8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2023

STORE Capital Corporation

(Exact name of registrant as specified in its charter)

(STORE Capital LLC as successor by merger to STORE Capital Corporation)

(Exact name of registrant as specified in its charter)

Maryland	001-36739	45-2280254
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

8377 East Hartford Drive, Suite 100

Scottsdale, AZ 85255

(Address of Principal Executive Offices, Including Zip Code)

(480) 256-1100

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	STOR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐        

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Introductory Note

This Current Report on Form 8-K is being filed in connection with the completion on February 3, 2023 (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of September 15, 2022 (the “Merger Agreement”), by and among STORE Capital Corporation, a Maryland corporation (“STORE”), Ivory Parent, LLC, a Delaware limited liability company (“Parent”), and Ivory REIT, LLC, a Delaware limited liability company (“Merger Sub” and, together with Parent, the “Parent Parties”). The Parent Parties are affiliates of GIC, a global institutional investor, and Oak Street Real Estate Capital, a division of Blue Owl Capital, Inc. Pursuant to the Merger Agreement, on the Closing Date, STORE merged with and into Merger Sub (the “Merger”), with Merger Sub surviving (the “Surviving Entity”) as a subsidiary of Parent and Ivory SuNNNs LLC, an affiliate of GIC, and the separate existence of STORE ceased. Immediately following the completion of the Merger, the Surviving Entity changed its name to “STORE Capital LLC.” Unless otherwise indicated or the context requires otherwise, references in this report to the “Company” refer to STORE Capital LLC and its subsidiaries.

Item 1.01 Entry Into a Material Definitive Agreement.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Term Loan Facility and Property Management Agreement

In connection with the completion of the Merger, on the Closing Date, the Company entered into a credit agreement, dated as of February 3, 2023 (the “Credit Agreement”), among each of STORE Master Funding VIII, LLC, STORE Master Funding IX, LLC, STORE Master Funding XI, LLC, STORE Master Funding XIII, LLC, STORE Master Funding XVI, LLC, STORE Master Funding XVII, LLC, STORE Master Funding XVIII, LLC, STORE Master Funding XXI, LLC, STORE Master Funding XXII, LLC, STORE Master Funding XXIII, LLC, STORE Master Funding XXIV, LLC, STORE Master Funding XXV, LLC, STORE Master Funding XXVI, LLC and STORE Master Funding XXVII, LLC (collectively, the “Borrowers”), Credit Suisse AG, Cayman Islands Branch, as administrative agent (the “Administrative Agent”), Citibank, N.A., as payment agent, and the other lenders and parties identified therein. Each of the Borrowers is a Delaware limited liability company and a wholly owned, special purpose, bankruptcy-remote, indirect subsidiary of the Company.

The Credit Agreement provides for a secured term loan of $2.0 billion (the “Term Loan Facility”). Unless otherwise terminated pursuant to the terms of the Credit Agreement, the Term Loan Facility matures in February 2025, subject to two six-month extension options that the Company may exercise pursuant to certain terms and conditions, including payment of an extension fee. Amounts outstanding under the Term Loan Facility will bear interest at a floating rate equal to the one-month Secured Overnight Financing Rate (“SOFR”), plus a spread of 2.75%; provided that, if amounts outstanding on May 3, 2023 (the date that is three months following the Closing Date) is greater than $1.5 billion, the spread will automatically increase to 3.00%. The Credit Facility is secured by a collateral pool of properties owned by the Borrowers and is generally non-recourse to the Company (subject to certain customary limited exceptions).

In connection with entering into the Credit Agreement, the Company also entered into the Property Management and Servicing Agreement, dated as of February 3, 2023 (the “Property Management Agreement”), among the Borrowers, the Company, KeyBank National Association (“KeyBank”), as back-up manager (the “Back-Up Manager”), and the Administrative Agent. Under the Property Management Agreement, the Company serves as the property manager and special servicer and is responsible for servicing and administering the assets securing the Term Loan Facility. The Back-Up Manager, in its capacity as subservicer for the Company, is responsible for, among other things, collecting and remitting monthly lease payments and other amounts to the Administrative Agent on behalf of the Company.

The Borrowers are subject to certain restrictive covenants under the Credit Agreement and the Property Management Agreement, including with respect to the type of business they may conduct and other customary covenants for a bankruptcy-remote special purpose entity. The Credit Agreement and the Property Management Agreement permit the Borrowers to substitute real estate collateral from time to time for assets securing the Term Loan Facility, subject to certain conditions and limitations. The Property Management Agreement requires the Company to make reimbursable servicing advances in respect of the collateral under certain circumstances.

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The foregoing descriptions of the Credit Agreement and the Property Management Agreement do not purport to be complete and are qualified in their entirety by the full text of the Credit Agreement and the Property Management Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.

Unsecured Revolving Credit Facility and Term Loan

In connection with the completion of the Merger, on the Closing Date, the Company entered into a credit agreement, dated as of February 3, 2023 (the “Unsecured Credit Agreement”), with KeyBank, as administrative agent, and the other lenders and parties identified therein. The Unsecured Credit Agreement provides for a senior unsecured revolving credit facility of up to $500 million, with a sublimit of $200 million for swingline loans and $75 million for letters of credit (the “Unsecured Revolving Credit Facility”) and an unsecured term loan of $600 million (the “Unsecured Term Loan”). The Unsecured Credit Agreement also includes capacity for uncommitted incremental term loans and revolving commitments, whether in the form of additional facilities or an increase to the existing facilities, up to an aggregate amount for all revolving commitments and term loans under the Unsecured Credit Agreement of $2.5 billion. Unless otherwise terminated pursuant to the terms of the Unsecured Credit Agreement, the Unsecured Revolving Credit Facility matures in February 2027, subject to two six-month extension options that the Company may exercise pursuant to certain terms and conditions, including payment of an extension fee, and the Unsecured Term Loan matures in April 2027. Amounts outstanding under the Unsecured Revolving Credit Facility and the Unsecured Term Loan will bear interest at floating rates equal to, at the Company’s option, either (i) SOFR plus an applicable margin or (ii) a Base Rate (as defined in the Unsecured Credit Agreement) plus an applicable margin. Depending on the Company’s consolidated total leverage ratio (as defined in the Unsecured Credit Agreement), the Unsecured Revolving Credit Facility spread ranges from 1.00% to 1.45% for SOFR borrowings and from 0.00% to 0.45% for Base Rate borrowings and the Unsecured Term Loan spread ranges from 1.10% to 1.70% for SOFR borrowings and from 0.10% to 0.70% for Base Rate borrowings. Subject to KeyBank (at the direction of lenders having more than 50% of the aggregate amount of the commitments and the outstanding term loans of all lenders under the Unsecured Credit Agreement) and the Company agreeing on environmental sustainability metric procedures, and the Company’s satisfaction thereof, the margins applicable to SOFR and Base Rate borrowings, and the letter of credit fees, may be reduced by one basis point. Additionally, the Company is required to pay a facility fee on the total commitment amount of the Unsecured Revolving Credit Facility (whether or not utilized) ranging from 0.15% to 0.30%, depending on the Company’s consolidated total leverage ratio. The Unsecured Credit Agreement contains various restrictive financial and nonfinancial covenants which, among other things, require the Company to maintain certain leverage ratios, cash flow and debt service coverage ratios and secured borrowing ratios.

In connection with the completion of the Merger, on the Closing Date, the Company repaid in full all indebtedness, liabilities and other obligations outstanding under the prior revolving credit agreement and term loan agreement (see Item 1.02 below) and, as of February 3, 2023, there were no amounts outstanding under the Unsecured Revolving Credit Facility.

The foregoing description of the Unsecured Credit Agreement does not purport to be complete and is qualified in its entirety by the full text of the Unsecured Credit Agreement, a copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Fifth Supplemental Indenture

In connection with the completion of the Merger, on the Closing Date, the Company, STORE and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), entered into the Supplemental Indenture No. 5 (the “Fifth Supplemental Indenture”) to the Indenture, dated as of March 15, 2018, between STORE and the Trustee, as supplemented by the Supplemental Indenture No. 1, dated as of March 15, 2018, the Supplemental Indenture No. 2, dated as of February 28, 2019, the Supplemental Indenture No. 3, dated as of November 18, 2020, and the Supplemental Indenture No. 4, dated as of November 17, 2021 (the base indenture, as so supplemented, the “Indenture”), pursuant to which the Company assumed STORE’s obligations under the Indenture and the following outstanding securities issued thereunder: (i) $350 million aggregate principal amount of 4.50% Senior Notes due 2028; (ii) $350 million aggregate principal amount of 4.625% Senior Notes due 2029; (iii) $350 million aggregate principal amount of 2.750% Senior Notes due 2030 and (iv) $375 million aggregate principal amount of 2.700% Senior Notes due 2031.

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The foregoing description of the Fifth Supplemental Indenture does not purport to be complete and is qualified in its entirety by the full text of the Fifth Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note and Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the completion of the Merger, on the Closing Date, STORE repaid in full all indebtedness, liabilities and other obligations outstanding under, and terminated, (i) the Second Amended and Restated Credit Agreement, dated June 3, 2021, by and among STORE, as borrower, KeyBank, as administrative agent, and the other lenders and parties identified therein, which provided for a senior unsecured revolving credit facility of up to $600 million, with a sublimit of $200 million for swingline loans and $75 million for letters of credit and (ii) the Term Loan Agreement, dated as of April 28, 2022, by and among STORE, as borrower, KeyBank, as administrative agent, and the other lenders and parties identified therein, which provided for a senior unsecured term loan of $600 million.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the terms and conditions of the Merger Agreement, at or immediately prior to, as applicable, the effective time of the Merger (the “Merger Effective Time”), among other things:

• Common Stock: Each share of common stock of STORE, par value $0.01 per share (“Common Stock”), other than shares of Common Stock held by STORE, the Parent Parties or any of their respective wholly-owned subsidiaries, issued and outstanding immediately prior to the Merger Effective Time, was automatically cancelled and converted into the right to receive an amount in cash equal to $32.25 per share (the “Merger Consideration”), without interest.

• Restricted Stock: Each outstanding award of restricted shares of Common Stock granted pursuant to the STORE Capital Corporation 2015 Omnibus Equity Incentive Plan (including any amendments, the “Equity Incentive Plan”) automatically became fully vested and all restrictions and repurchase rights thereon lapsed, and thereafter all shares of Common Stock represented thereby were considered outstanding for all purposes under the Merger Agreement and subject to the right to receive an amount in cash equal to the Merger Consideration, less required withholding taxes.

• Performance Units: Outstanding awards of performance-based restricted share units with respect to shares of Common Stock (“Performance Units”) granted pursuant to the Equity Incentive Plan automatically became earned and vested in accordance with the actual level of performance of STORE as of the date of execution of the Merger Agreement, and thereafter were cancelled and, in exchange therefor, each holder of any such cancelled vested Performance Units ceased to have any rights with respect thereto, except the right to receive as of the Merger Effective Time, in consideration for the cancellation of such vested Performance Units and in settlement therefor, an amount in cash equal to (i) the product of (a) the Merger Consideration and (b) the number of so-determined earned performance shares subject to such vested Performance Units, without interest, less required withholding taxes and (ii) an amount equivalent to all accrued and unpaid cash dividends that would have been paid on the number of so-determined earned shares of Common Stock subject to such vested Performance Units as if they had been issued and outstanding from the date of grant up to, and including, the Merger Effective Time, less required withholding taxes.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to STORE’s Current Report on Form 8-K filed on September 15, 2022 and is incorporated herein by reference.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in the Introductory Note and Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On February 3, 2023, in connection with the completion of the Merger, the Company requested that the New York Stock Exchange (the “NYSE”) suspend trading in the shares of Common Stock and file with the Securities and Exchange Commission (“SEC”) a notification of removal from listing and registration on Form 25 to effect the delisting of the Common Stock from the NYSE and deregistration of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in the Introductory Note and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

On February 3, 2023, the Company issued 125 Series A Preferred Units (the “Series A Preferred Units”) for an aggregate cash amount of $125,000. The issuance of the Series A Preferred Units was made in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

At the Merger Effective Time, the holders of shares of Common Stock outstanding immediately before the Merger ceased to have any rights as stockholders of STORE (other than their right to receive the Merger Consideration).

Upon issuance of the Series A Preferred Units referenced in Item 3.02 above and Item 5.03 below, the ability of the Company to make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment on, the common units or any other membership interests or equity securities issued by the Company ranking junior to or on a parity with the Series A Preferred Units will be subject to certain restrictions in the event that the Company does not declare distributions on the Series A Preferred Units during any distribution period.

Item 5.01 Change in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the Merger, at the Merger Effective Time, a change of control of STORE occurred, and Merger Sub as successor by merger to STORE, remains a subsidiary of Parent, an affiliate of GIC and Oak Street Real Estate Capital, and Ivory SuNNNs LLC, an affiliate of GIC.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Board of Directors

As a result of the Merger and pursuant to the Merger Agreement, at the Merger Effective Time, STORE ceased to exist and Merger Sub continued as the Surviving Entity. In connection with the completion of the Merger, at the Merger Effective Time, each of Jawad Ahsan, Joseph M. Donovan, David M. Edwards, Mary B. Fedewa, Morton H. Fleischer, William F. Hipp, Tawn Kelley, Catherine D. Rice and Quentin P. Smith, Jr. resigned from the Board of Directors of STORE and any committee or subcommittee thereof. These resignations were in connection with the Merger and not as a result of any disagreements between STORE and the resigning individuals on any matters relating to STORE’s operations, policies or practices.

In connection with the completion of the Merger, as specified in the Second Amended and Restated Limited Liability Company Agreement of Merger Sub, dated as of February 1, 2023 (the “Second Amended and Restated Operating Agreement”), Mary B. Fedewa, Adam Gallistel, Jesse Hom, Michael Reiter, Daniel Santiago and Marc Zahr were appointed to the Board of Directors of Merger Sub, effective as of February 1, 2023, and, as a result of the Merger, at the Merger Effective Time, such persons constituted the Board Directors of the Surviving Entity (the “Board”). Biographical information with respect to each member of the Board is set forth in Exhibit 99.2 attached hereto and is incorporated herein by reference.

Executive Officers

As a result of the Merger and pursuant to the Merger Agreement, at the Merger Effective Time, STORE ceased to exist and Merger Sub continued as the Surviving Entity. At the Merger Effective Time, Mary B. Fedewa, Craig A. Barnett, Chad A. Freed, Lori Markson, Tyler S. Maertz, David Alexander McElyea and Ashley A. Dembowski ceased to be officers of STORE by operation of the Merger.

On February 1, 2023, the Board appointed the following individuals to the offices of Merger Sub set forth opposite their names and as a result of the Merger, at the Merger Effective Time, to the offices of the Surviving Entity:

• Mary B. Fedewa – President, Chief Executive Officer and Assistant Secretary

• Craig A. Barnett – Executive Vice President – Underwriting & Portfolio Management

• Chad A. Freed – Executive Vice President – General Counsel, Chief Compliance Officer and Secretary

• Lori Markson – Executive Vice President – Portfolio Operations

• Tyler S. Maertz – Executive Vice President - Acquisitions

• David Alexander McElyea – Executive Vice President - Data Analytics & Business Strategy

• Ashley A. Dembowski – Senior Vice President – Corporate Controller & Chief Accounting Officer

Biographical information with respect to each executive officer of the Company is set forth in Exhibit 99.2 attached hereto and is incorporated herein by reference.

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Compensatory Plans

Pursuant to the terms of the Merger Agreement, in connection with the completion of the Merger, STORE terminated the Equity Incentive Plan, the STORE Capital Corporation 2012 Long-Term Incentive Plan and the STORE Capital Corporation Retirement Succession Policy.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the completion of the Merger, at the Merger Effective Time, (i) the Articles of Amendment and Restatement and Fourth Amended and Restated Bylaws of STORE ceased to be in effect and (ii) the Certificate of Formation of Merger Sub and the Second Amended and Restated Operating Agreement became the organizational documents of Surviving Entity. Immediately following the Merger Effective Time, the Surviving Entity amended and restated the Second Amended and Restated Operating Agreement (the Third Amended and Restated Limited Liability Company Agreement, dated as of February 3, 2023, the “Operating Agreement”) and amended the Certificate of Formation of the Surviving Entity (as amended and in effect on the date hereof, the “Certificate of Formation”), and the Operating Agreement and the Certificate of Formation became the organizational documents of the Company.

Among other things, the Operating Agreement classified and designated 125 Series A Preferred Units. The Series A Preferred Units will, with respect to distribution and redemption rights and rights upon liquidation, dissolution or winding up of the Company, rank senior to the Company’s common units and to all other membership interests and equity securities issued by the Company (collectively, the “Junior Securities”). The terms “membership interests” and “equity securities” shall not include convertible debt securities unless and until such securities are converted into equity securities of the Company. Each holder of the then outstanding Series A Preferred Units will be entitled to receive, when and as authorized by the Board, out of funds legally available for the payment of distributions, cumulative preferential cash distributions at the rate of 12.0% per annum of the total of $1,000 per unit, plus all accumulated and unpaid distributions thereon. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company (each, a “Liquidation Event”), the holders of Series A Preferred Units then outstanding will be entitled to be paid, out of the assets of the Company legally available for distribution to its members, a liquidation preference equal to the sum of the following (collectively, the “Liquidation Preference”): (i) $1,000 per unit; (ii) all accumulated and unpaid distributions thereon through and including the date of payment and (iii) if the Liquidation Event occurs before the Redemption Premium (as defined below) right expires, the per unit Redemption Premium in effect on the date of payment of the Liquidation Preference, before any distribution of assets is made to holders of any Junior Securities. The Company, at its option, may redeem some or all of the Series A Preferred Units at any time or from time to time, for cash at a redemption price equal to $1,000 per unit, plus all accrued but unpaid distributions thereon to and including the date fixed for redemption, plus a redemption premium per unit (the “Redemption Premium”) calculated as follows based on the date fixed for redemption: (i) until December 31, 2024, $100 and (ii) thereafter, no Redemption Premium.

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The foregoing descriptions of the Operating Agreement and the Certificate of Formation do not purport to be complete and are qualified in their entirety by the full text of the Operating Agreement and the Certificate of Formation, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 8.01 Other Events.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

On February 3, 2023, the Company issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Prior to the consummation of the Merger, STORE was a party to (i) the Note Purchase Agreement, dated as of November 19, 2015, by and among STORE and the purchasers identified therein (the “2015 Note Purchase Agreement”), pursuant to which STORE issued $100,000,000 aggregate principal amount of its 5.24% Senior Notes, Series B, due November 21, 2024 (the “Series B Notes”), and (ii) the Note Purchase Agreement, dated as of April 28, 2016, by and among STORE and the purchasers identified therein (the “2016 Note Purchase Agreement” and, together with the 2015 Note Purchase Agreement, the “Note Purchase Agreements”), pursuant to which STORE issued $200,000,000 aggregate principal amount of its 4.73% Senior Notes, Series C, due April 28, 2026 (the “Series C Notes” and, together with the Series B Notes, the “Notes”). Pursuant to the Note Purchase Agreements, following the occurrence of a “Change of Control” (as defined in the Note Purchase Agreements), STORE is required to offer to prepay all, but not less than all, of the outstanding Notes held by each registered holder at 100% of the aggregate principal amount of such Notes together with accrued and unpaid interest thereon, if any, to, but excluding, the prepayment date. In connection with the completion of the Merger (which constitutes a “Change of Control” under the Notes Purchase Agreements), on February 3, 2023, the Company commenced an offer to repurchase the Notes at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon (the “Change of Control Offer”). The Change of Control Offer will be made pursuant to a change of control notice and offer to purchase and an accompanying notice of acceptance.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
2.1	Agreement and Plan of Merger, dated as of September 15, 2022, by and among Ivory Parent, LLC, Ivory REIT, LLC, and STORE Capital Corporation (incorporated by reference to Exhibit 2.1 to STORE Capital Corporation’s Current Report on Form 8-K, filed on September 15, 2022).
3.1	Third Amended and Restated Limited Liability Company Agreement of Ivory REIT, LLC, dated as of February 3, 2023.
3.2	Certificate of Formation of Ivory REIT, LLC, dated August 30, 2022, as amended effective February 3, 2023.
4.1	Supplemental Indenture No. 5, dated as of February 3, 2023, by and between Ivory REIT, LLC, STORE Capital Corporation and Wilmington Trust Company, as Trustee.

