Tax IncentiveLeaseAgreemententeredintoinconnectionwithaPermittedTaxIncentiveTransaction shall constitute (or be deemed to constitute) Indebtedness or a Sale-Leaseback Master Lease; (v) the provisions of Section 6.12 and Section 6.13 with respect to any Subsidiary that owns any UnencumberedPropertyshallalsoapplytoanySubsidiarythatleasesanUnencumberedProperty that is a Tax Incentive Property pursuant to a Tax Incentive Lease Agreement, such that such SubsidiariesshallbecomeSubsidiaryGuarantorspursuanttothetermsofthisAgreement;and(vi) theinvestmentofanySubsidiaryinbondsissuedinconnectionwithanyPermittedTaxIncentive Transaction shall not constitute an Investment.

Fortheavoidanceofdoubt,(a)anyapplicableamountspursuanttosubsections (i)and(ii) ofthedefinitionofNetOperatingIncomerelatedtoathird-partyleaseaffectinganyTaxIncentive Property shall be included in the calculation of Net Operating Income for such Tax Incentive Property, but interest income of any Subsidiary from bonds issued in connection with any Permitted Tax Incentive Transaction and related rent expense under any Tax Incentive Lease AgreementwithrespecttotheapplicableTaxIncentivePropertyshallbedisregardedforpurposes of calculating Net Operating Income for such Tax Incentive Property; (b)interest payable by any Subsidiary under Tax Incentive Indebtedness in connection with any Permitted Tax Incentive Transaction (to the extent such Subsidiary is also the owner or holder of the bonds issued in connectionwithsuchPermittedTaxIncentiveTransaction)shallbeexcludedfromthecalculation of Recurring Interest Expense; (c) the calculation of Total Asset Value shall include the Property Value,PropertyInvestmentValue,unrestrictedcashandCashEquivalentsandanyotheramounts which would otherwise be included in the calculation of Total Asset Value with respect to any otherProperty,ofanyTaxIncentiveProperty,buttheinvestmentofanySubsidiaryinbondsissued inconnectionwithanyPermittedTaxIncentiveTransactionshallbeexcludedfromanycalculation of Total Asset Value; (d) theterm Indebtedness shallnot include any Tax Incentive Indebtedness (includingpursuanttoanTaxIncentiveGuaranty)underanyPermittedTaxIncentiveTransaction; and(e)noTaxIncentiveIndebtedness(includingpursuanttoaTaxIncentiveLeaseAgreementor a Tax Incentive Guaranty) shall constitute a “liability” for purposes of determining Consolidated Tangible Net Worth (but other liabilities that are current and payable to a party other than the Company or a Subsidiary in connection with the Tax Incentive Property such as indemnification obligations shall constitute a “liability”).

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10.24Judgment Currency.If,forthepurposesofobtainingjudgmentinanycourt,itis necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of eachLoanPartyinrespectofanysuchsumduefromittotheAdministrativeAgentoranyLender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to theextentthatontheBusinessDayfollowingreceiptbytheAdministrativeAgentorsuchLender, asthecasemaybe,ofanysumadjudgedtobesodueintheJudgmentCurrency,theAdministrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Loan Party in the Agreement Currency, such Loan Party agrees, as a separate obligationandnotwithstandinganysuchjudgment,toindemnifytheAdministrativeAgentorsuch Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchasedisgreaterthanthesumoriginallyduetotheAdministrativeAgentoranyLenderinsuch currency,theAdministrativeAgentorsuchLender,asthecasemaybe,agreestoreturntheamount of any excess to such Loan Party (or to any other Person who may be entitled thereto under Applicable Law).

10.25Acknowledgement Regarding Any Supported QFCs.To the extent that the LoanDocumentsprovidesupport,throughaguaranteeorotherwise,foranySwapContractorany otheragreementorinstrumentthatisaQFC(suchsupport,“QFC Credit Support”,andeachsuch QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (togetherwiththeregulationspromulgatedthereunder,the“U.S. Special Resolution Regimes”)in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States).