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10.1	Credit Agreement, dated as of February 3, 2023, among the Borrowers identified therein, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, Citibank, N.A., as Payment Agent, and the other lenders identified therein.
10.2	Property Management and Servicing Agreement, dated as of February 3, 2023, among the Borrowers identified therein, Ivory REIT, LLC (renamed STORE Capital LLC following the Merger Effective Time), as Property Manager and Special Servicer, KeyBank National Association, as Back-Up Manager, and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent.
10.3	Credit Agreement, dated as of February 3, 2023, by and among Ivory REIT, LLC (renamed STORE Capital LLC following the Merger Effective Time), KeyBank National Association, as Administrative Agent, and the other lenders and parties identified therein.
99.1	Press Release, issued February 3, 2023.
99.2	Biographical Information for Directors and Executive Officers.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STORE Capital LLC (as successor by merger to STORE Capital Corporation)
Dated: February 3, 2023
	By:	/s/ Chad A. Freed
		Chad A. Freed
		Executive Vice President – General Counsel

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EX-3.1

Exhibit 3.1

Execution Version

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

STORE CAPITAL LLC,

a Delaware limited liability company

Dated as of February 3, 2023

TABLE OF CONTENTS

ARTICLE I CERTAIN DEFINITIONS		2
1.1	Certain Defined Terms	2
1.2	Interpretation	15
ARTICLE II ESTABLISHMENT OF THE COMPANY		17
2.1	Formation of the Company	17
2.2	Company Name	17
2.3	Purposes	17
2.4	Principal Place of Business and Address	18
2.5	Agent for Service and Registered Office	18
2.6	Term	18
2.7	Members	18
ARTICLE III CAPITAL CONTRIBUTIONS, MEMBERS AND UNITS		18
3.1	Capital Contributions	18
3.2	[Intentionally Deleted]	23
3.3	Company Units	23
3.4	Capital Structure Adjustments	24
ARTICLE IV COMMON MEMBERSHIP INTERESTS		24
4.1	Voting	24
4.2	Distributions	25
4.3	Liquidation and Dissolution	28
4.4	No Preemptive Rights	29
4.5	Redemption	29
4.6	Conversion	29
4.7	Actions; Voting Rights	29
4.8	Compensation	29
4.9	Meetings	29
4.10	Liability	29
ARTICLE V UNIT HOLDER MATTERS		30
5.1	Registered Ownership	30
5.2	Transfer of Units	30
5.3	Record Holders/ Assignments	30
5.4	Addresses of Members	30
ARTICLE VI BOARD, MANAGEMENT AND OPERATIONS		30
6.1	Board	30
6.2	Meetings and Written Actions of the Board	32
6.3	Board Action	32
6.4	Duty	33
6.5	Management	34
6.6	Company Management	35
6.7	[Intentionally Deleted]	35

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6.8	Action	35
6.9	Affiliate Arrangements/Conflicts	35
6.10	Annual Business Plan and Budget	36
6.11	Supplemental Budgets	37
6.12	Documentation/Deliveries	37
6.13	Company Liabilities	37
6.14	New Members	37
6.15	Other Activities of Members	38
6.16	Waiver of Fiduciary Duties	38
6.17	Company Acquisitions	38
6.18	Regulatory Requirements and Cooperation	38
6.19	Side Car Investment	40
ARTICLE VII [INTENTIONALLY DELETED]		41
ARTICLE VIII GENERAL REIT PROVISIONS		41
8.1	Qualifying and Maintaining Qualification as a REIT	41
8.2	Termination of REIT Status	42
8.3	Intentionally Deleted	42
8.4	REIT Consultant	42
8.5	REIT Opinions	42
8.6	Transferable Shares	43
ARTICLE IX INDEMNIFICATION OF MEMBERS AND THEIR AFFILIATES		43
9.1	Liability and Indemnification of the Members	43
ARTICLE X LIMITATIONS ON TRANSFER AND OWNERSHIP OF UNITS		45
10.1	Restriction on Ownership and Transfer	45
10.2	Owners Required to Provide Information	46
10.3	Excess Units	46
10.4	Designation of Permitted Transferee	49
10.5	Compensation to Record Holder of Equity Interests That Are Converted into Excess Units	49
10.6	Purchase Right in Excess Units	50
10.7	Ambiguity	50
10.8	Remedies Not Limited	50
ARTICLE XI DISSOLUTION AND LIQUIDATION.		51
11.1	Dissolution	51
11.2	Member Withdrawal/Bankruptcy	51
11.3	Procedures	51
11.4	No Recourse to Assets of Members	52
11.5	Termination of the Company	52
ARTICLE XII FISCAL AND ADMINISTRATIVE MATTERS		52
12.1	Deposits	52
12.2	Books and Records	52
12.3	Reports	52
12.4	Accounting and Fiscal Year	53
12.5	Company Accountant	53
12.6	Appointment of the Paying Agent	53

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ARTICLE XIII MISCELLANEOUS		53
13.1	Counterparts	53
13.2	Survival of Rights	53
13.3	Severability	53
13.4	Notification or Notices	54
13.5	Time of the Essence	54
13.6	Third Party Beneficiaries	54
13.7	Entire Agreement/Amendment	54
13.8	Waiver	54
13.9	Confidentiality	55
13.10	Brokers	56
13.11	Expenses	56
13.12	Certain Waivers	57
13.13	Members’ Representations, Warranties and Covenants	57
13.14	Governing Law	59
13.15	Arbitration	60
13.16	Privacy; Personal Data	62
13.17	Anti-Bribery/Corruption Policy	62
13.18	Further Assurances	62

SCHEDULES & EXHIBITS

Exhibit A – Terms of Series A Preferred Units

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THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY

AGREEMENT OF STORE CAPITAL LLC

This Third Amended and Restated Limited Liability Company Agreement (as amended, restated or otherwise modified from time to time, this “Agreement”) of STORE Capital LLC (f/k/a Ivory REIT, LLC), a Delaware limited liability company (the “Company”), dated as of February 3, 2023 (“Effective Date”), by and among Ivory SuNNNs LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “G Member”), and Ivory Parent, LLC, a Delaware limited liability company (“Ivory Parent Member”, and together with G Member, and any other party that acquires or owns Common Units and is admitted a member of the Company pursuant to the terms of this Agreement from time to time, a “Common Member”), and each of those Persons listed on the books and records of the Company or its transfer agent or registrar as a holder of Preferred Units.

RECITALS

A. The Company was formed as a limited liability company pursuant to the filing of the Certificate of Formation of the Company on August 30, 2022 (the “Certificate of Formation”), in accordance with the Delaware Limited Liability Company Act, Delaware Code, Title 6, sections 18-101, et seq., as amended from time to time (the “Act”).

B. G Member as the sole member of the Company, entered into that certain Second Amended and Restated Limited Liability Company Agreement for the Company, dated as of February 1, 2023 (the “Existing Agreement”), as the limited liability company agreement for the Company under the Act.

C. The Members hereby desire to amend and restate the Existing Agreement in its entirety in order to define and establish the respective economic and other rights and obligations of the Members and the procedures for the governance of the Company from and after the Effective Date, all as hereinafter provided.

In consideration of the mutual covenants and the promises contained herein (the receipt and sufficiency of which being hereby acknowledged), the parties hereto, intending to be legally bound, do hereby amend and restate the Existing Agreement in its entirety to read as follows in accordance with the Act:

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ARTICLE I

CERTAIN DEFINITIONS

1.1 Certain Defined Terms. As used in this Agreement, in addition to the terms defined elsewhere herein, the following terms have the meanings specified below:

“ABS Credit Agreement” means that certain Credit Agreement, dated as of the Merger Closing Date, among the special purpose borrowers set forth therein, Column Financial, Inc., as administrative agent, the lenders party thereto from time to time, and Citibank, N.A., as payment agent, as amended, restated, supplemented or otherwise modified from time to time.

“Act” has the meaning assigned to it in the recitals to this Agreement.

“Additional Capital Contribution Date” has the meaning assigned to it in Section 3.1.2(b).

“Additional Capital Contribution Notice” has the meaning assigned to it in Section 3.1.2(b).

“Additional Capital Contributions” has the meaning assigned to it in Section 3.1.2(a).

“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, such specified Person. For purposes of this Agreement, Ivory Parent Member will not be deemed to be an Affiliate of G Member, and vice versa.

“Affiliate Agreement(s)” means any agreement between the Company or a Company Subsidiary, on the one hand, and any Member (or any Affiliate of such Member) or any direct member of Ivory Parent Member (or any Affiliate of such member), on the other hand.

“Agreement” has the meaning assigned to it in the preamble to this Agreement.

“Annual Business Plan and Budget” has the meaning assigned to it in Section 6.10.1.

“Anti-Bribery/Corruption Policy” has the meaning assigned to it in Section 13.17.

“Antitrust Counsel” means Weil, Gotshal & Manges LLP or such other expert antitrust counsel selected by the Board with the Requisite Board Approval.

“Applicable Rate” means, (i) with respect to any Shortfall Loan, the rate of interest which is the lesser of (a) eighteen percent (18%) per annum, and (b) the maximum interest rate permitted by applicable Legal Requirements, and (ii) with respect to any Company Loan, the rate of interest which is the lesser of (a) ten percent (10%) per annum, and (b) the maximum interest rate permitted by applicable Legal Requirements.

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“Approved Annual Business Plan and Budget” means the Annual Business Plan and Budget for any fiscal year approved by the Board by the Requisite Board Approval or otherwise deemed approved pursuant to the terms of Section 6.10.

“Approved Disposition 2 Quarter Period” has the meaning assigned to it in Schedule XI.

“Approved Disposition Parameters” means the parameters pursuant to which Company Management may sell or dispose of assets without further Board action (that is, any sale or disposition that satisfies the Approved Disposition Parameters shall be deemed to have been approved by the Requisite Board Approval, subject to any other Board approval requirements), which parameters are approved and adopted by the Board by the Requisite Board Approval from time to time. The Approved Disposition Parameters effective as of the Effective Date are set forth on Schedule II attached hereto.

“Approved Investment Opportunity” has the meaning assigned to it in Section 6.19.1.

“Approved Sandbox” means the parameters pursuant to which Company Management may acquire assets without further Board action (that is, any acquisition that satisfies the Approved Sandbox shall be deemed to have been approved by the Requisite Board Approval, subject to any other Board approval requirements), which parameters are approved and adopted by the Board by the Requisite Board Approval from time to time. The Approved Sandbox effective as of the Effective Date is set forth on Schedule IV attached hereto.

“Approved Sandbox 2 Quarter Period” has the meaning assigned to it in Schedule XI.

“Approving Investor” has the meaning assigned to it in Section 6.19.1.

“Available Cash” means, for any period of determination, any and all cash proceeds received by the Company from the Company Subsidiaries during such period, less the amount of Company expenses paid, plus the amount of any reduction in reserves, less the amount of any increase in reserves for the Company and any Company Subsidiary needs and other reasonably anticipated costs and expenses (in each case of any such reduction or increase, as reasonably determined by the Board).

“Bankruptcy Act” means the United States Bankruptcy Reform Act of 1978.

“Bankruptcy Action” means, with respect to any Person, (a) the commencement by such Person or any Affiliate of any case, action or proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors against such Person, (b) the institution of any proceedings by such Person or any Affiliate to have such Person adjudicated as bankrupt or insolvent, (c) the consent by such Person or any Affiliate to the institution of bankruptcy or insolvency proceedings against such Person, (d) the filing by such Person or any Affiliate of a petition, or consent by such Person or any Affiliate to a petition, seeking reorganization, arrangement, adjustment, winding up, dissolution, composition, liquidation or other relief or other action by or on behalf of such Person under the Bankruptcy Act or any other existing or future law of any jurisdiction on behalf of such

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Person under the Bankruptcy Act or any other federal or state law relating to bankruptcy, (e) the seeking or consenting by such Person or any Affiliate to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for such Person or for all or substantially all of such Person’s assets, (f) the making by such Person of an assignment for the benefit of the creditors of such Person or (g) the filing of an involuntary petition (by any Person that is not an Affiliate of such Person) against such Person under the Bankruptcy Act or any other federal or state bankruptcy or insolvency law that shall remain undismissed or unstayed for a period of ninety (90) days from the filing thereof. The foregoing definition of “Bankruptcy Action” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in sections 18-101(1) and 18-304 of the Act.

“Beneficial Ownership” when used with respect to ownership of Equity Interests by any Person, means the direct or indirect ownership of Equity Interests by such Person for purposes of section 542(a)(2) of the Code taking into account the constructive ownership rules of section 544 of the Code, as modified by sections 856(h)(1)(B) and 856(h)(3)(A) of the Code; provided, however, that in determining the amount of Equity Interests Beneficially Owned by a Person, no Units shall be counted more than once. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall have correlative meanings.

“Beneficiary” means with respect to any Trust, one or more organizations described in each of section 170(b)(1)(A) (other than clauses (vii) and (viii) thereof) and section 170(c)(2) of the Code that are named by the Board as the beneficiary or beneficiaries of such Trust, in accordance with the provisions of Section 10.3.4.

“Big Four Audit Firm” means Ernst & Young LLP, PricewaterhouseCoopers LLP, Deloitte LLP, or KPMG LLP.

“Board” has the meaning assigned to it in Section 6.1.1.

“Board Member” has the meaning assigned to it in Section 6.1.1.

“Board Member Designating Party” means (i) with respect to the G Member Board Members, G Member, (ii) with respect to the Other Ivory Parent Board Members, the Board Member Designating Party identified in the Ivory Parent LLC Agreement from time to time, and (iii) with respect to the OS Ivory Parent Board Members, the Board Member Designating Party identified in the Ivory Parent LLC Agreement from time to time.

“Budget Year” has the meaning assigned to it in Section 6.10.1.

“Business Day” means any day other than Saturday, Sunday, any day that is a legal holiday in the State of New York or in the Republic of Singapore, or any other day on which the banking institutions in the State of New York or in the Republic of Singapore are authorized to close.

“Business Plan” has the meaning assigned to it in Section 6.10.1.

“Capital Budget” has the meaning assigned to it in Section 6.10.1.

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“Capital Contribution” means, in respect of a Member, any cash capital contribution made to the Company by such Member or its predecessor-in-interest, pursuant to Section 3.1.

“Capital Gain Dividend” means any amount of money or property distributed by the Company that (x) is properly designated by the Company as a “capital gain dividend” within the meaning of section 857(b)(3)(C) of the Code or (y) without duplication of the amounts described in clause (x), could be deemed to have been designated by the Company as a capital gain dividend under Treasury Regulations Section 1.1445-8(c)(2)(ii)(A).

“Certificate of Formation” has the meaning assigned to it in the recitals to this Agreement.

“CFIUS Counsel” means Skadden, Arps, Slate, Meagher & Flom LLP or such other expert CFIUS counsel selected by the Board with the Requisite Board Approval.

“Claim” has the meaning assigned to it in Section 9.1.8.

“Closing Capital Contributions” has the meaning assigned to it in Section 3.1.1.

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

“Common Member(s)” has the meaning assigned to it in the preamble to this Agreement.

“Common Units” has the meaning assigned to it in Section 3.3.1.

“Company” has the meaning assigned to it in the preamble to this Agreement.

“Company Lease” means any lease (or similar use agreement) for any Property.

“Company Loan” has the meaning assigned to it in Section 3.1.4.

“Company Management” means any chief executive officer, chief financial officer, chief operations officer, one or more other “C-Suite” level executives and/or officers, and one or more managing directors (and similar level management personnel) and/or one or more senior vice presidents of the Company.

“Company Subsidiary” means each direct and indirect Subsidiary of the Company.

“Confidential Information” has the meaning assigned to it in Section 13.9.1.

“Conflict Transaction” has the meaning assigned to it in Section 6.9.2.

“Constructive Ownership” means ownership of Equity Interests by a Person who is or would be treated as a direct or indirect owner, for U.S. federal income tax purposes, of such Equity Interests either actually or constructively through the application of section 318 of the Code, as modified by section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Own,” “Constructively Owns” and “Constructively Owned” have correlative meanings.

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“Consultation Matter” has the meaning assigned to it in Schedule XI.

“Control” (and the correlative terms “controlled by”, “controlling” and “under common control with”) of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the business and affairs of such Person, whether through the ownership of Voting Stock, by contract or otherwise. A Person may Control another Person notwithstanding that one or more third parties may have the right to participate in, or veto, certain “Major Decisions” of the other Person.

“CPI” means the Consumer Price Index for All Urban Consumers, All Items, U.S. City Average (Base Period 1982-1984 = 100) published by the U.S. Bureau of Labor Statistics as of the end of each calendar year. If the U.S. federal government revises or ceases to publish the index, the parties shall substitute a substantially equivalent official index published by the U.S. Bureau of Labor Statistics or its successors, and shall use any appropriate conversion factors to accomplish such substitution. The substitute index shall thereafter constitute “CPI” hereunder.

“CS Rebalance Obligations” means the obligation of the Company or any of the other JV Entities to fund amounts for the purpose of (i) making an Advance Rate Reduction Payment, to the extent required by, and as defined in, the ABS Credit Agreement or (ii) providing Additional Credit Support (as defined in the ABS Credit Agreement) to extend the Initial Cure Period.

“Dispute” has the meaning assigned to it in Section 13.15.1.

“Distribution Period” has the meaning assigned to it in Section 4.2.1.

“Distribution Preferred Rate” means a cumulative return, calculated in the same manner as interest, compounded annually, at the rate determined by the Board, with the Requisite Board Approval, if such rate is equal to or less than 15%, or at such higher rate as determined by the Board, with the Requisite Board Approval.

“Effective Date” has the meaning assigned to it in the preamble to this Agreement.

“Emergency Expense” means an expense which the Board, by Requisite Board Approval, determines is necessary to (a) prevent an imminent threat to the health, safety or welfare of any person on or in the immediate vicinity of any Property, (b) prevent imminent and material damage or loss to any Property or any other material assets of any JV Entity, (c) avoid the suspension of any necessary utility or life safety system services in or to any Property, or (d) avoid criminal or material civil liability on the part of the Company, any other JV Entity, any of the Common Members or any other direct investor in any Property (or its Affiliate), or any employees or agents of any of the foregoing.

“Equity Interests” means, in respect of any Member (other than a holder of Excess Units), all of such Member’s right, title and interest in and to the management, information, allocations, distributions and capital of the Company, and any and all other interests in the Company. The use of the term “Equity Interests” or any term defined by reference to the term “Equity Interests” shall refer to all interests in the Company or a particular class or series of interests in the Company that is appropriate under the context and any other benefits to which a Member may be entitled as provided in this Agreement or under the Act, subject to the obligations of such Member to comply with all of the terms and provisions of this Agreement.

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“Excess Units” has the meaning assigned to it in Section 3.3.1.

“Exchange Agent” has the meaning set forth in the Merger Agreement.

“Existing Agreement” has the meaning assigned to it in the recitals to this Agreement.

“Forward Interest Purchase Agreement” means that certain Forward Interest Purchase Agreement, dated as of the Effective Date, by and among G Investor, OS Investor, and OakTrust Operating Partnership L.P., a Delaware limited partnership.

“Fundamental Matter” has the meaning assigned to it in Schedule XI.

“Funding Member” means, with respect to any Additional Capital Contribution Notice, any Common Member that funds, in full, the amount requested or required to be funded by such Common Member pursuant to such Additional Capital Contribution Notice on or prior to the applicable Additional Capital Contribution Date.

“Funding Party” has the meaning assigned to it in Section 3.1.3(a).

“G Investor” has the meaning assigned to it in the Ivory Parent LLC Agreement.

“G Member” has the meaning assigned to it in the preamble to this Agreement.

“G Member Board Member” has the meaning assigned to it in Section 6.1.1.

“GIC(R)” means GIC (Realty) Private Limited, a Singapore private limited company.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Group” has the meaning assigned to it in Section 13.11.

“ICC Court” has the meaning assigned to it in Section 13.15.1.

“ICC Rules” has the meaning assigned to it in Section 13.15.1.

“Indemnitee” means each Member and each Board Member (and any of their respective) Affiliates and its and their respective principals, heirs, executors, administrators, partners, members, stockholders, trustees, employees, employers, officers, directors, managers, agents, successors or assigns.

“Independent Director” means, subject to the terms of Schedule XI(4(oo)), any Board Member appointed by any Common Member that is not an employee, officer or director of the applicable Board Member Designating Party (or an Affiliate of the applicable Board Member Designating Party) of such Board Member.

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“Individual” means an “individual” within the meaning of Section 542(a)(2) of the Code, but not including a qualified trust subject to the look through rule of Section 856(h)(3)(A)(i) of the Code.

“Insurance Schedule” has the meaning assigned to it in Section 13.18.

“Interim Governance Period” has the meaning assigned to it in Schedule XI.

“Investment Opportunity” has the meaning assigned to it in Section 6.17.1.

“Investment Opportunity Memo” has the meaning assigned to it in Section 6.17.1.

“IRS” means the Internal Revenue Service, which administers the internal revenue laws of the United States, or any successor agency thereto.

“Ivory Parent Funding Investor” has the meaning assigned to it in Section 3.1.3(a).

“Ivory Parent LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Ivory Parent, LLC, dated as of the date hereof, as the same may be amended, restated, modified, supplemented, or amended and restated from time to time in accordance with its terms.

“Ivory Parent Member” has the meaning assigned to it in the preamble to this Agreement.

“JV Entity(ies)” means the Company, the STORE Sister Entities and its and their respective Subsidiaries, provided in the context of Board authority and the Board’s right to manage operations and/or approve any actions (including with respect to any Property), “JV Entity” shall mean the Company and its Subsidiaries, but further provided that if and for so long as any STORE Sister Entity (other than the Company) exists, with respect to any Special Major Decision and/or any Major Decision that by its terms is determined “on an aggregate basis”, such Special Major Decision and/or such Major Decision shall be determined taking into account the existence and operations of the Company and each other STORE Sister Entity, in the aggregate.

“Leasing Guidelines” means the leasing guidelines as set forth on Schedule III attached hereto.

“Legal Requirements” means all laws, statutes, or ordinances, and the orders, rules, regulations, directives and requirements of any Governmental Authority that are applicable to the Company, any Company Subsidiary and/or any Property.

“Leverage Policy” means the leverage guidelines of the Company approved and adopted by the Board by the Requisite Board Approval from time to time. The Leverage Policy effective as of the Effective Date is set forth on Schedule V attached hereto.

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“Limited Property Dispositions” has the meaning assigned to it in Schedule XI.

“Liquidating Agent” has the meaning assigned to it in Section 11.3.1.

“Liquidation Value” has the meaning assigned to it in Section 4.3.1.

“Loan Documents” means all agreements, instruments and documents evidencing, securing or guaranteeing any indebtedness to which any JV Entity is a party, or such JV Entity or its property is bound, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Major Decision” has the meaning assigned to it in Schedule XI.

“Management Compensation Schedule” means the schedule of compensation (i) for any chief executive officer, chief financial officer, chief operations officer, any other “C-Suite” level executive, (ii) for any managing director (or similar level management personnel) and (iii) for any senior vice president of the Company from time to time.

“Manco Spin” means any transaction or series of transactions to sell, distribute, dispose of or otherwise separate or externalize from the Company all or substantially all of the internal asset management functions of the Company and/or its Subsidiaries.

“Market Price” means, with respect to any Units or Equity Interests on any date, the product of the number of units corresponding to such Units or Equity Interests multiplied by the last price per unit for the class or series of such Units or Equity Interests, determined in accordance with the most recent valuation of the Company’s assets approved by Requisite Board Approval.

“Material Lease Modification” has the meaning assigned to it in Schedule XI.

“Member” or “Members” means each Common Member and each Preferred Member, so long as such Person continues as a member of the Company.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of September 15, 2022, by and among Ivory Parent Member, the Company and STORE Capital Corporation, a Maryland corporation.

“Merger Closing Date” means the “Closing Date” as defined in the Merger Agreement.

“New York Courts” has the meaning assigned to it in Section 13.15.5(b).

“Non-Affiliated Board Member” has the meaning assigned to it in Section 6.1.1.

“Non-Discretionary Expenses” means (a) real estate taxes that are due and payable, (b) utilities (e.g., electric, gas, steam, water, telephone and internet connectivity), (c) amounts necessary to avoid the loss of insurance coverage for any Property, (d) amounts necessary to pay final non-appealable judgments against (i) the Company or any of its Subsidiaries or (ii) the assets of the Company or any of its Subsidiaries, (e) amounts necessary to cure or avert a default under loan documents secured by the Property (excluding the principal balance required to be paid at maturity (or acceleration thereof) and excluding voluntary principal prepayments), and/or (f) Emergency Expenses.

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“Non-Funding Member” means, with respect to any Additional Capital Contribution Notice, any Common Member that fails to fund, in full, the amount requested or required to be funded by such Common Member pursuant to such Additional Capital Contribution Notice on or prior to the applicable Additional Capital Contribution Date.

“Non-Transfer Event” means an event other than a purported Transfer that would cause any Person to Beneficially Own or Constructively Own a greater amount of Equity Interests than such Person Beneficially Owned or Constructively Owned immediately prior to such event. Non-Transfer Events include, but are not limited to, (a) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Equity Interests (or of Beneficial Ownership or Constructive Ownership of Equity Interests), or (b) the sale, transfer, assignment or other disposition of interests in any Person or of any securities or rights convertible into or exchangeable for Equity Interests or for interests in any Person that directly or indirectly results in changes in Beneficial Ownership or Constructive Ownership of Equity Interests.

“Notice” has the meaning assigned to it in Section 13.4.1

“Oak Street Party(ies)” means any OS Ivory Parent Board Member, any OS Investor and/or any of their respective Affiliates.

“OFAC List” means the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control, pursuant to applicable Legal Requirements, including, without limitation, trade embargo, economic sanctions or other prohibitions imposed by an Executive Order of the President of the United States. As of the Effective Date, the OFAC List is accessible through the internet website www.treas.gov/ofac/t11sdn.pdf.

“Officer” has the meaning assigned to it in Section 6.5.3.

“One Hundred Holders Date” means the earlier of (a) January 30, 2024 or (b) the first date upon which Equity Interests are beneficially owned by 100 or more Persons within the meaning of section 856(a)(5) of the Code without regard to section 856(h)(2) of the Code.

“Operating Budget” has the meaning assigned to it in Section 6.10.1

“OS Investor” has the meaning assigned to it in the Ivory Parent LLC Agreement.

“OS Ivory Parent Board Member(s)” has the meaning assigned to it in the Ivory Parent LLC Agreement.

“Other Ivory Parent Board Member” has the meaning assigned to it in Section 6.1.1.

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“Paying Agent” has the meaning assigned to it in Section 12.6.

“Percentage Interest” has the meaning assigned to it in Section 3.3.2

“Permitted Acquisitions” means any acquisition of real property by the Company and/or any JV Entity that satisfies all of the requirements of the Approved Sandbox (which shall be deemed to include the execution of the Company Lease for such real property).

“Permitted Capital Call” means any capital call required (i) to fund amounts required for the Company to acquire any Permitted Acquisition or any Approved Investment Opportunity, (ii) to fund amounts required to satisfy ordinary course debt service, only as, when and to the extent that ordinary cash flows of the Company and the other JV Entities are not available to satisfy the same, (iii) to satisfy CS Rebalance Obligations, (iv) to pay Non-Discretionary Expenses, only as, when and to the extent that ordinary cash flows of the Company and the other JV Entities are not available to satisfy the same, and/or (iv) to pay any other amounts included in the Annual Business Plan and Budget, only as, when and to the extent that ordinary cash flows of the Company and the other JV Entities are not available to satisfy the same.

“Permitted Deviations” means costs and expenses that are not contemplated by the Approved Annual Business Plan and Budget (including any Supplemental Annual Business Plan and Budget), so long as such costs and expenses would not, individually or in the aggregate, cause (a) total expenditures relating to any line item to be greater than 125% of the expenses approved in such line item of the Approved Annual Business Plan and Budget (including any Supplemental Annual Business Plan and Budget), or (b) total expenditures to be greater than 110% of the aggregate expenses in the Approved Annual Business Plan and Budget (including any Supplemental Annual Business Plan and Budget); provided that the foregoing permitted variances shall not apply with respect to compensation payable to any individual(s) as set forth in the Management Compensation Schedule.

“Permitted Disposition” means any disposition of any asset of the Company or any JV Entity, including any Property, that satisfies all requirements of the Approved Disposition Parameters.

“Permitted Guaranty” means a personal recourse “bad boy” guaranty, “carve out” guaranty or environmental indemnity of any Person for fraud, misrepresentation, misapplication of cash, non-payment of taxes and insurance, waste, environmental claims and liabilities, prohibited transfers, violations of single purpose entity covenants, bankruptcy, and other circumstances customarily excluded by institutional lenders from exculpation provisions or included in a separate guaranty or indemnification agreement in non-recourse financing of real property and any other guaranty approved, or substantially similar to any guaranty approved, by the Board with the Requisite Board Approval.

“Permitted Refinancing” means, with respect to any refinancing of existing indebtedness of Property Owner, any such refinancing transaction that (a) occurs within the six (6) month period prior to the maturity of such existing indebtedness, (b) is structured as a financing customary for the JV Entities that satisfies the Leverage Policy, (c) is on commercially reasonable terms (based on the then current market conditions), and (d) is not guaranteed other than pursuant to a Permitted Guaranty.

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“Permitted Transferees” means any Person designated as a Permitted Transferee in accordance with the provisions of Section 10.4.1.

“Person” means an Individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, a limited liability company, an unincorporated organization or other legal entity, including a Governmental Authority or any department, agency or political subdivision thereof.

“Personal Data” means any information that is considered “personal data,” “personal information,” and/or “personally identifiable information” (or any similar concept thereto) as defined under applicable privacy or data security Legal Requirements.

“Preferred Distribution Payment Date” has the meaning assigned to it in Section 4.2.1.

“Preferred Distributions” has the meaning assigned to it in Section 4.2.1.

“Preferred Members” has the meaning assigned to it in Section 3.1.7.

“Preferred Preference” has the meaning assigned to it in Section 4.3.1.

“Preferred Units” has the meaning assigned to it in Section 3.3.1.

“Privacy Policy” has the meaning assigned to it in Section 13.16.

“Prohibited Owner” means, with respect to any purported Transfer or Non-Transfer Event, any Person who is prevented from becoming or remaining the owner of record title to Equity Interests by the provisions of Section 10.3.1.

“Property” means each parcel of real estate and other real property interests owned now or hereafter by the Company, or any Subsidiary of the Company, together with all buildings, structures and improvements located thereon, fixtures contained therein, appurtenances thereto, development rights related thereto, easements and covenants for the benefit thereof, and all tangible personal and intangible property owned in connection therewith.

“Property Disposition” means the sale, transfer, exchange or other disposition of (other than leasing or subleasing) any Property (or any portion thereof), whether directly or indirectly pursuant to the disposition of any Property Owner or other JV Entity.

“Property Owner” means any direct or indirect Company Subsidiary that owns directly any Property.

“Redemption Date” has the meaning assigned to it in Section 4.5.

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“Redemption Premium” shall mean for any redemption or liquidation of a Preferred Unit on a fixed date (a) until December 31, 2024, $50; (b) on or after January 1, 2025 until December 31, 2025, $25; and (c) thereafter, $0.

“Redemption Price” has the meaning assigned to it in Section 4.5.

“Regulatory Counsel” means each of Antitrust Counsel and CFIUS Counsel.

“Regulatory Requirements” means (i) all regulatory requirements, notices and/or filings imposed by any Governmental Authority to which any JV Entity and/or any of its real property is or would be subject; (ii) all filings with CFIUS, or any other notices or disclosures to CFIUS, deemed required, advisable, or recommended by Regulatory Counsel (each such filing, notice, or disclosure, a “CFIUS Requirement”); and (iii) based on advice of Regulatory Counsel, any and all antitrust and merger control requirement(s) of any applicable Governmental Authority to which any Common Member, any member of Ivory Parent Member, or any JV Entity is or would be subject (as applicable, an “Antitrust Requirement”).

“REIT” means a “real estate investment trust” within the meaning of sections 856 through 860 of the Code and the Treasury Regulations thereunder.

“REIT Consultant” has the meaning assigned to it in Section 8.4.

“Rejected Investment Opportunity” has the meaning assigned to it in Section 6.19.1.

“Related Arbitration Agreements” has the meaning assigned to it in Section 13.15.2.

“Required Capital Contributions” means, with respect to any Common Member, any Capital Contributions called pursuant to clause (i) of the definition of Permitted Capital Call.

“Requisite Board Approval” has the meaning assigned to it in Section 6.3 hereof.

“Restriction Termination Date” has the meaning assigned to it in Section 8.2.

“Securities Act” means the Securities Act of 1933.

“Securities Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Shortfall Loan” has the meaning assigned to it in Section 3.1.3(a).

“Side Car Acquisition” has the meaning assigned to it in Section 6.19.1.

“Side Car Investment” has the meaning assigned to it in Section 6.19.1.

“Side Car Investors” has the meaning assigned to it in Section 6.19.2.

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“Side Car Management Agreement” has the meaning assigned to it in Section 6.19.2.

“Side Car Vehicle” has the meaning assigned to it in Section 6.19.2.

“Side Car Venture Documents” has the meaning assigned to it in Section 6.19.2.

“Sovereign Ownership Limit” means 49.9% in number or value of the outstanding Units owned by GIC(R) or Persons owned (directly or indirectly) by GIC(R).

“Sovereign Ownership Percentage” means the percentage in number or value of the outstanding Units to the extent the ownership of such Units is attributed to GIC(R) under Treasury Regulations Section 1.892-5T(c)(1).

“Special Major Decision” has the meaning assigned to it in Schedule XI.

“STORE Sister Entity” means (i) Waterparks LLC, and (ii) any other entity formed after the Effective Date that is wholly-owned directly by the Common Members (other than any preferred membership interests issued to satisfy REIT requirements), each with the same proportionate ownership interest in such entity as its Percentage Interest, in each case as approved by the Board by the Requisite Board Approval.

“STORE Sister Entity LLC Agreement” means, with respect to any STORE Sister Entity, the operating agreement (or other applicable organizational document) of such STORE Sister Entity.

“Subsidiary” means with respect to any Person, any other Person of which all or any portion of (a) the voting power of the voting securities or other voting interests, or (b) the outstanding equity securities or other equity interests, is owned, directly or indirectly, by such Person.

“Subsidiary REIT” means each Company Subsidiary that qualifies, or is intended to qualify, as a REIT pursuant to the Code.

“Supplemental Annual Business Plan and Budget” has the meaning assigned to it in Section 6.11.

“Taxing Authority” shall mean any United States (federal, state or local) or other Governmental Authority having jurisdiction over the assessment, determination, collection or other imposition of any tax.

“Transfer” (as a noun) means any sale, transfer, gift, assignment, hypothecation, pledge, encumbrance, participation, devise or other disposition of Equity Interests (or of Beneficial Ownership of Equity Interests), whether voluntary or involuntary, whether of record, constructively or beneficially and whether by operation of law or otherwise. “Transfer” (as a verb) shall have the correlative meaning.

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“Treasury Regulations” means the United States Department of the Treasury regulations promulgated under the Code.

“Tribunal” has the meaning assigned to it in Section 13.15.1(c).

“TRS” has the meaning assigned to it in Section 2.3.

“Trust” means any trust created and administered in accordance with the terms of Section 10.3.4 for the exclusive benefit of any Beneficiary.

“Trustee” means any Person or entity, unaffiliated with both the Company and any Prohibited Owner (and, if different than the Prohibited Owner, the Person who would have had Beneficial Ownership of the Equity Interests that would have been owned of record by the Prohibited Owner), designated by the Board to act as manager of any Trust, or any successor trustee thereof.

“UCC” has the meaning assigned to it in Section 3.1.3(c).

“Units” has the meaning assigned to it in Section 3.3.1.

“USRPI” means a United States real property interest within the meaning of section 897(c)(1) of the Code.

“Venture” means, collectively, the Company and its Subsidiaries.

“Venture Agreement(s)” means this Agreement, the Ivory Parent LLC Agreement, any STORE Sister Entity LLC Agreement, any organizational agreements of any of the Company Subsidiaries, any written agreement entered into on the Effective Date by and among (among others) all of the Common Members and OS Investor, and any other Venture Agreement (as defined in the Ivory Parent LLC Agreement).

“Voting Stock” means capital stock issued by a corporation, partnership interests issued by a partnership, limited liability company interests issued by a limited liability company or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

“Waterparks LLC” means Waterparks LLC, a Delaware limited liability company.

1.2 Interpretation. Unless otherwise specified herein:

1.2.1 Any reference to any Legal Requirement shall include all statutory and regulatory provisions promulgated thereunder and all provisions consolidating, amending, replacing or interpreting any Legal Requirement, and any reference to any Legal Requirement shall refer to such Legal Requirement as amended, modified, supplemented or otherwise from time to time.

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1.2.2 Any definition of or reference to any agreement, instrument or other document (including any limited liability agreement or certificate of formation) shall refer to such agreement, instrument or other document as amended, modified, restated, supplemented or otherwise from time to time.

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

1.2.4 The singular includes the plural and the plural includes the singular.

1.2.5 Masculine pronouns shall include the feminine and neuter, neuter pronouns shall include the masculine and the feminine, and feminine pronouns shall include the masculine and the neuter.

1.2.6 The words “Article,” “Section,” “Exhibit” and “Schedule” shall refer to an article, section, exhibit or schedule to this Agreement.

1.2.7 The words “herein,” “hereof” and “hereunder” and other words of similar import shall refer to this Agreement as a whole and not any particular article, section, exhibit or schedule.

1.2.8 This Agreement shall be interpreted and enforced in accordance with its provisions and without the aid of any custom or rule of law requiring or suggesting construction against the party drafting or causing the drafting of the provisions in question.

1.2.9 The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

1.2.10 The parties intend that the language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the Members.

1.2.11 The Section titles and captions of Sections in this Agreement are for convenience only and in no way shall define, limit, extend or describe the scope or intent of any of the provisions hereof, shall not be deemed part of this Agreement and shall not be used in construing or interpreting the Agreement.