(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of suchSupportedQFCandthebenefitofsuchQFCCreditSupport(andanyinterestandobligation inorundersuchSupportedQFCandsuchQFCCreditSupport,andanyrightsinpropertysecuring such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to thesameextentasthetransferwouldbeeffectiveundertheU.S.SpecialResolutionRegimeifthe Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the eventaCoveredPartyoraBHCActAffiliateofaCoveredPartybecomessubjecttoaproceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwiseapplytosuchSupportedQFCoranyQFCCreditSupportthatmaybeexercisedagainst such Covered Party are permitted to be exercised to no greater extent than such Default Rights couldbeexercisedundertheU.S.SpecialResolutionRegimeiftheSupportedQFCandtheLoan DocumentsweregovernedbythelawsoftheUnitedStatesorastateoftheUnitedStates.Without

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limitationoftheforegoing,itisunderstoodandagreedthatrightsandremediesofthepartieswith respecttoaDefaultingLendershallinnoeventaffecttherightsofanyCoveredPartywithrespect to a Supported QFC or any QFC Credit Support.

(b)AsusedinthisSection 10.25,the followingtermshavethefollowing meanings: “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity”meansanyofthefollowing:(i)a“coveredentity”asthattermisdefined in,andinterpretedinaccordancewith,12C.F.R.§252.82(b);(ii)a“coveredbank”asthattermis definedin,andinterpretedinaccordancewith,12C.F.R.§47.3(b);or(iii)a“coveredFSI”asthat term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

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

“QFC”hasthemeaningassignedtotheterm“qualifiedfinancialcontract”in,andshallbe interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

ARTICLE 7.  ARTICLE XI. CONTINUING GUARANTY

11.01Guaranty. The Company and each Designated Borrower that is a Domestic Subsidiary (the “Borrower Guarantors”), jointly and severally with the other Guarantors, hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Creditor Parties, and whether arising hereunder or under any other Loan Document (including all renewals, extensions, amendments andothermodificationsthereofandallcosts,attorneys’feesandexpensespayabletotheCreditor Parties pursuant to the terms of this Agreement, including Section 10.04(a), or any other Loan Document);provided thattheliabilityofeachBorrowerGuarantorthatisaDesignatedBorrower individuallywithrespecttothisBorrowerGuarantyshallbelimitedtoanaggregateamountequal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicablestatelaw.Withoutlimitingthegeneralityoftheforegoing,theObligationsshallinclude any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Borrower under any Debtor Relief Laws.The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Borrower Guarantors, and conclusive for the purpose of establishing the amount of the Obligations.This Borrower Guaranty shall not be affected by thegenuineness, validity, regularity orenforceability oftheObligationsoranyinstrumentoragreementevidencinganyObligations,orbytheexistence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any factor circumstance relatingto theObligations which might otherwiseconstitutea defense tothe obligations of any Borrower Guarantor under this Borrower Guaranty, and each Borrower Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any

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way relating to any or all of the foregoing, other than the defense of payment in full of the Obligations.

11.02Rights of Lenders.EachBorrowerGuarantorconsentsandagreesthattheCreditor Parties may, at any time and from time to time, without notice or demand, and without affecting theenforceabilityorcontinuingeffectivenesshereof:(a)amend,extend,renew,compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Obligations or anypartthereof;(b)take,hold,exchange,enforce,waive,release,failtoperfect,sell,orotherwise disposeofanysecurityforthepaymentofanyGuarantyoranyObligations;(c)applysuchsecurity anddirecttheorderormannerofsalethereofastheAdministrativeAgent,theL/CIssuersandthe Lenders in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Obligations.Without limiting the generality of the foregoing,eachBorrowerGuarantorconsentstothetakingof,orfailuretotake,anyactionwhich might in any manner or to any extent vary the risks of the Borrower Guarantors under this Borrower Guaranty or which, but for this provision, might operate as a discharge of one or more of the Borrower Guarantor.