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ARTICLE II

ESTABLISHMENT OF THE COMPANY

2.1 Formation of the Company. The Company was formed as a Delaware limited liability company under and pursuant to the Act by the filing of the Certificate of Formation on August 30, 2022 with the Office of the Secretary of State of the State of Delaware as required by the Act. The Company shall file and record with the proper offices in the State of Delaware and any other jurisdiction in which the Company does business, such further certificates and other filings as shall be required or advisable under the Act or applicable Legal Requirements. The rights, powers, duties, obligations and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that the rights, powers, duties, obligations and liabilities of the Members are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

2.2 Company Name. The name of the Company is “STORE Capital LLC”. All business of the Company shall be conducted under such name, and title to all assets of the Company shall be held in such name unless otherwise changed by the Board, by unanimous approval.

2.3 Purposes. The purposes of the Company are to indirectly (through one or more Property Owners or any other Subsidiary), and in all instances only in accordance with and subject to the terms of this Agreement, (a) acquire, own, hold, operate, finance, refinance, lease, manage, encumber, develop, redevelop, construct, improve, maintain, renovate, reposition, sell or dispose of net leased real estate primarily in the United States for income and profit, (b) engage in any and all activities necessary, appropriate, advisable or incidental to and in connection with any of the foregoing, and (c) conduct its business directly or indirectly, in a manner that will enable it to qualify and maintain its qualification as a REIT, as provided in Section 8.1 hereof. Subject to the terms of this Agreement, the Company shall have all the powers necessary, incidental or convenient to effect any of the foregoing purposes, including all powers granted by the Act. In no event shall the purposes or the business of the Company be extended beyond the foregoing matters described unless approved by the Board by the Requisite Board Approval. Notwithstanding anything contained in this Section 2.3 to the contrary, the Board acknowledges that the Company presently intends to elect and qualify to be taxed as a REIT and that the ability of the Company to qualify as a REIT will depend upon the nature of the Company’s operations. Accordingly, unless otherwise determined by the Board by the Requisite Board Approval: (i) the Board is empowered to and shall take any action necessary or appropriate, in the Board’s reasonable discretion, to enable the Company to satisfy all REIT requirements and to avoid the imposition of any federal income or excise tax liability (including any prohibited transaction tax liability), including making any election to treat an entity as a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (a “TRS”) with respect to the Company; and (ii) the Board is empowered to and shall avoid taking any action that (in their reasonable discretion) would result in the Company ceasing to satisfy any of the REIT requirements or would result in the imposition of any federal income or excise tax liability (including any prohibited transaction tax liability).

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2.4 Principal Place of Business and Address. The principal place of business of the Company shall be located at 8377 East Hartford Dr., Ste 100, Scottsdale, AZ 85255. The Company may maintain offices and other facilities from time to time at such other locations in the United States as may be deemed necessary or advisable by the Board.

2.5 Agent for Service and Registered Office. The agent for service of process upon the Company shall be The Corporation Trust Company, Corporation Trust Center, 1209 N. Orange Street, Wilmington, Delaware 19801, or such other agent as may be designated from time to time by the Board. The registered office of the Company in the State of Delaware shall be in care of such agent for service of process or such other address as may be designated from time to time by the Board; provided, that the Company shall at all times maintain a registered agent and a registered office in the State of Delaware.

2.6 Term. The term of the Company commenced on the date of the filing of the Certificate of Formation with the Secretary of State and shall continue in full force and effect until the dissolution and termination of the Company pursuant to Article XI.

2.7 Members. The names and addresses of the Common Members are set forth on Schedule I attached hereto. Schedule I (and/or the books and records of the Company) shall be maintained and amended from time to time to reflect the names and addresses of each Member, the Capital Contributions made by (and capital account of) such Member. Each Person who becomes a Member of the Company shall, upon so becoming a Member and (as applicable) making its initial Capital Contribution, be deemed to have accepted and agreed to be bound by all of the terms and conditions of this Agreement, as the same may be amended from time to time in accordance with the terms hereof.

ARTICLE III

CAPITAL CONTRIBUTIONS, MEMBERS AND UNITS

3.1 Capital Contributions.

3.1.1 Capital Contributions of Common Members. Pursuant to the Existing Agreement, each Common Member, on or about the Effective Date, has made (or shall make) a Capital Contribution to the Company in the form of cash as more particularly set forth on Schedule I attached hereto on the Effective Date (the aggregate amount set forth on Schedule I, the “Closing Capital Contributions”). The Members agree that a Common Member may fund all or a portion of its Closing Capital Contribution directly to the Exchange Agent, and any Common Member that funds all or any portion of its Closing Capital Contribution directly to the Exchange Agent shall be deemed to have funded such amount to the Company.

3.1.2 Additional Capital Contribution.

(a) The Board shall have the authority, by Requisite Board Approval, to make a capital call to the Common Members (and the Capital Contributions made by the Common Members pursuant to any capital call made after the Effective Date in accordance with the terms of this Agreement, “Additional Capital Contributions”). Subject to the terms of Section 6.6.2, the Board hereby authorizes Company Management to make any capital call that is a

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Permitted Capital Call by delivering an Additional Capital Contribution Notice in accordance with the terms of this Article III. All Capital Contributions, Shortfall Loans and Company Loans shall be made by means of wire transfer of immediately available funds to the account of the Company, or to such other account or by such other method as the Board specifies.

(b) Subject to the terms of Section 3.1.2(a) above, Additional Capital Contributions may be requested from each Common Member in proportion to its Percentage Interest pursuant to a written capital call (an “Additional Capital Contribution Notice”) delivered to each Common Member stating the amount of capital required by the Company, the purpose of the contribution, and the date by which the Common Members are required to make the Additional Capital Contributions (an “Additional Capital Contribution Date”), which shall be no less than fifteen (15) Business Days from and after the date of receipt of the Additional Capital Contribution Notice by the Common Members. Each of the Common Members shall be obligated to contribute capital to the Company pursuant to an Additional Capital Contribution Notice only for Required Capital Contributions and, with respect to any Required Capital Contributions, shall be required to make such Required Capital Contribution on or prior to the applicable Additional Capital Contribution Date.

(c) Notwithstanding anything to the contrary contained in this Agreement or any other Venture Agreement, (i) funding of Additional Capital Contributions pursuant to any Additional Capital Contribution Notice (other than for Required Capital Contributions) shall not be required, but shall be optional to any Common Member, (ii) subject to the foregoing clause (i) and Section 3.1.3 and Section 3.1.4, a Common Member shall not be permitted or have any obligation to contribute capital to the Company in excess of such Common Member’s Percentage Interest multiplied by the aggregate amount called from the Common Members pursuant to any Additional Capital Contribution Notice, (iii) unless otherwise agreed in writing by any Common Member, such Common Member’s Additional Capital Contributions in respect of any Additional Capital Contribution Notice will be deemed to be made and accepted at the same time as each other Common Member’s Additional Capital Contribution in respect of the same Additional Capital Contribution Notice has been made and accepted by the Company. If the Common Members fail to fund (or to commit to fund) the full amount of any Required Capital Contributions within fifteen (15) Business Days of the due date therefor, upon the written demand of any funding Common Member, the Company shall return any amounts funded by such Common Member in connection with the applicable Additional Capital Contribution Notice, provided such funding Common Member shall not be deemed a Non-Funding Member notwithstanding the return of such Additional Capital Contributions. The Common Members expressly agree that damages at law would not be an adequate remedy for a breach or threatened breach of the provisions set forth in this Section 3.1.2(c).

(d) Except as expressly provided in this Section 3.1.2, Section 3.1.3 and/or Section 3.1.4, none of the Members shall be required, entitled or permitted to make any Capital Contributions to the Company. No Member shall be paid interest on any Capital Contribution to the Company. No Member shall have the right to demand a withdrawal, reduction or return of its Capital Contributions.

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3.1.3 Remedies for Failure to Fund Required Capital Contributions.

(a) If any Common Member is a Non-Funding Member with respect to any Additional Capital Contribution Notice delivered in accordance with Section 3.1 for Required Capital Contributions, any Common Member that is a funding Common Member with respect to the same Additional Capital Contribution Notice shall have the right (but not the obligation) to make a loan to such Non-Funding Member (or permit or cause its Affiliate to make a loan to such Non-Funding Member) (and the lender under such loan shall hereinafter be referred to as a “Funding Party”), the proceeds of which shall be used to fund such Non-Funding Member’s Required Capital Contributions (a “Shortfall Loan”) in accordance with this Section 3.1.3. The parties hereto agree and acknowledge that if at least one, but not all, members of Ivory Parent Member (the funding party, the “Ivory Parent Funding Investor”) contributes its proportionate share of the funds requested or required (as applicable) pursuant to any Additional Capital Contribution Notice delivered to the Common Members hereunder, and (and after taking into consideration any Shortfall Loan (as defined in the Ivory Parent LLC Agreement) made by any Ivory Parent Funding Investor in connection therewith) any Funding Party makes a Shortfall Loan to Ivory Parent Member in connection therewith, (i) such Funding Party shall only exercise remedies pursuant to this Agreement (and the UCC) with respect to such Shortfall Loan in a manner that impacts only such non-funding member of Ivory Parent Member and its Equity Interests (as defined the Ivory Parent LLC Agreement) and not any Ivory Parent Funding Investor, and (ii) only those distributions payable to Ivory Parent Member and allocable to such non-funding member of Ivory Parent Member shall be used to repay the Shortfall Loan and the remainder of such distributions shall be distributed to Ivory Parent Member for further distribution solely to the Ivory Parent Funding Investor.

(b) Any Shortfall Loan shall bear interest at the Applicable Rate, and interest shall accrue on each Shortfall Loan on a monthly basis and shall be due and payable in arrears on the first day of each calendar month until such time as all principal and interest due with respect to such Shortfall Loan shall be paid in full (and, with respect to the first and last month of the term of any such Shortfall Loan (if such period is less than a full calendar month), interest shall be prorated based on the number of days accrued during such period, as applicable). Any amounts advanced as a Shortfall Loan shall be paid directly by the Funding Party to the Company on behalf of, and shall constitute an Additional Capital Contribution by, the Non-Funding Member to the Company. Each Shortfall Loan will have a term expiring on the earliest to occur of (i) dissolution, liquidation or other winding up of the Company, (ii) any Transfer by the Non-Funding Member of its Equity Interests, and (iii) sixty (60) days from the date advanced. A Funding Party may, in its sole and absolute discretion, extend the term of any Shortfall Loan for one or more periods as agreed by such Funding Party in writing. A Shortfall Loan (together with interest thereon at the Applicable Rate) shall be repaid to the Funding Party out of any distributions to which the Non-Funding Member is entitled hereunder until such Shortfall Loan is paid in full (together with all accrued and unpaid interest), and such amounts shall be treated as having been made to the Non-Funding Member. The Non-Funding Member may repay the entire outstanding principal amount of any Shortfall Loan, together with all accrued and unpaid interest thereon, without the prior written consent of the Funding Party. Any distributions paid to the Funding Party to satisfy a Shortfall Loan (or any interest thereon) shall (1) be deemed to have been distributed to the Non-Funding Member, and (2) be applied (x) first to reduce all accrued and unpaid interest on any such Shortfall Loan, and (y) thereafter, to reduce the outstanding principal amount of such Shortfall Loan. Without limiting the foregoing, if at any time a Shortfall Loan is outstanding and the Funding Party (or the applicable Common Member) is authorized or required to purchase the

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Equity Interests of the Non-Funding Member to which such Funding Party has made such Shortfall Loan, then such Funding Party may offset against the purchase price payable for such Equity Interests the amount of such Shortfall Loan and all interest accrued thereon. If more than one Funding Party elects (for itself or its Affiliate) to make a loan to a Non-Funding Member, then the Funding Parties shall fund separate Shortfall Loans to the Non-Funding Member and shall collectively fund an amount equal to the aggregate Required Capital Contributions in proportion to such Funding Party’s relative Percentage Interests (or the Percentage Interests of the Common Member that is its Affiliate) (unless otherwise agreed by the Funding Parties). A Common Member that is the borrower under any Shortfall Loan shall be deemed to be in default of a Shortfall Loan if such Common Member fails to repay such Shortfall Loan on the maturity date of such Shortfall Loan or fails to pay each installment of interest within five (5) Business Days of the date when due in accordance with this Section 3.1.3(b).

(c) As security for each Shortfall Loan made to any Non-Funding Member (and effective at the time such Shortfall Loan is made), such Non-Funding Member hereby grants to the Funding Party that made such Shortfall Loan a continuing first priority security interest and lien in all of such Non-Funding Member’s Equity Interests and for such purpose this Agreement constitutes a security agreement; provided, however, that the security interest granted pursuant to this sentence shall not attach to any Non-Funding Member’s Equity Interests to the extent that a grant of a security interest therein would violate any provision of the Loan Documents to which such Non-Funding Member is a party. Each Funding Party is authorized at any time and from time to time to file one or more UCC financing statements in order to perfect such security interest in accordance with the Uniform Commercial Code of the State of Delaware (the “UCC”). In addition, a Non-Funding Member shall promptly execute, acknowledge, and deliver such other documents and take any other actions that any Funding Party reasonably requests in order to perfect or continue the perfection of such security interest; and, if the Non-Funding Member fails to do so upon demand therefor, such Funding Party is hereby appointed the attorney-in-fact of, and is hereby authorized on behalf of, the Non-Funding Member, to execute, acknowledge, and deliver all such documents and take all such other actions as may be required to perfect such security interest. Such appointment and authorization is coupled with an interest and is irrevocable. With respect to any Shortfall Loan, but in all cases subject to the terms of this Agreement and the other Venture Agreements, if a default shall occur with respect to such Shortfall Loan, the Funding Party may, at its sole election with respect to its security interest, cause the disposition of the Non-Funding Member’s Equity Interests in accordance with the UCC to satisfy the obligations of the applicable Non-Funding Member with respect to such Shortfall Loan, and such Funding Party will have all the rights and remedies of a secured party under the UCC, all such rights and remedies being cumulative, not exclusive, and enforceable alternatively, successively, or concurrently, at such time or times as such Funding Party deems expedient.

(d) With respect to any Shortfall Loan, if such Shortfall Loan is not repaid in full (including all interest accrued thereon) on or prior to the maturity date thereof, at any time thereafter (and so long as such Shortfall Loan (or any portion thereof) remains outstanding and unpaid), the Funding Member that made such Shortfall Loan may elect, by delivery of written notice to the Non-Funding Member and to the other Common Members, to convert such Shortfall Loan (or the remaining portion thereof) to an Additional Capital Contribution and, in such event upon such election, the Percentage Interest of the Funding Member and the Non-Funding Member shall be adjusted such that, with respect to the Additional Capital Contribution deemed made by the Funding Member, the Funding Member shall be given credit for having contributed an amount equal to 1.5 times the outstanding amount of such Shortfall Loan (including interest accrued thereon) converted and the Non-Funding Member’s Percentage Interest shall be reduced by a corresponding amount.

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3.1.4 Remedies for Failure to Fund Permitted Capital Calls (other than for Required Capital Contributions).

(a) If any Additional Capital Contribution Notice for any Permitted Capital Call (other than for Required Capital Contributions) is delivered to the Common Members, and each (and all) of the Common Members timely funds (at its sole option and election) its Percentage Interest of the aggregate amount required pursuant to such Additional Capital Contribution Notice, the amounts funded by such Common Members shall be funded as (and deemed) Additional Capital Contributions. If any Additional Capital Contribution Notice for any Permitted Capital Call (other than for Required Capital Contributions) is delivered to the Common Members, and if one or more (but less than all) of the Common Members funds (at its sole option and election) the aggregate amount required pursuant to such Additional Capital Contribution Notice, the amounts funded by such Common Members shall be funded as (and deemed) a loan to the Company (each, a “Company Loan”), the proceeds of which shall be used for the purposes set forth in such Additional Capital Contribution Notice.

(b) Each Company Loan (i) shall bear interest at the Applicable Rate, compounding monthly, with interest accruing on a monthly basis until such time as all principal and interest due with respect to such Company Loan is paid in full (with interest being prorated based on the number of days accrued during any such period, as applicable), (ii) shall have a term expiring on the earlier to occur of (x) dissolution, liquidation or other winding up of the Company, and (y) any Transfer by the funding Common Member of its entire Equity Interest, and (iii) shall be repaid solely from available cash flows, or the proceeds of any capital event, of the Company. Except as expressly permitted pursuant to the terms of Section 4.2.2(a), Available Cash shall not be distributed to the Common Members for so long as any Company Loan(s) (as defined herein and in the Ivory Parent LLC Agreement, as applicable) (including all interest accrued thereon) remains outstanding and unpaid (provided Available Cash shall be used proportionately (i) to pay any Company Loans and (ii) for distribution to Ivory Parent Member to pay any Company Loans (as defined in the Ivory Parent LLC Agreement)).

3.1.5 Loans to the Company; Guarantees. Except as otherwise expressly provided in this Agreement, no Member shall be required or permitted to (i) make any loan or advance to the Company or any other JV Entity, or (ii) cause to be loaned any money or other assets to the Company or any other JV Entity, nor shall any JV Entity be required or permitted to accept any loans or advances offered by any Member. Subject to the terms of the Venture Agreements, in no event shall any Member (or its direct or indirect investors) be obligated to provide any indemnities, guaranties or credit enhancements, incur any recourse obligations, or assume any personal liability, in connection with any debt of the Company, any other JV Entity or any Property.

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3.1.6 [Intentionally Deleted].

3.1.7 Capital Contributions of Preferred Members. Each Member holding Preferred Units (or its predecessor Member) (“Preferred Member”) has made or, at the time of his, her or its admission to the Company shall make, an initial Capital Contribution of $1,000 or such other amount as the Board, by the Requisite Board Approval, may determine for each Preferred Unit; provided that the total number of Preferred Members shall not exceed 125 and the aggregate initial Capital Contributions of the Preferred Members shall not exceed $125,000, unless in each case, approved by the Board, by the Requisite Board Approval. Except for its initial Capital Contribution, no Preferred Member shall be required, have any obligation, or be permitted to make any Additional Capital Contributions. Except as expressly set forth in this Agreement or upon the dissolution of the Company, no Preferred Member shall have the right to demand a withdrawal, reduction or return of its Capital Contributions or receive interest thereon.

3.2 [Intentionally Deleted].

3.3 Company Units.

3.3.1 Classes of Units. The Members shall hold units of interests in the Company, as described in Section 3.3.5, and which shall be classified as either “Common Units,” “Preferred Units” or “Excess Units,” which classification shall be set forth on Schedule I (or otherwise in the books and records of the Company). “Units” represent, in respect of a Member, the interest of such Member in the Company at any particular time, whether classified as Common Units, Preferred Units or Excess Units. No Member has any interest in specific real or personal property of the Company. The Company (including by a transfer agent or registrar, in the case of Preferred Units, engaged by the Company) shall maintain a register of each Member’s Units, which shall be revised from time to time if a Member is admitted in accordance with this Agreement or in connection with a Transfer permitted under this Agreement. Units shall be personal property for all purposes. The Members holding Common Units, Preferred Units and Excess Units shall have the rights, obligations and preferences as set forth herein.

3.3.2 Percentage Interest. The “Percentage Interest” of each Common Member is set forth on Schedule I attached hereto, which shall be adjusted only as expressly set forth in this Agreement. The sum of all Percentage Interests of all Common Members shall equal one hundred percent (100%). The Company shall maintain a record of each Common Member’s Percentage Interest. The Preferred Members shall not have a Percentage Interest in respect of their Preferred Units.

3.3.3 Excess Units. Upon the occurrence of the events specified in Section 10.3, some or all of the Units of a Member may be converted to a separate class of interests which shall be denominated as “Excess Units,” and which shall have such rights, privileges and preferences as set forth in Section 10.3.

3.3.4 Additional Classes. The Board may, with the Requisite Board Approval, from time to time establish additional classes of Units, with any such additional class having such relative rights, powers and duties as may be designated by such Requisite Board Approval, including rights, powers and duties senior to existing classes.

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3.3.5 Authorized Units. The total number of Units of all classes of equity that the Company is authorized to issue, as of the Effective Date, is 1,125. Of those units, 1,000 units are classified as “Common Units”, 125 units are classified as “Preferred Units”, and zero (0) units are classified as Excess Units. The Preferred Units shall have the rights, preferences, powers and limitations described in this Agreement, including without limitation those described in Exhibit A attached hereto. In the event of any conflict between the terms of the Preferred Units described on Exhibit A and any other provisions in this Agreement, the terms contained in Exhibit A shall control. To the maximum extent permitted under the Act, with the Requisite Board Approval, the Board may amend this Agreement from time to time to increase or decrease the aggregate number of units of equity or the number of units of any class or series that the Company has authority to issue.

3.4 Capital Structure Adjustments. No Unit splits, Unit combinations, distributions of Units or other similar events involving any class of Units of the Company may be effected unless (a) such splits, combinations, distributions or similar events are effected simultaneously and proportionately with respect to all other classes of Units of the Company, and (b) the Board has approved the same with the Requisite Board Approval.

ARTICLE IV

COMMON MEMBERSHIP INTERESTS

4.1 Voting. Except as may otherwise be required by the Act, voting power with respect to all matters requiring Member action shall be vested exclusively in the holders of the Common Units. No Member, solely by virtue of holding Preferred Units or Excess Units, shall be entitled, and none of the holders of the Preferred Units or the Excess Units shall have the right, to vote on any matters except as required by the Act. Each Common Member shall have one (1) vote on all matters on which the holders of Common Units are entitled to vote and, except as required by the Act, shall be entitled to exercise such vote in its sole and absolute discretion.

4.1.1 Notwithstanding the foregoing, the consent of the holders of a majority of the outstanding Preferred Units (excluding any units that were not issued in a private placement of the Preferred Units conducted by the Paying Agent), voting as a separate class, shall be required for (a) authorization or issuance of any membership interest or equity security of the Company with any rights that are senior to or have parity with the Preferred Units, (b) any amendment to the Agreement or the Company’s Certificate of Formation that has a material adverse effect on the rights and preferences of the Preferred Units or which increases the number of authorized or issued Preferred Units, or (c) any reclassification of the Preferred Units. The holders of the Preferred Units acknowledge and agree that their subscription documents for Preferred Units contain an irrevocable (to the maximum extent permitted by applicable Legal Requirements) power of attorney in favor of the Paying Agent.

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4.2 Distributions.

4.2.1 The holders of the then-outstanding Preferred Units shall be entitled to receive on a pro rata basis, when, as and if declared by the Board, with the Requisite Board Approval, out of funds legally available therefor, cumulative distributions for each distribution period (each, a “Distribution Period”) which shall be payable on or before June 30 and December 31 of each year (each, a “Preferred Distribution Payment Date”) at the Distribution Preferred Rate of the Liquidation Value for each Preferred Unit (the “Preferred Distributions”); provided, however, that if any Preferred Distribution Payment Date is not a Business Day, then the distribution which would otherwise have been payable on such Preferred Distribution Payment Date may be paid on the preceding Business Day or the following Business Day with the same force and effect as if paid on such Preferred Distribution Payment Date. The Preferred Distributions will accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of distributions. Subject to Section 4.2.2(b), all accrued and unpaid Preferred Distributions for all prior Distribution Periods shall be fully paid or declared with funds irrevocably set apart before any distribution or payment may be made to holders of Common Units (and prior to the repayment of any Company Loan). If at any time the Company pays less than the total amount of distributions then accrued for all prior Distribution Periods with respect to the Preferred Units, such payment will be distributed ratably among the holders of the Preferred Units in proportion to the respective numbers of Preferred Units owned by such holders. Any distributions on the Preferred Units will be payable on the dates that are required to be in compliance with the terms of the Preferred Units and in such manner that the Company is in compliance with the REIT rules under the Code. Any distribution payable on the Preferred Units for any partial distribution period will be computed on the basis of a 360-day year consisting of twelve 30-day months.

4.2.2

(a) Subject to Sections 3.1.4, 3.1.5, 4.2.3, and 4.2.4, commencing on March 12, 2023 and on the 12^th day of each calendar month thereafter (or on a more frequent basis approved by the Board with the Requisite Board Approval, from time to time), the Company shall distribute any Available Cash to the Common Members; provided, however, that (i) no distributions (other than distributions necessary to maintain REIT qualification) may be paid to the Common Members at any time when any Company Loan(s) (including any interest thereon) is outstanding and unpaid, and (ii) the Common Members acknowledge that it has been requested that Company Management deliver to each Common Member a good faith estimate of the amount of the expected distribution to such Common Member on the 10^th day of each month. Subject to Sections 3.1.4, 3.1.5, 4.2.3, and 4.2.4, any such distribution will be distributed ratably among the holders of the units of each class or series of Common Units in proportion to the respective numbers of Common Units of such class or series owned by such holders.

(b) Subject to Section 4.2.2(c), unless full cumulative distributions on the Preferred Units due and owing as of the prior Preferred Distribution Payment Date have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for payment for all past Distribution Periods up to the prior Preferred Distribution Payment Date, no distributions (other than in limited liability company shares ranking junior to the Preferred Units as to distributions and upon liquidation) shall be authorized or paid or set aside for payment nor shall any other distribution be authorized or made upon any limited liability company shares of the Company ranking junior to the Preferred Units as to distributions or upon liquidation, nor shall any limited liability company shares of the Company ranking junior to the Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for

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the redemption of any such shares) by the Company (except by conversion into or exchange for other limited liability company shares of the Company ranking junior to the Preferred Units as to distributions and upon liquidation). Any distribution payment made on the Preferred Units shall be first credited against the earliest accrued but unpaid distribution due with respect to such shares which remains payable.

(c) Notwithstanding anything to the contrary contained herein, the Company may declare and pay distributions to Common Members and redeem Common Units without first having declared or paid the full amount of accrued distributions on the outstanding Preferred Units for all past Distribution Periods or setting such amount apart for payment if (i) the amount of accrued and unpaid distributions on each outstanding Preferred Unit at such time is less than the amount which will be due on the next distribution payment date following a distribution payment date on which the distribution is not paid, taking into account the compounding contemplated by the definition of Distribution Preferred Rate and (ii) after giving effect to the payment of the proposed Common Unit distributions or redemption, the Company projects that the cash available for distribution on the Preferred Units as of the end of the next Distribution Period would be sufficient to fund the full payment of the accrued and unpaid distributions at such time.

4.2.3 The Company may withhold from any distributions that it makes to its Members any amounts the Company determines, in its reasonable judgment and based upon consultation with the Company’s tax advisors, that the Company is required to withhold pursuant to U.S. federal, state or local, or foreign Legal Requirements; provided, however, that the Company shall not withhold from any distributions with respect to which the applicable Member has provided a duly executed and valid withholding tax form evidencing an exemption from withholding tax under applicable Legal Requirements. Amounts so withheld from distributions to a Member shall be paid over to the appropriate Taxing Authority, and shall be deemed to have been distributed to such Member for all purposes of this Agreement. Before withholding and paying over to any Taxing Authority any amount purportedly representing a tax liability of the Member pursuant to this Section 4.2.3, the Company will (a) provide the Member with notice of the claim of such Taxing Authority that such withholding and payment is required by law, (b) provide the Member the opportunity to contest such claim (to the extent permitted by applicable U.S. federal, state or local, or foreign Legal Requirements) during any period, provided (x) such contest does not subject the Company or the Board to any potential liability to such Taxing Authority for any such claimed withholding and payment and (y) any such contest will not limit or restrict the ability of the Company or the Board to make the relevant withholding and payment on or before the due date, and (c) assist such Member in recovering, to the extent permitted by applicable U.S. federal, state or local, or foreign Legal Requirements, any tax withheld solely as a result of its investment in the Company. If the amount withheld or paid was not withheld from actual distributions to a Member, the Company may, at the option of the Board, (i) require the Member to reimburse the Company for such withholding or payment promptly upon notification of an obligation to reimburse the Company pursuant to this Section 4.2.3 or (ii) reduce any subsequent distributions to such Member by the amount of such withholding or payment. Each Member agrees to furnish the Company with any representations and forms as shall reasonably be requested by the Company or the Board to assist it in determining the extent of, and in fulfilling, its withholding or tax payment obligations. Without limiting the foregoing, any amounts reimbursed by any Member for taxes withheld or paid pursuant to this Section 4.2.3 shall in no

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event constitute a Capital Contribution for purposes of this Agreement. The provisions contained in this Section 4.2.3 shall survive the termination of the Company and the withdrawal of any Member. The Company or the Board (with the Requisite Board Approval) may pursue and enforce all rights and remedies it may have against each Member under this Section 4.2.3, including instituting a lawsuit to collect such contribution with interest calculated at an annual compounded rate equal to a variable rate per annum equal to the rate of interest most recently published by The Wall Street Journal as the “prime rate” at large U.S. money center banks plus six percentage points per annum (but not in excess of the highest rate per annum permitted by applicable Legal Requirements as determined by the Board (with the Requisite Board Approval)).

4.2.4 To the maximum extent permitted under the applicable Legal Requirements, prior to the earlier of the liquidation of the Company or the Restriction Termination Date, the Company shall pay such distributions (including consent dividends within the meaning of Section 565 of the Code) as are necessary to permit the Company to qualify or continue to qualify as a REIT under the Code and avoid the imposition of any federal income or excise tax and, in particular, shall distribute (including where necessary via consent dividend) for each taxable year all of its “real estate investment trust taxable income” (as defined in section 857(b)(2) of the Code) for such taxable year (or, if greater, its taxable income determined for state income tax purposes in any state in which the Company files income tax returns or pays taxes based on net income), determined without regard to any dividends paid deduction and by excluding any net capital gain. If the Board determines, with the Requisite Board Approval, that “consent dividends” within the meaning of section 565 of the Code in respect of a taxable year are necessary or appropriate to ensure or maintain the status of the Company as a REIT for U.S. federal income tax purposes and/or to avoid the imposition of any U.S. federal or state income or excise tax, each Member shall cooperate with any request by the Company to take any and all actions necessary or appropriate under the Code, any regulations promulgated thereunder, any court decision or any administrative positions of the United States Department of the Treasury (including any IRS forms or other forms) to result in distributions sufficient to maintain the Company’s status as a REIT and avoid the Company incurring U.S. federal income or excise tax for such taxable year. Notwithstanding the foregoing, the Company shall not make any distribution (including a consent dividend) that is characterized as a Capital Gain Dividend or any distribution (including a consent dividend) that is subject to Section 897(h) of the Code (in each case, other than with respect solely to (a) gain resulting from a foreclosure, condemnation or other similar involuntary disposition of the applicable USRPI (provided that the Company shall use best efforts in advance of such event in deciding on an appropriate and tax efficient way to structure any such event) or (b) gain on the disposition of the equity interests of any Company Subsidiary treated as a corporation for U.S. federal income tax purposes), in each case unless the G Member Board Member has approved the distribution or the sale or other disposition of the applicable Property or other applicable USRPI by the Company or any Company Subsidiary (provided that such approval shall not be effective unless the G Member Board Member has been notified, prior to giving such approval, that the distribution would, or would be reasonably likely to, be treated as a distribution under Section 897(h) of the Code).

4.2.5 Subject to Legal Requirements and the terms of this Agreement, the Company shall be entitled to pay distributions out of any source of funds legally available therefor, including, without limitation, if approved by the Requisite Board Approval, the proceeds of the issuance by the Company of Equity Interests and/or indebtedness. Subject to any restrictions or limitations as may be set forth in this Agreement and if approved by the Requisite Board Approval, the Company may from time to time authorize and declare and pay distributions in property or other assets of the Company or in securities of the Company.

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4.2.6 The distribution rights of the holders of Excess Units are set forth in Section 10.3.5.

4.3 Liquidation and Dissolution. In the event of the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, subject to the limitations imposed by applicable Legal Requirements, distributions to the Company’s equity holders shall be made in the following manner:

4.3.1 Each holder of Preferred Units shall be entitled to receive, by reason of its ownership thereof, an amount equal to its initial Capital Contribution for each Preferred Unit (the “Liquidation Value”) then held by such holder, plus an amount equal to all accrued but unpaid Preferred Distributions on such Preferred Units, and, if such liquidation, dissolution or winding up of the Company occurs before the Redemption Premium right expires, the per unit Redemption Premium in effect on the date of payment (together, the “Preferred Preference”). The Preferred Preference shall be paid to the holders of Preferred Units simultaneously with or prior to the final liquidating distribution paid to the holders of Common Units; provided, however, that no final liquidating distribution may be paid to the holders of Common Units at any time when the full Preferred Preference shall not have been paid to the holders of the Preferred Units. If, upon the payment of the final liquidating distribution to the holders of Preferred Units, the assets and funds available to be distributed among the holders of the Preferred Units shall be insufficient to permit the payment to such holders of the full Preferred Preference to which such holders are entitled under this Section 4.3.1, then the entire assets and funds of the Company legally available for distribution to such holders shall be distributed ratably based on the total preferential amount due each such holder under this Section 4.3.1. Notwithstanding anything to the contrary herein, in connection with (a) the consolidation or merger of the Company with or into any entity or of any other entity with or into the Company, (b) the adoption of a plan of liquidation, or (c) the sale, lease or conveyance of all or substantially all of the assets or business of the Company, the Company may make distributions to the holders of Common Units without paying the liquidating distributions to which the holders of Preferred Units would then be entitled upon any voluntary or involuntary liquidation, dissolution or winding up of the Company so long as an amount equal to the full amount of such liquidating distributions has been set apart for payment before any distribution of assets is made following any such events described in clauses (a), (b) or (c) of this Section 4.3.1 to the holders of Common Units. If the Company elects to set such amounts apart for payment to the holders of the Preferred Units, the Preferred Units shall remain outstanding until the holders thereof are paid the full liquidating distributions to which they entitled, which payments shall be made no later than immediately prior to the date on which the Company plans to make its final liquidating distribution in respect of the Common Units.

4.3.2 The remaining assets of the Company in excess of the aggregate Preferred Preference payable to the holders of Preferred Units shall be applied in the following order: (i) first, payment in full of all Company Loans (including all interest accrued thereon), and (ii) thereafter, distributed to the Common Members as provided in Section 4.2.2.

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4.3.3 The liquidation rights of the holders of Excess Units are set forth in Section 10.3.6.

4.4 No Preemptive Rights. Except as may otherwise be provided by contract, no holders of units of any class of equity of the Company shall have any preemptive rights to purchase or subscribe for any units or additional units of equity of the Company that the Company may issue or sell from time to time.

4.5 Redemption. Subject to Section 8.1, the outstanding Preferred Units, as a class and not on a unit-by-unit basis, are subject to redemption by the Company at any time by notice of such redemption on a date selected by the Company for such redemption (the “Redemption Date”). On the Redemption Date, each Preferred Unit will be immediately cancelled and each holder of Preferred Units will be entitled to receive cash, promptly after the Redemption Date, equal to the sum of (a) the Liquidation Value of such holder’s Preferred Units plus (b) all accrued and unpaid Preferred Distributions to the Redemption Date and, as applicable, (c) the Redemption Premium (together, the “Redemption Price”). From and after the close of business on the Redemption Date, no distribution on the Preferred Units will accrue, the Preferred Units will no longer be deemed to be outstanding, and the holders of the Preferred Units will cease to have any rights as holders of Preferred Units except the right to receive the Redemption Price for the Preferred Units.

4.6 Conversion. Other than conversion into Excess Units pursuant to Article X hereof, (a) the Preferred Units are not convertible into equity of any other class or series, and (b) the Common Units of any series shall have such conversion rights, if any, only as determined by the Board with the Requisite Board Approval.

4.7 Actions; Voting Rights. Except as otherwise expressly provided in this Agreement or as required by the Act or other Legal Requirements, the Members shall not be entitled to vote on any matter, it being the intention of the Members that, to the fullest extent permissible under Legal Requirements, all matters shall be determined and all actions shall be taken by the Board with the Requisite Board Approval.

4.8 Compensation. No Member (and no Member’s Affiliate) shall be entitled to any fees, commissions, carried interest payment or other compensation from the Company for any services rendered to or performed for the Company.

4.9 Meetings. The Company shall not be required to hold annual or other meetings of the Members. Notwithstanding the foregoing, a meeting of Members for the purpose of the Members taking action to approve any action by the Company or any other matter upon which Members are entitled to vote as required by the Act or otherwise hereunder shall be called by the Board as necessary.

4.10 Liability. Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company, solely by reason of being a Member of the Company.

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ARTICLE V

UNIT HOLDER MATTERS

5.1 Registered Ownership. Units will be uncertificated and a Member’s ownership of Units shall be evidenced by direct registration on the books and records of the Company or its transfer agent or registrar.

5.2 Transfer of Units. Subject to the restrictions on Transfer set forth in Article X of this Agreement, Units shall be freely transferable or assignable. Any transfer shall be made on the books and records of the Company by the holder in person or by attorney upon surrender to the Company or its transfer agent or registrar of a written assignment, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signatures as the Company or its transfer agent or registrar may reasonably require.

5.3 Record Holders/ Assignments. A Member may at any time assign in whole or in part its Units in the Company to the extent permitted by Article X. If a Member Transfers its Units in the Company as permitted by Article X, the transferee shall be admitted to the Company as a substitute member upon its execution and delivery of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument shall be satisfactory to the Board by the Requisite Board Approval (and may be a counterpart signature page to this Agreement). The name and address of any such substitute member shall be set forth in the books and records of the Company. If a Member Transfers any of its Units in the Company, the admission of the transferee with respect to such Units shall be deemed effective contemporaneously with the consummation of the Transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company with respect to such Units. Except as may otherwise be required by the Act, the Company shall be entitled to treat the record holder of Units as shown on its books as the owner of such Units for all purposes, including any payment of distributions and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such Units, until the Units have been transferred on the books and records of the Company in accordance with the requirements of this Agreement.

5.4 Addresses of Members. It shall be the duty of each Member to notify promptly the Company of his, her or its postal address and any changes thereto.

ARTICLE VI

BOARD, MANAGEMENT AND OPERATIONS

6.1 Board.

6.1.1 Notwithstanding anything to the contrary in this Agreement, the Company is intended to operate in a manner that will meet the requirements of Section 856(a)(1) of the Code at all times, and this Agreement shall be interpreted in a manner consistent therewith. The business and affairs of the Company shall be managed by a board of directors (the “Board”) to the fullest extent permitted by the Act. The Board shall consist of eleven (11) board members (each, a “Board Member”). Six (6) Board Members shall be designated by Ivory Parent Member (subject to the

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OS REIT Board Remedies (as defined in Exhibit A of the Ivory Parent LLC Agreement)) (three (3) of which shall be identified by Ivory Parent Member as the “Other Ivory Parent Board Members” and shall have a voting power of three (3) votes, and three (3) of which shall be identified by Ivory Parent Member as the “OS Ivory Parent Board Members” and shall have a voting power of three (3) votes), and (subject to the terms of Section 6.1.2) five (5) Board Members shall be designated by G Member (each, a “G Member Board Member” and shall have a voting power of five (5) votes). Except for any Independent Director or any Board Member that is a member of Company Management (any such Board Member, a “Non-Affiliated Board Member”), a Board Member must be an employee, officer or director of the Board Member Designating Party (or an Affiliate of the Board Member Designating Party) of such Board Member. Any Board Member Designating Party, by written notice to the Board (with a copy to Company Management) from time to time, shall be entitled to designate to any single Board Member appointed by such Board Member Designating Party voting power of more than one (1) vote, provided all of the Board Members appointed by such Board Member Designating Party shall not have the right to vote more than the aggregate voting power of such Board Members as set forth above.