11.03Certain Waivers.Each Borrower Guarantor waives (a) any defense arising by reasonofanydisabilityorotherdefenseofanyotherBorrower,anyotherLoanPartyoranyother guarantor, or the cessation from any cause whatsoever (including any act or omission of any Creditor Party other than bad faith, gross negligence or willful misconduct of such Credit Party) of the liability of any Borrower; (b) any defense based on any claim that any such Borrower Guarantor’sobligationsexceedoraremoreburdensomethanthoseofanyBorrower;(c)thebenefit ofanystatuteoflimitationsaffectingsuchBorrowerGuarantor’sliabilityhereunder;(d)anyright toproceedagainstanyBorroweroranyotherLoanParty,proceedagainstorexhaustanysecurity for the Obligations, or pursue any other remedy in the power of any Creditor Party whatsoever untilalloftheObligationsandanyamountspayableunderthisBorrowerGuarantyhavebeenpaid and performed in full and the Commitments and the Facilities are terminated; (e) any benefit of andanyrighttoparticipateinanysecuritynoworhereafterheldbyanyCreditorPartyuntilallof the Obligations and any amounts payable under this Borrower Guaranty have been paid and performed in full and the Commitments and the Facilities are terminated; and (f) to the fullest extentpermittedbylaw,anyandallotherdefensesorbenefitsthatmaybederivedfromorafforded by Applicable Law limiting the liability of or exonerating guarantors or sureties, other than the defense of payment in full of the Obligations.Each Borrower Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other noticesordemandsofanykindornaturewhatsoeverwithrespecttotheObligations,andallnotices of acceptance of this Borrower Guaranty or of the existence, creation or incurrence of new or additional Obligations.

11.04Obligations Independent.TheobligationsofeachBorrowerGuarantorhereunder arethoseofprimaryobligor,andnotmerelyassurety,andareindependentoftheObligationsand theobligationsofanyotherguarantor,andaseparateactionmaybebroughtagainstanyBorrower GuarantortoenforcethisBorrowerGuarantywhetherornotanyBorroweroranyotherPersonor entityisjoinedasaparty.Fortheavoidanceofdoubt,allobligationsofeachBorrowerGuarantor under this Borrower Guaranty are joint and several obligations of all the Borrower Guarantors.

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11.05Subrogation.No Borrower Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Borrower Guaranty until all of the Obligations and any amounts payable under this BorrowerGuarantyhavebeenpaidandperformedinfullandtheCommitmentsandtheFacilities are terminated.If any amounts are paid to any Borrower Guarantor in violation of the foregoing limitation,thensuchamountsshallbeheldintrustforthebenefitoftheCreditorPartiesandshall forthwithbepaidtotheCreditorPartiestoreducetheamountoftheObligations,whethermatured or unmatured.

11.06Termination; Reinstatement.ThisBorrowerGuarantyisacontinuing,absolute, unconditional and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect until all Obligations and any other amounts payable under this BorrowerGuarantyarepaidinfullincashandtheCommitmentsandtheFacilitieswithrespectto the Obligations are terminated.Notwithstanding the foregoing, this Borrower Guaranty shall continueinfullforceandeffectorberevived,asthecasemaybe,ifanypaymentbyoronbehalf of any Borrower or any Guarantor is made, or any of the Creditor Parties exercises its right of setoff, in respect of the Obligations and such payment or the proceeds of such setoff or any part thereofissubsequentlyinvalidated,declaredtobefraudulentorpreferential,setasideorrequired toberepaidtoatrustee,receiveroranyotherparty,inconnectionwithanyproceedingunderany DebtorReliefLawsorotherwise,allasifsuchpaymenthadnotbeenmadeorsuchsetoffhadnot occurredandwhetherornottheCreditorPartiesareinpossessionoforhavereleasedthisBorrower Guaranty and regardless of any prior revocation, rescission, termination or reduction.The obligations of the Borrower Guarantors under this Section 11.06 shall survive termination of this Borrower Guaranty.