6.1.2 During any period that G Member and its Affiliates, directly and/or indirectly, collectively, (i) owns less than ten percent (10%) of the aggregate Common Units, G Member shall have no right to designate any Board Members, but shall have the right to approve any Fundamental Matter, and (ii) owns at least ten percent (10%), but less than twenty-five percent (25%), of the aggregate Common Units, G Member shall have right to designate only one (1) Board Member, but shall have the right to approve any Fundamental Matter.

6.1.3 The term of any Board Member will begin at his or her appointment, and will continue until removed pursuant to this Section 6.1.3. Any Board Member may be removed by or as a result of (a) the death of the Board Member, (b) the voluntary resignation of the Board Member, or (c) action by the Common Member designating such Board Member. In the event of removal of a Board Member, the resulting vacancy shall be filled by the Common Member that designated such Board Member.

6.1.4 Each Board Member shall devote such time to the affairs of the Company as he or she deems to be necessary or desirable or in connection with his or her duties and responsibilities hereunder.

6.1.5 Except for compensation paid by the Company to any Independent Director as approved by the Board with the Requisite Board Approval, no Board Member shall be entitled to receive any salary or other remuneration or expense reimbursement from the Company or any other JV Entity for services rendered as a Board Member.

6.1.6 No individual Board Member shall have any power or authority to bind or act on behalf of the Company in any way without the Requisite Board Approval.

6.1.7 No meeting of the Board shall be convened unless there is a quorum of the Board, which shall mean the attendance and participation by at least the number of Board Members required to authorize the Requisite Board Approval, in person or by proxy as otherwise permitted in Section 6.2.

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6.1.8 Notwithstanding the foregoing and for the avoidance of doubt, if a Member Transfers its Common Units, such Member shall have the right to Transfer to the transferee its right hereunder to designate Board Member(s).

6.2 Meetings and Written Actions of the Board. The Board shall hold meetings at least once per fiscal quarter of the Company on such dates and at such places and times as may be determined by the Board. The agenda items for each quarterly meeting shall include a review of the Company’s business and activities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a written consent or consents thereto is or are signed by the Board Members required to take such action as set forth in Section 6.3. Board Members may participate in a meeting of the Board by means of conference or video telephone or similar communications equipment by means of which all Board Members participating in the meeting can hear each other, and participation in a meeting pursuant to this sentence shall constitute presence in person at such meeting.

6.3 Board Action. Subject to the terms of Section 6.5, any of the following actions (including any approval) proposed to be taken or granted by the Board shall require the following affirmative vote of the Board Members (as applicable, and subject to the provisos below, the “Requisite Board Approval”):

(a) during the Interim Governance Period, any action taken (including any approval granted) by the Board (expressly including any action or matter that is set forth on the list of Fundamental Matters, Consultation Matters, Special Major Decisions and/or Major Decisions) shall require approval by at least the majority of the Board Members, provided (i) any Fundamental Matter shall require the approval of the OS Ivory Parent Board Members, and (ii) with respect to any Consultation Matter, prior to taking the applicable action, the Board shall have consulted with (but in any event shall have no obligation to obtain the approval or consent of) the OS Ivory Parent Board Members;

(b) after the expiration of the Interim Governance Period, any action of the Board that is a Special Major Decision shall require approval by at least eight (8) of the Board Members, provided with respect to any Consultation Matter, prior to taking the applicable action, the Board shall have consulted with (but in any event shall have no obligation to obtain the approval or consent of) the OS Ivory Parent Board Members; and

(c) after the expiration of the Interim Governance Period, any action of the Board that is a Major Decision shall require approval by at least nine (9) of the Board Members.

Notwithstanding the foregoing or anything to the contrary contained in this Agreement, if the purchaser (or any of its Affiliates) under the Forward Interest Purchase Agreement or any Venture Agreement is then in default thereunder, the OS Ivory Parent Board Members shall not have the right to participate in any vote of the Board relating to a Manco Spin and such vote shall be deemed to be a Special Major Decision hereunder.

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6.4 Duty.

6.4.1 Each of the Board Members shall constitute “managers” within the meaning of the Act. A Board Member (in his or her capacity as such), or any Person that designated such Board Member, shall not, to the fullest extent permitted by Section 18-1101(c) of the Act, owe any duties at law or in equity (including fiduciary duties) to the Company, any Member, any other Board Member, any of their respective Affiliates, or any other Person; provided, however, that (i) each Board Member (other than any Non-Affiliated Board Member) shall owe fiduciary duties solely to its Board Member Designating Party, and shall be entitled to consider only the interests of its Board Member Designating Party in connection with any decision or action brought before such Board Member in his or her capacity as such Board Member and shall have no duty or obligation to consider any other interests or factors affecting the Company, any Member, any other Board Member, or any of their respective Affiliates, provided the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, and (ii) any Non-Affiliated Board Member shall owe solely those duties as set forth in Section 6.4.2. Without limiting the foregoing, no Board Member acting in accordance with this Agreement shall be liable to the Company, any Member, any of their respective Affiliates or any other Person for his or her good faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they eliminate or restrict the duties of a Board Member otherwise existing at law or in equity, are agreed by all parties hereto to replace such other duties to the greatest extent permitted under applicable Legal Requirements.

6.4.2 Notwithstanding anything to the contrary contained in Section 6.4.1, each Non-Affiliated Board Member shall, in his or her capacity as such, owe fiduciary duties in accordance with applicable Delaware rules of law and equity to the Company and its Members, and (without limiting the generality of the foregoing) shall consider the interests of the Company and its Members (and not only the interests of its Board Member Designating Party) in connection with any decision or action brought before such Non-Affiliated Board Member in his or her capacity as a Board Member.

6.4.3 Notwithstanding anything in this Agreement or in any other Venture Agreement to the contrary, (i) to the extent of any liability, responsibility or obligation pursuant to the terms of this Agreement or any other Venture Agreement, the Board Member Designating Party for any Board Member (other than any Non-Affiliated Board Member) shall be solely liable, responsible and obligated for (a) any and all actions and omissions taken or not taken by such Board Member in such Board Member’s capacity as a member of the Board, and (b) any and all losses, claims, damages, liabilities, expenses (including reasonable out-of-pocket legal fees and expenses), judgments, fines, settlements and other amounts to the extent arising from or out of the failure of such Board Member to perform its duties hereunder or to act in accordance with this Agreement or such Venture Agreement or out of any other action or failure to act in his or her capacity as a Board Member, and subject to the foregoing in no event whatsoever shall any such Board Member have personal or other liability for any of the matters set forth in this Agreement, and (ii) with respect to any Non-Affiliated Board Member, the Board Member Designating Party for such Non-Affiliated Board Member shall not have any liability, responsibility or obligation for (x) any actions or omissions taken or not taken by such Non-Affiliated Board Member in such Non-Affiliated Board Member’s capacity as a member of the Board, or (y) any losses, claims, damages, liabilities, expenses (including out-of-pocket legal fees and expenses), judgments, fines, settlements or other amounts to the extent arising from or out of the failure of such Non-Affiliated Board Member to perform his or her duties hereunder or to act in accordance with the terms of this Agreement or any other Venture Agreement or out of any other action or failure to act in his or her capacity as a Board Member. Subject to, and in accordance with the foregoing and Article 9, each

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Member, on behalf of itself and its respective Affiliates, hereby unconditionally and irrevocably waives and relinquishes any right it may have to bring or institute any action or legal or judicial proceeding, or assert or make any claim, against any Board Member (other than any Non-Affiliated Board Member, but subject to, and only in accordance with, the terms of Article 9) under any circumstance whatsoever.

6.5 Management.

6.5.1 Management Designation. Subject to the terms of this Agreement (and the consultation, approval, consent, and veto rights of the Board and the Members provided for in this Agreement), including Section 6.5.2, the Board hereby designates to Company Management the right and obligation to manage the day-to-day operations of the Company and the other JV Entities (but expressly excluding any action or matter that is set forth on the list of Fundamental Matters, Consultation Matters, Special Major Decisions and/or Major Decisions). Subject to the foregoing and the supervision of the Board, Company Management shall exercise all of the rights and powers as are necessary or advisable for it to manage the Properties, business and affairs of the Company and of the JV Entities.

6.5.2 Board Management. Notwithstanding anything to the contrary contained in this Agreement, (i) the management and the conduct of the Company and the other JV Entities shall at all times remain the sole responsibility of the Board and all decisions relating to the activities and decisions of the Company and the other JV Entities shall be subject to the exclusive authority of the Board, and (ii) in furtherance of the foregoing, the Board, by the affirmative vote of at least eight (8) of the Board Members, reserves and retains the right at any time and at all times to terminate, withdraw or limit any delegation of any rights and/or responsibilities by the Board to any Person (including to Company Management) relating to the activities and operations of the Company and/or the other JV Entities and shall at all times retain the right to override, by the affirmative vote of at least eight (8) of the Board Members, any action(s) by Company Management taken pursuant to any such delegation, provided the terms of clause (ii) shall not permit the Board to take any action for the purpose of hindering the intention of the Common Members with respect to the Fundamental Matters, Consultation Matters, Special Major Decisions and/or Major Decisions.

6.5.3 Officers. Without violation of the terms of Section 6.6, the Board, with the Requisite Board Approval, may from time to time appoint one or more members of Company Management as officers of the Company (each, an “Officer”) to serve without compensation, each of which shall hold his/her office for such term and shall exercise such powers and perform such duties as shall be determined from time to time by the Board, and any number of offices may be held by the same person. The Officers of the Company shall hold office until their successors are chosen in accordance with the terms of this Section 6.5.3 and qualified. Any Officer may be removed at any time, with or without cause, by the Board, with the Requisite Board Approval. Any vacancy occurring in any office of the Company may be filled by, and at the discretion of, the Board, with the Requisite Board Approval. The Officers, to the extent of the powers vested in them by action of the Board, and in all events subject to the terms of this Agreement, are agents of the Company for the purpose of the Company’s business and, subject to the provisions of this Article VI, the actions of the Officers taken in accordance with such powers shall bind the Company.

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6.6 Company Management.

6.6.1 (i) The Board, with the Requisite Board Approval, may from time to time appoint any chief executive officer, chief financial officer, chief operations officer, one or more other “C-Suite” level executives and/or officers, and (ii) Company Management may from time to time engage one or more managing directors (and similar level management personnel) and/or one or more senior vice presidents of the Company. Company Management shall hold their applicable offices and/or positions for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board with the Requisite Board Approval (or, as applicable, by Company Management).

6.6.2 Company Management, to the extent of the powers vested in any of them by action of the Board with the Requisite Board Approval and in all events subject to the terms of this Agreement, are agents of the Company for the purpose of the Company’s business and, subject to the provisions of this Article VI, the actions of Company Management taken in accordance with such powers shall bind the Company.

6.7 [Intentionally Deleted.]

6.8 Action. Notwithstanding anything to the contrary contained in this Agreement, if (a) any action is authorized by the Board with the Requisite Board Approval, and (b) the Company or Company Management fails to implement the same in a timely manner, any Board Member participating in such vote shall have the right to direct Company Management (or the Company) to take the actions contemplated by such vote or to deliver a notice of the exercise of any right or election of the Company.

6.9 Affiliate Arrangements/Conflicts.

6.9.1 The Members acknowledge that any Affiliate Agreement (and any material actions taken (or determined not to be taken) with respect to such Affiliate Agreement) shall be authorized by the Board with the Requisite Board Approval. Notwithstanding anything to the contrary contained in this Agreement, with respect to any Affiliate Agreement (and any material actions taken (or determined not to be taken) with respect to such Affiliate Agreement), any Board Member(s) designated by the Board Member Designating Party that is party (or whose Affiliate is a party) to such Affiliate Agreement shall be required to recuse himself/herself from, and shall not be entitled to participate in, any discussions or vote relating to such Requisite Board Approval.

6.9.2 In addition to the foregoing, and subject to the terms of Section 6.9.3, a Board Member shall not be permitted to participate in (and any such Board Member(s) shall be excluded from any discussions and information deliveries relating to) any decision or matter subject to any Requisite Board Approval if such decision or matter is or creates (or could reasonably be expected to result in) a conflict of interest (or perceived conflict of interest) between or among any of the Company, any other JV Entity and/or any of their respective assets, business, operations or prospects (including, without limitation, potential acquisitions), on the one hand, and such Board Member, its Board Member Designating Party (and/or any of its or their respective Affiliates), and/or any of their respective assets, vehicles, business, operations or prospects, on the other hand (each, a “Conflict Transaction”).

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6.9.3 In furtherance of the terms of Section 6.9.2, if any Oak Street Party is pursuing or is otherwise involved in any potential acquisition of any asset that is or may be a Conflict Transaction, each OS Ivory Parent Board Member shall recuse himself/herself (and shall be deemed to have recused himself/herself) from any Requisite Board Approval (and any other business) (including any consultation rights pursuant to this Agreement) relating to such Conflict Transaction and the terms of Section 6.9.2 shall apply. If the Company is selected as the winning bidder of any Conflict Transaction and the Requisite Board Approval for the acquisition is not obtained (or such acquisition is not otherwise a Permitted Acquisition), then (i) subject to the terms of Section 6.19, the acquisition of the applicable investment shall be consummated by the applicable Side Car Investors as a Side Car Acquisition, and (ii) the Board Member Designating Party for the OS Ivory Parent Board Members shall not be obligated to participate in such acquisition unless the OS Ivory Parent Board Members expressly approve such participation.

6.10 Annual Business Plan and Budget.

6.10.1 The Company shall have a calendar year budget cycle (January 1 through December 31) (the “Budget Year”). As of the date hereof, the Board, with the Requisite Board Approval, has approved (and hereby approves) the budget for Budget Year 2023. For each Budget Year thereafter, in accordance with the terms of Section 6.10.2, Company Management shall prepare and present for approval to the Board, with the Requisite Board Approval: (i) an operating budget for the Company and the other JV Entities (an “Operating Budget”), (ii) a capital improvement budget for each Property (a “Capital Budget”), and (iii) a one-year narrative business plan (the “Business Plan”, and together with the Operating Budget and the Capital Budget, collectively, the “Annual Business Plan and Budget”). Each Operating Budget shall show, on a month-by-month basis, among other things as may be determined by the Board Members, each line item of anticipated income and expense required to be made with respect to the JV Entities and each Property during such Budget Year. Each Capital Budget shall show, among other things as may be determined by the Board Members, anticipated expenditures for capital improvements with respect to each Property and expected Additional Capital Contributions from the Common Members, if any. Each Business Plan shall include (i) a summary review of the markets that will consider each Common Member’s investment objectives, potential refinancing for the Properties, if relevant, and maintenance and repositioning of the Properties, (ii) a review of current conditions including leasing activity, rent, capital values per square foot, capitalization rates and tenant utilization rates, and (iii) a qualitative and quantitative comparison of the prior years’ Approved Annual Business Plan and Budget (as hereinafter defined).

6.10.2 Each Board Member may, after receipt of any draft Annual Business Plan and Budget, either (a) approve the Annual Business Plan and Budget, or (b) advise Company Management in writing of its objections thereto. If the Requisite Board Approval for any proposed Annual Business Plan and Budget is not obtained and any Board Member has any objections to such proposed Annual Business Plan and Budget, Company Management, such Board Member and the other Board Members shall endeavor to resolve any disagreements with respect thereto as soon as practicable.

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6.10.3 If a proposed Annual Business Plan and Budget is not approved by the Board Members, with the Requisite Board Approval, prior to commencement of the applicable Budget Year, then until an Annual Business Plan and Budget for such Budget Year is approved by the Board Members, with the Requisite Board Approval, the then most recent Approved Annual Business Plan and Budget shall continue to be in effect but with an increase in each line item of recurring expense in such Approved Annual Business Plan and Budget by inflation as reflected by CPI since the date of such most recent Approved Annual Business Plan and Budget; provided, that, (a) to the extent specific line items of the proposed Annual Business Plan and Budget have been approved by the Board Members, with Requisite Board Approval, then the budget for such specific line items shall be deemed approved; and (b) (i) the Operating Budget with respect to any Non-Discretionary Expenses shall be deemed approved; and (ii) with respect to any capital project set forth on a Capital Budget that has started (including, without limitation, to the extent a contract has been entered into with respect to the subject capital project) but not been completed, the unexpended amounts for such capital project and the unexpended portion of the contingency line item in such budget shall carry forward into the following Budget Year.

6.10.4 The Company and the other JV Entities, and Company Management, are authorized to expend amounts to satisfy obligations of the JV Entities to the extent consistent with the Approved Annual Business Plan and Budget, subject to the Permitted Deviations and otherwise in accordance with the terms of this Section 6.10.

6.11 Supplemental Budgets. If, during any Budget Year (including 2023), a material portfolio acquisition occurs after the Annual Business Plan and Budget for such Budget Year is approved by Requisite Board Approval (or such material portfolio acquisition is not otherwise reflected in the Annual Business Plan and Budget), Company Management shall propose a supplement to the Annual Business Plan and Budget reflecting such acquisition, which shall be subject to approval of the Board, with the Requisite Board Approval, to accommodate the acquired assets and the related business operations (the “Supplemental Annual Business Plan and Budget”).

6.12 Documentation/Deliveries. Notwithstanding anything to the contrary contained in this Agreement, each Common Member shall, promptly upon request of the Board or Company Management, provide such publicly available information as the Board or Company Management reasonably requires, including (a) to satisfy applicable anti-money laundering Legal Requirements, and (b) to respond to information requests from lenders and prospective lenders to the Company or any Company Subsidiary, and no Common Member shall have any obligation to deliver any additional information regarding itself or its Affiliates, or deliver any other document, certificate or agreement, to the Board, Company Management or to any other Person, except as expressly set forth in this Agreement.

6.13 Company Liabilities. All liabilities of the Company, including without limitation, indemnity obligations under Article IX, will be liabilities of the Company, and will be paid or satisfied only from the assets of the Company in accordance with Article IX. No liability of the Company will be the obligation of, or payable in whole or in part by, any Member in its capacity as a Member or by any member, partner, shareholder, director, officer, agent, Affiliate or advisor of any Member or its Affiliates.

6.14 New Members. Subject to Section 6.3, a Person shall be admitted as an additional Member of the Company upon execution and delivery thereby of an instrument pursuant to which such additional Member agrees to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement.

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6.15 Other Activities of Members. Except as otherwise expressly provided in any Venture Agreement (including Section 6.9 of this Agreement), the Members and Board Members (and the Affiliates of each of the foregoing parties) are permitted to engage in and possess interests alone or in other business ventures, including the ownership, development, operation, origination, financing and management of real property and other real estate related assets, independently or with others (including activities which may compete with the JV Entities), without having any duty or obligation (equitable, fiduciary or otherwise) to the Company, any Company Subsidiary or any Member on account of such interests or ventures and without being subject to restriction or limitation on its actions in respect of the other business ventures. None of the Company, any other JV Entity or any Member shall by virtue of this Agreement have any right, title or interest in the interests or ventures of any other Member or its Affiliates.

6.16 Waiver of Fiduciary Duties. Subject to the express terms of this Agreement and the other Venture Agreements (which at all times shall apply), to the fullest extent permitted by Legal Requirements, the Members and Board Members shall not have any fiduciary duty, duty of care, or any other duty to the Company, the other JV Entities, any other Member and/or any other Board Member.

6.17 Company Acquisitions.

6.17.1 The Board shall direct Company Management, in connection with any investment opportunity which is not a Permitted Acquisition and is proposed by Company Management for investment by the Company (each, an “Investment Opportunity”), to deliver to the Board an investment preview memorandum (the “Investment Opportunity Memo”) notifying the Board of such Investment Opportunity, which Investment Opportunity Memo shall be in a form approved by the Board, with the Requisite Board Approval.

6.17.2 The Board shall direct Company Management, in connection with any potential acquisition of real property by the Company, (i) to cause the applicable JV Entity(ies) to engage Regulatory Counsel, and (ii) to deliver to the Board a checklist of the Regulatory Requirements for or in connection with the applicable transaction based on advice of Regulatory Counsel, including the analysis and determination as to the applicability of the Regulatory Requirements with respect to such transaction, and Regulatory Counsel’s determination as to whether or not a filing (or any other notice or disclosure) is required, advisable or recommended and any other identified compliance issues. Prior to the consummation of the acquisition by any JV Entity of any real property, CFIUS Counsel and Antitrust Counsel shall have advised the Board and Company Management that, with respect to such acquisition, the JV Entities are (and, at the closing, will be) in compliance with, and have satisfied, all Regulatory Requirements.

6.18 Regulatory Requirements and Cooperation. If at any time (and from time to time) the Company or any other JV Entity (or their respective investors) is required to satisfy or comply with any Regulatory Requirement(s), (i) the Board shall direct Company Management to, and (ii) each Common Member shall (and shall cause its Affiliates to) reasonably cooperate (and, as necessary and applicable, use its reasonable best efforts) to:

6.18.1 (i) make promptly any required submissions and filings under applicable Regulatory Requirements, (ii) promptly furnish information required in connection with such submissions and filings and (iii) keep the other parties (including for the purposes of this Section 6.18 the Board, the Common Members, and their investors) informed with respect to the status of any such submissions;

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(a) (i) promptly notify the other parties of, and if in writing, furnish the others with copies of (or, in the case of oral communications, advise the others of the contents of) any communication from any Governmental Authority, (ii) keep the other parties informed of any developments, meetings or discussions with any Governmental Authority in respect of any filings, investigation, or inquiry concerning the applicable transaction (which may include the transactions contemplated by this Agreement and/or any other the Venture Agreement) and (iii) not independently participate in any meeting or discussions with any Governmental Authority in respect of any filings, investigation or inquiry concerning the applicable transaction without giving the other parties prior notice of such meeting or discussions and, unless prohibited by such Governmental Authority, the opportunity to attend or participate; and

(b) to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Regulatory Requirements so as to obtain all approvals in connection with the applicable transaction.

6.18.2 Subject to applicable Legal Requirements relating to the sharing of information, each of the parties shall have the right to review and discuss in advance, and each will consult with, and consider in good faith any comments made by, the other parties in any proposed written communication to any Governmental Authority and all information relating to any such party (and/or any of its Affiliates) that appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the applicable transaction; provided, however, that (A) each party may designate any non-public information regarding such party or any of its Affiliates provided to any Governmental Authority as restricted to “Regulatory Counsel” only and such information shall not be shared with the other parties, any of such other party’s Affiliates and its and their respective employees, officers, managers or directors or equivalents without approval of such party providing the non-public information, and (B) materials may be redacted as necessary (y) to comply with contractual arrangements and (z) to address reasonable attorney-client or other privilege or confidentiality concerns.

6.18.3 Notwithstanding anything to the contrary contained in this Agreement, none of the provisions of this Agreement shall be construed as requiring any party (or any of its direct or indirect investors or Affiliates) to provide, or cause to be provided or agree or commit to provide, any non-public financial information with respect to such party (or any of its direct or indirect investors or Affiliates), and no failure by any party (or any of its direct or indirect investors or Affiliates) to cause the provision of such information to a Governmental Authority shall be deemed a breach of any provision in this Agreement by such party; provided, however, that a party shall provide any Governmental Authority with information requested by such Governmental Authority, in each case as promptly as possible and in any event within the time required by such Governmental Authority, including pursuant to any extension permitted by such Governmental Authority, to the extent: (i) such information has been provided by such party (or any of its direct or indirect investors or Affiliates) in any prior delivery to such Governmental Authority, or (ii) such information can be provided by such party (or any of its direct or indirect investors or Affiliates) directly to such Governmental Authority (and not provided to any other Member, its respective Affiliates or any other Person).

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6.19 Side Car Investment.

6.19.1 If any Investment Opportunity is proposed to the Board for consideration and approval for acquisition by any JV Entity, and (i) the acquisition is authorized by the Board, with the Requisite Board Approval (such Investment Opportunity, an “Approved Investment Opportunity”), the Board shall be deemed to have directed Company Management to pursue the acquisition of such Approved Investment Opportunity (subject to the terms of Section 6.17), or (ii) the acquisition is not authorized by the Board due to the failure to obtain the Requisite Board Approval (such Investment Opportunity, a “Rejected Investment Opportunity” or a “Side Car Investment”), the terms of this Section 6.19 shall apply (any such transaction, as applicable, a “Side Car Acquisition”) with respect to any Board Member Designating Party (and its Affiliates) that designated the Board Members that approved the acquisition of the asset that was ultimately a Rejected Investment Opportunity (each an “Approving Investor”). For the avoidance of doubt, any Board Member Designating Party (and its Affiliates) that designated any Board Member(s) that rejected (or is deemed to have rejected) any Rejected Investment Opportunity shall not be permitted to participate in any Side Car Acquisition.

(a) Subject to the terms of Section 6.19.1(c)-(e) (inclusive), if there is only one (1) Approving Investor of any Rejected Investment Opportunity, such Approving Investor shall have the right (in its sole discretion), but not the obligation, to acquire or invest in such Rejected Investment Opportunity outside of the Company (and without the approval or participation of any other party and/or any other direct or indirect investor in the Company) by itself or with any other co-investor(s).

(b) Subject to the terms of Section 6.19.1(c)-(e) (inclusive), if there is more than one (1) Approving Investor of any Rejected Investment Opportunity, each Approving Investor shall have the right (each in its sole discretion), but not the obligation, to acquire or invest in such Rejected Investment Opportunity outside of the Company (and without the approval or participation of any other Party and/or any other direct or indirect investor in the Company), and if more than one Approving Investor makes such election, such electing Approving Investors shall invest in the Side Car Acquisition in proportion to their respective (direct and indirect) ownership interests in the Company, and (subject to the approval of the electing Approving Investors) with any other co-investor(s).

(c) If the Approving Investor(s) are not G Member and/or its Affiliate, the acquisition of the Rejected Investment Opportunity in a Side Car Vehicle shall not be permitted (and such Approving Investor(s) shall not be permitted or authorized to acquire the Side Car Investment) unless and until Company Management has approved the transaction (and if Company Management determines to grant its approval of such transaction, Company Management may include as a condition to the granting of such approval that the applicable Side Car Investors and the Side Car Vehicle, as the owner of the Side Car Investment, shall be required to use the resources and management services of the Company (and Company Management) in connection with the Side Car Acquisition and Side Car Investment, in which case the applicable Side Car Vehicle shall enter into a market management agreement with the Company (or another JV Entity) and pay fees to the Company pursuant to such management agreement on market terms or otherwise on terms where the economics are consistent with the G&A and MIP of the Company).

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(d) [Intentionally deleted.]

(e) Notwithstanding anything to the contrary contained in this Agreement, an Approving Investor shall not be entitled to (and each Approving Investor shall cause its Affiliates not to) invest in (or pursue for investment in) any Rejected Investment Opportunity, except pursuant to, and expressly in accordance with, the terms of this Section 6.19, and any investment (or pursuit for investment) by any Approving Investor or any of its Affiliates in any Rejected Investment Opportunity that is not in compliance with the terms of this Section 6.19.1 shall constitute a default and violation of this Agreement.

6.19.2 In connection with any Side Car Acquisition, the Approving Investor(s) and the applicable co-investor(s) (collectively, the “Side Car Investors”) shall form a Delaware limited liability company intended to qualify as a REIT (the “Side Car Vehicle”), which shall have substantially the same ownership structure as the Company (i.e., the Side Car Investors’ interest in the Side Car Investment shall be held through the Side Car Vehicle), shall own the Side Car Investment through one or more entities (consistent with the ownership of the Properties) and will be governed by agreements substantially similar to this Agreement and the other Venture Agreements, as applicable (the “Side Car Venture Documents”). Notwithstanding the foregoing, the Side Car Venture Documents for any Side Car Vehicle (including the governance rights of each investor therein) shall (as appropriate) be modified to reflect such investor’s percentage ownership interest in such Side Car Vehicle (as mutually agreed by the Side Car Investors). Company Management shall pursue the transaction for, and as an investment of, the Side Car Vehicle (outside of the Company). Upon the consummation of the Side Car Acquisition in accordance with the terms of this Section 6.19, the Side Car Vehicle shall engage the Company (or another JV Entity) to manage the Side Car Investment pursuant to a management agreement (a “Side Car Management Agreement”) in accordance with the terms of Schedule XII attached hereto.

6.19.3 Any costs and expenses relating to any Side Car Acquisition, including any costs and expenses attributable to the applicable Side Car Vehicle, the Side Car Investment or any pursuit costs for any Side Car Investment shall be paid by the Side Car Vehicle and/or the Side Car Investors, and none of the JV Entities shall be responsible or liable for any of the foregoing costs or expenses or otherwise with respect to any of the foregoing.

ARTICLE VII

[INTENTIONALLY DELETED]

ARTICLE VIII

GENERAL REIT PROVISIONS

8.1 Qualifying and Maintaining Qualification as a REIT. Unless prohibited by applicable Legal Requirements, the Company shall elect to be taxed as, and, at all times prior to the Restriction Termination Date (if any), is intended to qualify and continue to qualify as, a REIT. The Board shall cause the Company to make all necessary elections and filings in order to

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effectuate the foregoing. The Board may, with the Requisite Board Approval, without any action by the Members, amend this Agreement or take such other action as it determines is necessary or desirable in order to qualify the Company as a REIT or to maintain the Company’s qualification as a REIT. The Board shall use reasonable best efforts to conduct the business and affairs of the Company at all times in such a manner as to continue to maintain the Company’s qualification as a REIT, including by using commercially reasonable efforts to manage the income, assets and operations of the Company such that (a) the gross revenue of the Company (as determined pursuant to Sections 856(c)(2) and (3) of the Code) and the assets of the Company (as determined pursuant to Sections 856(c)(4) and (5) of the Code) will permit the Company to qualify as a REIT and will permit the Company to avoid incurring any tax on prohibited transactions under Section 857(b)(6) of the Code and any tax on redetermined rents, redetermined deductions, and excess interest under Section 857(b)(7) of the Code, and (b) the Company distributes for each taxable year all of its “real estate investment trust taxable income” (as defined in Section 857(b)(2) of the Code) for such taxable year (or, if greater, its taxable income determined for state income tax purposes in any state in which the Company files income tax returns or pays taxes based on net income), determined without regard to any dividends paid deduction and by excluding any net capital gain. The Company shall provide written notice to each of the Members within five (5) Business Days of the Company being notified or otherwise determining that the Company no longer qualifies as a REIT. Without limiting the generality of the foregoing, the Company shall refrain from redeeming units of Preferred Units pursuant to Section 4.5 if such redemption would, or could reasonably be expected to, result in the Company’s failure to maintain its qualification as a REIT. The Company has elected to be treated as a corporation for U.S. federal income tax purposes effective as of August 30, 2022 and shall not revoke such election except with the consent of each Member.

8.2 Termination of REIT Status. The Board shall direct Company Management to use reasonable best efforts to take no action, nor to permit any action to be taken, and the Board shall take no action, to terminate the Company’s status as a REIT until such time as the Board determines, with the Requisite Board Approval, that it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT under the Code and adopts a resolution recommending that the Company terminate its status as a REIT (such date, the “Restriction Termination Date”).

8.3 Intentionally Deleted.

8.4 REIT Consultant. The Company shall engage a nationally recognized accounting firm or other U.S. federal income tax expert in advising Persons on establishing and maintaining status as a REIT (a “REIT Consultant”), the cost of which shall be paid for by the Company, to advise the Company on compliance with the REIT requirements and establishing and maintaining the status of the Company as a REIT. The initial REIT Consultant shall be Ernst & Young LLP.

8.5 REIT Opinions. The Company shall use its reasonable best efforts (at the Company’s expense, except in connection with opinions obtained pursuant to clause (b) below) to cause to be delivered to each Common Member (a) in connection with the sale or transfer of any Equity Interests, and/or (b) upon the request of any Common Member, at such requesting Common Member’s expense (which request pursuant to clause (b) hereof shall be made no more frequently

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than once per year) by the Company, an opinion of counsel from Skadden Arps or another nationally recognized law firm experienced in matters relating to REITs (such other law firm to be reasonably acceptable to the Common Members or, in the case of an opinion requested by less than all of the Common Members, reasonably acceptable to the requesting Common Member(s)), addressed to the Company, substantially to the effect that, commencing with the Company’s initial taxable year, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its actual method of operation has enabled it to meet, and its proposed method of operation will enable it to meet, the requirements for qualification and taxation as a REIT under the Code for its initial taxable year and subsequent taxable years. Such opinion and the related officers’ certificates, equityholder representations and other similar items shall be in customary form and substance and otherwise reasonably satisfactory to the Common Members, and drafts thereof shall be provided to the Common Members for review and comment reasonably in advance of the issuance of such opinion.

8.6 Transferable Shares. Notwithstanding any other provision in this Agreement to the contrary, prior to the Restriction Termination Date, to the fullest extent permitted by Legal Requirements, no determination shall be made by the Board, nor shall any transaction be entered into by the Company that would cause any Equity Interest in the Company or other beneficial interest in the Company not to constitute “transferable shares” or “transferable certificates of beneficial interest” under Section 856(a)(2) of the Code or that would cause any distribution to constitute a preferential dividend as described in Section 562(c) of the Code.

ARTICLE IX

INDEMNIFICATION OF MEMBERS AND THEIR AFFILIATES

9.1 Liability and Indemnification of the Members.

9.1.1 To the fullest extent permitted by applicable Legal Requirements and except as otherwise set forth in this Agreement, no Indemnitee shall have any liability to the Company, any Company Subsidiary, any Member, any Board Member, or any other Person who has or who has acquired any interest in the Company for any loss suffered by the Company, any Company Subsidiary, any Member, any Board Member or any such other Person which arises from any action or inaction of such Indemnitee, other than any such action or inaction constituting fraud, willful misconduct, any bad faith violation of the implied contractual covenant of good faith and fair dealing or, solely with respect to any Non-Affiliated Board Member and not with respect to any other Indemnitee, gross negligence, by such Indemnitee. Without limiting the foregoing, each Indemnitee shall be fully protected in relying in good faith upon the records of the Company and the Company Subsidiaries and upon such information, opinions, reports or statements presented to the Company or any Company Subsidiary by Company Management or any other Person as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Board or Company Management, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company and/or any Company Subsidiary or the fairness to the Company and/or any Company Subsidiary of any transaction.

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9.1.2 Subject to the provisions of Section 9.1.3, the Company shall indemnify, defend and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities, expenses (including reasonable out of pocket legal fees and expenses), judgments, fines, settlements and other amounts to the extent arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which such Indemnitee is involved, or threatened to be involved, as a party or otherwise, by reason of (a) the business, affairs or assets of the Company or any Company Subsidiary, (b) the management of the business, affairs or assets of the Company or any Company Subsidiary, or (c) such Indemnitee’s status as a Member or Board Member, or an Affiliate of any of the foregoing, or an officer, director, partner, member, manager, shareholder, employee or agent of any of the foregoing, in each case which relates to or arises out of the Company, any Company Subsidiary, the business, affairs or assets of the Company or any Affiliate, and in each case regardless of whether such Indemnitee continues to be a Member or Board Member, or an Affiliate of any of the foregoing, at the time any such liability or expense is paid or incurred, and regardless of whether the liability or expense accrued at or relates to, in whole or in part, any time before, on or after the Effective Date. The negative disposition of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in and of itself create a presumption that such Indemnitee acted in a manner that disqualifies Indemnitee from receiving indemnification hereafter pursuant to Section 9.1.

9.1.3 Notwithstanding the foregoing, an Indemnitee shall not be entitled to indemnification under Section 9.1.2 with respect to any claim, issue or matter resulting from any action or inaction constituting fraud, willful misconduct, material breach of this Agreement, any bad faith violation of the implied contractual covenant of good faith and fair dealing or, solely with respect to any Non-Affiliated Board Member and not with respect to any other Indemnitee, gross negligence, by such Indemnitee or by the Person that designated such Person as a Board Member or by any Affiliate of any of the foregoing (or any officer, director, partner, member, manager, shareholder, employee or agent of any of the foregoing)..

9.1.4 Expenses (including reasonable attorneys’ fees and disbursements) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding for which such Indemnitee is indemnified under Section 9.1 (excluding any claim, demand, action, suit or proceeding brought by the Company or any Company Subsidiary or any Common Member (or any direct or indirect investor(s) in any Common Member) against such Indemnitee) shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amounts if it is ultimately determined by a court of competent jurisdiction in a final non-appealable judgment that such Indemnitee is not entitled to indemnification under this Section 9.1 with respect thereto.

9.1.5 The indemnification provided under this Section 9.1 (a) shall be in addition to, and not in limitation of, any other rights to which any Indemnitee may be entitled under any other agreement, contract or instrument or as a matter of law or otherwise, (b) shall continue as to any Indemnitee who has ceased to serve in such capacity and (c) shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of each Indemnitee.

9.1.6 The Company and/or any Company Subsidiary shall purchase and maintain, at the expense of the Company or such Company Subsidiary, insurance for liabilities that are the subject of indemnification provided in this Section 9.1 (which the parties acknowledge is included on the Insurance Schedule).

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9.1.7 An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.1 solely by reason of such Indemnitee having an interest in the transaction with respect to which the indemnification arises or relates if the transaction was otherwise permitted (and duly approved, if applicable) by the terms of this Agreement.

9.1.8 If a claim or assertion of liability is made by an unrelated third party against a possible Indemnitee that, if prevailed upon by any such third party, would result in that party being entitled to indemnification as an Indemnitee pursuant to this Section 9.1 (“Claim”), the Indemnitee shall upon learning of the Claim promptly give to the Company written notice of the Claim and request the Company to defend the Claim at the Company’s sole cost and expense with counsel reasonably acceptable to the Indemnitee. Failure to so notify the Company will not relieve the Company of any liability that the Company would otherwise have to such Indemnitee pursuant to the terms of this Section 9.1 except to the extent that such failure actually and materially prejudices the Company’s and/or any Company Subsidiary’s legal position. The Company shall have the obligation to defend the Indemnitee against the Claim if such Indemnitee is entitled to indemnification pursuant to this Section 9.1. The Indemnitee shall be required to cooperate in all reasonable respects with the defense of any Claim.

9.1.9 If all matters relating to a Claim can be settled by the payment of money and without the need to admit liability on an Indemnitee’s part or to take action other than the execution of documents effecting such settlement, then the Board shall be authorized, with the Requisite Board Approval, to settle such action or proceeding without such Indemnitee’s consent, and the Company shall have no obligation under this Section 9.1 with respect to such matter or other actions or proceedings involving the same or related facts if such Indemnitee refuses to agree to such settlement. If such matter cannot be settled without the need to admit liability on an Indemnitee’s part, then the Company shall not be entitled to settle such action or proceeding without such Indemnitee’s consent, which consent shall not be unreasonably withheld, conditioned or delayed, and if such Indemnitee unreasonably withholds, conditions or delays its consent to any such settlement, then the Company shall have no obligation under this Section 9.1 with respect to such matter or other actions or proceedings involving the same or related facts.