11.07Subordination.EachBorrowerGuarantorherebysubordinatesthepaymentofall obligations and indebtedness of any other Borrower owing to such Borrower Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of any Borrower to such Borrower Guarantor as subrogee of the Creditor Parties or resulting from such Borrower Guarantor’s performance under this Borrower Guaranty, to the payment in full in cash of all Obligations.No Borrower Guarantorwill seek, accept, orretain forits own account any payment from any other Borrower on account of such subordinated debt from any other Borrower at any time when a Default exists, and any such payments to a Borrower Guarantor made while any Default then exists on account of such subordinated debt shall be collected and received by such BorrowerGuarantorastrusteefortheCreditorPartiesandtheproceedsthereofshallbepaidover to the Creditor Parties on account of the Obligations, but without reducing or affecting in any manner the liability of any Borrower Guarantor under this Borrower Guaranty.

11.08Stay of Acceleration.If acceleration of the time for payment of any of the Obligations is stayed, in connection with any case commenced by or against any Borrower Guarantor or any otherLoan Partyunder any Debtor ReliefLaws, or otherwise, all such amounts shall nonetheless be payable by the Borrower Guarantors immediately upon demand by the Creditor Parties.

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11.09Condition of Loan Parties.Each Borrower Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Loan Parties and any other guarantor such information concerning the financial condition, business and operationsoftheLoanPartiesandanysuchotherguarantorassuchBorrowerGuarantorrequires, and that none of the Creditor Parties has any duty, and no Borrower Guarantor is relying on the Creditor Parties at any time, to disclose to such Borrower Guarantor any information relating to the business, operations or financial condition of any Loan Party or any other guarantor (such Borrower Guarantor waiving any duty on the part of the Creditor Parties to disclose such information and any defense relating to the failure to provide the same).

11.10 Contribution.AtanytimeapaymentinrespectoftheObligationsismadeunder this Borrower Guaranty, the right of contribution of each Borrower Guarantor against each other BorrowerGuarantorshallbedeterminedasprovidedintheimmediatelyfollowingsentence,with therightofcontributionofeachBorrowerGuarantortoberevisedandrestatedasofeachdateon which a payment (a “Relevant Payment”) is made on the Obligations under this Borrower Guaranty.At any time that a Relevant Payment is made by a Borrower Guarantor that results in the aggregate payments made by such Borrower Guarantor in respect of the Obligations to and including the date of the Relevant Payment exceeding such Borrower Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all Borrower Guarantors in respect of the Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Borrower Guarantor shall have a right of contribution against each other Borrower Guarantor who either has not made any payments or has made payments in respect of the Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Borrower Guarantor’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Borrower Guarantors in respect of the Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the numerator of which is the Aggregate Excess Amount of such Borrower Guarantor and the denominator of which is the Aggregate Excess Amount of all Borrower Guarantors multiplied by (y) the Aggregate Deficit Amount of such other Borrower Guarantor.A Borrower Guarantor’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment at the time of each computation; provided, that no Borrower Guarantor may take any action to enforce such right until after all Obligations and any other amounts payable under this Borrower Guaranty are paidinfullincashandtheCommitmentsareterminated,itbeingexpresslyrecognizedandagreed by all parties hereto that any Borrower Guarantor’s right of contribution arising pursuant to this Section 11.10 against any other Borrower Guarantor shall be expressly junior and subordinate to such other Borrower Guarantor’s obligations and liabilities in respect of the Obligations and any other obligations owing under this Borrower Guaranty.As used in this Section 11.10, (i) each Borrower Guarantor’s“Contribution Percentage”shallmean the percentageobtained bydividing

(x) the Adjusted Net Worth (as defined below) of such Borrower Guarantor by (y) the aggregate AdjustedNetWorthofallBorrowerGuarantors;(ii)the“AdjustedNetWorth”ofeachBorrower Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Borrower Guarantor and (y) zero; and (iii) the “Net Worth” of each Borrower Guarantor shall mean the amount by which the fair saleable value of such Borrower Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Obligations arising under this Borrower Guaranty) on

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such date. Each of the Borrower Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution.In thisconnection,eachBorrowerGuarantorhastherighttowaiveitscontributionrightagainstany BorrowerGuarantortotheextentthataftergivingeffecttosuchwaiversuchBorrowerGuarantor would remain Solvent.

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IN WITNESS WHEREOF,thepartiesheretohavecausedthisAgreementtobeduly executed as of the date first above written.

[Signature Page to Third Amended and Restated Credit and Term Loan Agreement]