9.1.10 The provisions of this Section 9.1 shall survive the transfer of Equity Interests by any Member and the termination of this Agreement.

ARTICLE X

LIMITATIONS ON TRANSFER AND OWNERSHIP OF UNITS

10.1 Restriction on Ownership and Transfer.

10.1.1 Until the Restriction Termination Date, any purported Transfer that, if effective, would result in the Company being “closely held” within the meaning of section 856(h) of the Code shall be void ab initio as to the Transfer of that amount of Equity Interests that would cause the Company to be “closely held” within the meaning of section 856(h) of the Code, and the intended transferee shall acquire no rights in such Equity Interests.

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10.1.2 From the One Hundred Holders Date until the Restriction Termination Date, any purported Transfer that, if effective, would result in all classes or series of Equity Interests being beneficially owned by fewer than 100 Persons for purposes of section 856(a)(5) of the Code shall be void ab initio and the intended transferee shall acquire no rights in such Equity Interests.

10.1.3 Until the Restriction Termination Date, any purported Transfer that, if effective, would cause the Company to fail to qualify as a REIT, except as otherwise provided in this Section 10.1, shall be void ab initio as to the Transfer of that amount of Equity Interests that would cause the Company to fail to qualify as a REIT, and the intended transferee shall acquire no rights in such Equity Interests.

10.1.4 From and after the date G Member (together with its Affiliates) owns less than 50% of the aggregate Common Units, unless G Member has previously notified the Company in writing that such Member intends for the Sovereign Ownership Percentage to exceed the Sovereign Ownership Limit, any Transfer that, if effective, would result in the Sovereign Ownership Percentage exceeding the Sovereign Ownership Limit shall be void ab initio as to the Transfer of that amount of Equity Interests that would otherwise cause the Sovereign Ownership Percentage to exceed the Sovereign Ownership Limit, and the intended transferee shall acquire no rights in such Equity Interests.

10.1.5 All Transfers shall comply with applicable Legal Requirements.

10.2 Owners Required to Provide Information. Until the Restriction Termination Date, each Person that is a Beneficial Owner of Equity Interests and each Person (including the holder of record) who is holding Equity Interests for a Beneficial Owner shall, within thirty (30) days of receiving a written request from the Company therefor, provide to the Company a written statement or affidavit stating the name and address of such Beneficial Owner, the amount of Equity Interests Beneficially Owned by such Beneficial Owner, a description of how such Equity Interests are held, and such other information as the Company may reasonably request in order to determine the Company’s status as a REIT, as determined by the Board.

10.3 Excess Units.

10.3.1 Conversion into Excess Units.

(a) If, notwithstanding the other provisions contained in this Agreement: (1) prior to the Restriction Termination Date, there is a purported Transfer or Non-Transfer Event that, if effective, would (A) result in the Company being “closely held” as described in Section 10.1.1, (B) result in the Equity Interests being beneficially owned by fewer than 100 Persons as described in Section 10.1.2 on or after the One Hundred Holders Date or (C) otherwise cause the Company to fail to qualify as a REIT after the Effective Date, as described in Section 10.1.3; or (2) if Section 10.1.4 applies and there is a purported Transfer or Non-Transfer Event that, if effective, would cause the Sovereign Ownership Percentage of G Member to exceed the Sovereign Ownership Limit, then, in each case, (X) the purported transferee or resulting holder

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shall be deemed to be a Prohibited Owner and shall acquire no right, title, or interest (or, in the case of a Non-Transfer Event, the Person holding record title to the Equity Interests with respect to which such Non-Transfer Event occurred shall cease to own any right, title, or interest) in such amount of Equity Interests, the ownership of which by such purported transferee or record holder would result in or cause any of the events described in clauses (1) and (2) above, (Y) such amount of Equity Interests shall be automatically converted into an equal amount of Excess Units and transferred to a Trust in accordance with Section 10.3.4 and (Z) the Prohibited Owner shall submit such amount of Equity Interests (including the certificates representing such amount of Equity Interests, if any) to the Company, accompanied by all requisite and duly executed assignments of transfer thereof, for registration in the name of the Trustee of the Trust. Such conversion into Excess Units and transfer to a Trust shall be effective as of the close of business on the Business Day prior to the date of the purported Transfer or Non-Transfer Event, as the case may be, even though the certificates, if any, representing the Equity Interests so converted may be submitted to the Company at a later date.

(b) Upon the occurrence of a conversion of Equity Interests into an equal amount of Excess Units, such Equity Interests shall be automatically retired and canceled, without any action required by the Board or any Person, and shall thereupon be restored to the status of authorized but unissued Equity Interests of the same class and series as the Equity Interests from which such Excess Units were converted and may be reissued by the Company as such Equity Interests.

10.3.2 Remedies for Breach. If the Company or any Board Member shall at any time determine in good faith that a Transfer has taken place in violation of Section 10.1 or that a Person intends to acquire or has attempted to acquire Beneficial Ownership or Constructive Ownership of any Equity Interests in violation of Section 10.1, the Company shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or acquisition, including, but not limited to, refusing to give effect to such Transfer on the books and records of the Company or instituting proceedings to enjoin such Transfer or acquisition, but the failure to take any such action shall not affect the automatic conversion of Equity Interests into Excess Units and their transfer to a Trust in accordance with Section 10.3.1 and Section 10.3.4.

10.3.3 Notice of Restricted Transfer. Any Person who acquires or attempts to acquire Equity Interests in violation of Section 10.1, or any Person who owned Equity Interests that were converted into Excess Units and transferred to a Trust pursuant to Section 10.3.1 and Section 10.3.4, shall immediately give written Notice to the Company of such event and shall provide to the Company such other information as the Company may reasonably request in order to determine the effect, if any, of such Transfer or Non-Transfer Event, as the case may be, on the Company’s status as a REIT.

10.3.4 Ownership in Company. Upon any purported Transfer or Non-Transfer Event that results in Excess Units pursuant to Section 10.3.1, such Excess Units shall be automatically and by operation of law transferred to one or more Trustees of one or more Trusts created by the Company to be held for the exclusive benefit of one or more Beneficiaries designated by the Company. Any conversion of Equity Interests into Excess Units and transfer to a Trust shall be effective as of the close of business on the Business Day prior to the date of the purported Transfer or Non-Transfer Event that results in the conversion. Excess Units so held in trust shall remain issued and outstanding Units of the Company.

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10.3.5 Distribution Rights. The Excess Units shall be entitled to the same distributions (as to both timing and amount) as may be made by the Board in respect to Equity Interests of the same class and series as the Equity Interests from which such Excess Units were converted. The Trustee(s), as record holder(s) of the Excess Units, shall be entitled to receive all distributions and shall hold all such distributions in trust for the benefit of the Beneficiary(ies). The Prohibited Owner with respect to such Excess Units shall repay to the Trust the amount of any distributions received by such Prohibited Owner (i) that are attributable to any Equity Interests that have been converted into Excess Units and (ii) which were distributed by the Company to Members of record on a record date which was on or after the date that such Equity Interests were converted into Excess Units. The Company shall have the right to take all measures that it determines reasonably necessary to recover the amount of any such distribution paid to a Prohibited Owner.

10.3.6 Rights upon Liquidation. In the event of any voluntary or involuntary liquidation of, or winding up of, or any distribution of the assets of, the Company, each holder of Excess Units shall be entitled to receive, ratably with each holder of Equity Interests of the same class and series as the Equity Interests from which such Excess Units were converted and other Members holding such Excess Units, that portion of the assets of the Company that is available for distribution to the Members holding such Equity Interests. The Trust shall distribute to the Prohibited Owner the amounts received upon such liquidation, dissolution, winding up or distribution; provided, however, that the Prohibited Owner shall not be entitled to receive amounts in excess of, in the case of a purported Transfer in which the Prohibited Owner gave value for Equity Interests and which Transfer resulted in the conversion of such Equity Interests into Excess Units, the product of (i) the price per Equity Interest, if any, such Prohibited Owner paid for the Equity Interests and (ii) the amount of Equity Interests which were so converted into Excess Units and held by the Trust, and, in the case of a Non-Transfer Event or purported Transfer in which the Prohibited Owner did not give value for such Equity Interests (e.g., if the Equity Interests were received through a gift or devise) and which Non-Transfer Event or purported Transfer, as the case may be, resulted in the conversion of the Equity Interests into Excess Units, the product of (x) the Market Price per Equity Interest for the Equity Interests that were converted into such Excess Units on the date of such Non-Transfer Event or purported Transfer and (y) the amount of Equity Interests which were so converted into Excess Units. Any remaining amount in such Trust shall be distributed to the Beneficiary(ies).

10.3.7 Voting Rights. The Excess Units shall not entitle the holder to any voting rights. Any vote by a Prohibited Owner as a purported holder of Equity Interests prior to the discovery by the Company and/or the Trustee that such Equity Interests have been converted into Excess Units shall, subject to Legal Requirements, be rescinded and shall be void ab initio with respect to such Excess Units; provided, however, that if the Company has already taken irreversible corporate action, then the Trustee shall not have the authority to rescind such vote.

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10.4 Designation of Permitted Transferee.

10.4.1 As soon as practicable after the Trustee acquires Excess Units, but in an orderly fashion so as not to materially adversely affect the price of Equity Interests or Excess Units, the Trustee shall designate one or more Persons as “Permitted Transferees” and sell to such Permitted Transferees any Excess Units held by the Trustee; provided, however, that (A) any Permitted Transferee so designated purchases for valuable consideration the Excess Units and (B) any Permitted Transferee so designated may acquire such Excess Units without violating any of the restrictions set forth in Section 10.1 and without such acquisition resulting in the conversion of the Equity Interests so acquired into Excess Units and the transfer of such Excess Units to a Trust pursuant to Section 10.3.1 and Section 10.3.4. The Trustee shall have the exclusive and absolute right to designate Permitted Transferees of any and all Excess Units. Prior to any transfer by the Trustee of Excess Units to a Permitted Transferee, the Trustee shall give not less than ten (10) Business Days’ prior written notice to the Company of such intended transfer to enable the Company to determine whether to exercise or waive its purchase rights under Section 10.6. No such transfer by the Trustee of Excess Units to a Permitted Transferee shall be consummated unless the Trustee has received a written waiver of the Company’s purchase rights under Section 10.6.

10.4.2 Upon the designation by the Trustee of one or more Permitted Transferees and compliance with the provisions of this Section 10.4.2, the Trustee shall cause to be transferred to the Permitted Transferee the Excess Units acquired by the Trustee pursuant to Section 10.3.4. Upon such transfer of Excess Units to the Permitted Transferee(s), such Excess Units automatically shall be converted into an equal amount of Equity Interests of the same class and series as the Equity Interests from which such Excess Units were originally converted. Upon the occurrence of such a conversion of Excess Units into an equal amount of Equity Interests, such Excess Units, without any action required by the Board, shall thereupon be restored to the status of authorized but unissued Excess Units and may be reissued by the Company as Excess Units. The Trustee shall (A) cause to be recorded on the books and records of the Company that the Permitted Transferee(s) is/are the holder(s) of record of such amount of Equity Interests, and (B) distribute to the Beneficiary(ies) any and all amounts held in respect of such Excess Units after making payment to the Prohibited Owner pursuant to Section 10.5.

10.4.3 If the Transfer of Excess Units to a purported Permitted Transferee would or does violate any of the transfer restrictions set forth in Section 10.1, such Transfer shall be void ab initio as to that amount of Excess Units that cause the violation of any such restriction when such Excess Units are converted into Equity Interests and the purported Permitted Transferee shall be deemed to be a Prohibited Owner and shall acquire no rights in such Excess Units or Equity Interests. Such Equity Interests shall be automatically re-converted into Excess Units and transferred to the Trust from which they were originally transferred. Such conversion and transfer to the Trust shall be effective as of the close of business on the Business Day prior to the date of the Transfer to the purported Permitted Transferee and the provisions of this Article X shall apply to such Units, including, without limitation, in respect of any future Transfer of such Excess Units by the Trust.

10.5 Compensation to Record Holder of Equity Interests That Are Converted into Excess Units. Any Prohibited Owner shall be entitled (following acquisition of the Excess Units and subsequent designation of and sale of Excess Units to one or more Permitted Transferees in accordance with Section 10.4 or following the acceptance of the offer to purchase such Excess Units in accordance with Section 10.6) to receive from the Trustee following the sale or other disposition of such Excess Units the lesser of (i) (A) in the case of a purported Transfer in which the Prohibited Owner gave value for Equity Interests and which Transfer resulted in the conversion of such Equity Interests into Excess Units, the product of (1) the price per unit, if any, such Prohibited Owner paid for the units in respect of such Equity Interests and (2) the number of units in respect of such Equity Interests which were so converted into Excess Units and (B) in the case of a Non-Transfer Event or purported Transfer in which the Prohibited Owner did not give value

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for such Equity Interests (e.g., if the Equity Interests were received through a gift or devise) and which Non-Transfer Event or purported Transfer, as the case may be, resulted in the conversion of such Equity Interests into Excess Units, the product of (1) the Market Price for the Equity Interests that were converted into such Excess Units on the date of such Non-Transfer Event or purported Transfer and (2) the amount of Equity Interests which were so converted into Excess Units, (ii) the proceeds received by the Trustee from the sale or other disposition of such Excess Units in accordance with Section 10.4 or Section 10.6 or (iii) the amount of the purchase price paid to the Company pursuant to Section 10.6 in exchange for the Equity Interests that were converted into such Excess Units. Any amounts received by the Trustee in respect of such Excess Units that are in excess of such amounts to be paid to the Prohibited Owner pursuant to this Section 10.5 shall be distributed to the Beneficiary. Each Beneficiary and Prohibited Owner shall be deemed to have waived and, if requested, shall execute a written confirmation of the waiver of, any and all claims that it may have against the Trustee and the Trust arising out of the disposition of Excess Units, except for claims arising out of the gross negligence or willful misconduct of such Trustee or any failure to make payments in accordance with this Section 10.5 by such Trustee.

10.6 Purchase Right in Excess Units. Excess Units shall be deemed to have been offered for sale to the Company or its designee, at a price per unit equal to the lesser of (i) the price per unit of Equity Interests in the transaction that created such Excess Units (or, in the case of a Non-Transfer Event or Transfer in which the Prohibited Owner did not give value for the Equity Interests (e.g., if the Equity Interests were received through a gift or devise), the Market Price for the Equity Interests that were converted into such Excess Units on the date of such Non-Transfer Event or Transfer) and (ii) the Market Price for the Equity Interests that were converted into such Excess Units on the date the Company, or its designee, accepts such offer. The Company shall have the right to accept such offer for a period of ninety (90) days following the later of (x) the date of the Non-Transfer Event or purported Transfer which results in such Excess Units or (y) the first to occur of (A) the date the Board first determined that a Transfer or Non-Transfer Event resulting in Excess Units has occurred and (B) the date that the Company received a notice of such Transfer or Non-Transfer Event pursuant to Section 10.3.3.

10.7 Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Article X, the Board shall have the power to determine, with the Requisite Board Approval, the application of the provisions of this Article X with respect to any situation based on the facts known to it.

10.8 Remedies Not Limited. Nothing contained in this Article X or any other provision of this Agreement shall limit the authority of the Board to take such other action, with the Requisite Board Approval, as it deems necessary or advisable to protect the Company and the interests of its Members by preservation of the Company’s status as a REIT.

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ARTICLE XI

DISSOLUTION AND LIQUIDATION.

11.1 Dissolution. This Agreement will terminate and the Company will be dissolved upon the occurrence of any of the following events:

11.1.1 upon the entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Company to be bankrupt and the expiration without appeal of the period, if any, allowed by applicable Legal Requirements in which to appeal;

11.1.2 with the unanimous approval of the Board;

11.1.3 [Intentionally Deleted];

11.1.4 the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

11.1.5 following the disposition of all of the assets owned directly or indirectly by the Company and the discontinuance of its business activities, other than activities in the nature of winding up.

Upon the occurrence of the first to occur of the foregoing events, the business of the Company shall be wound up as provided in this Article XI unless the Board, with the Requisite Board Approval, otherwise determines.

11.2 Member Withdrawal/Bankruptcy. The commencement of a Bankruptcy Action by or against any Member shall not, by itself, result in the dissolution of the Company or in the cessation of the interest of the Members in the Company. The withdrawal or resignation of a Member or the dissolution of a Member shall not, by itself, constitute a dissolution of the Company.

11.3 Procedures.

11.3.1 In the event of the dissolution of the Company, the Board, with the Requisite Board Approval, or the Person thereby authorized by the Board, or required or designated in accordance with the Act, to wind up the Company’s affairs (the Board or such other Person being referred to herein as the “Liquidating Agent”) will commence to wind up the affairs of the Company and liquidate its assets as promptly as practicable and shall apply the proceeds of such sale and the remaining Company assets in the following order of priority:

(a) Payment of creditors in satisfaction of liabilities of the Company, other than liabilities for distributions to Members holding Common Units;

(b) To establish any reserves that the Board, with the Requisite Board Approval, determines is reasonably necessary for contingent or unforeseen obligations of the Company, such reserves to be held until the expiration of such period as the Board, with the Requisite Board Approval deems advisable;

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(c) Thereafter in accordance with Section 4.3.

11.3.2 In connection with the winding up and dissolution of the Company, the Liquidating Agent will have all of the rights and powers with respect to the assets and liabilities of the Company that an authorized Member or a manager would have pursuant to the Act or any other Legal Requirements.

11.4 No Recourse to Assets of Members. Each Member will look solely to the assets of the Company for all distributions with respect to the Company and such Member’s Capital Contributions thereto and share of profits or losses, and will have no recourse therefor (upon dissolution of the Company or otherwise) against any other Member.

11.5 Termination of the Company. Upon the completion of the liquidation of the Company and the distribution of all assets and funds of the Company, the Company and this Agreement will terminate and the Liquidating Agent will have the authority to take or cause to be taken such actions as are reasonably necessary or reasonable in order to obtain a certificate of dissolution of the Company as well as any and all other documents required by the Act or any other Legal Requirements to effectuate the dissolution and termination of the Company.

ARTICLE XII

FISCAL AND ADMINISTRATIVE MATTERS

12.1 Deposits. All funds of the Company will be deposited from time to time for the credit of the Company in one or more accounts in such banks, trust companies or other depositories, in each case as determined by the Board with the Requisite Board Approval.

12.2 Books and Records. The Board shall (or shall direct Company Management to) maintain in a manner customary and consistent with good accounting principles, practices and procedures, a comprehensive system of office records, books and accounts in which shall be entered fully and accurately each and every financial transaction with respect to the operations of the Company and the other JV Entities. The Board shall (or shall direct Company Management to) maintain such books and accounts separate from any records not having to do directly with the Company or the other JV Entities. Such books and records of account shall be maintained at the principal place of business of the Company or such other place or places as may from time to time be determined by the Board with the Requisite Board Approval. Each Common Member (and its direct and indirect investors) or its duly authorized representative shall have the right (a) to audit, inspect, examine and copy such books and records of account at the Company’s office during reasonable business hours, and (b) to meet with Company Management at reasonable times during normal business hours and upon reasonable notice to discuss the same and the operations of the business of the JV Entities and the Properties.

12.3 Reports. The Board shall direct Company Management to (i) prepare or cause to be prepared and furnished to each of the Common Members the reports and deliveries set forth on Schedule VIII attached hereto, and (ii) at any Common Member’s request, promptly furnish to such Common Member copies of all other material reports relating to the JV Entities and/or the Properties furnished to the Company or any other JV Entity by Company Management.

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12.4 Accounting and Fiscal Year. The books of the Company for financial reporting purposes shall be kept on a calendar year basis. The books of the Company for tax accounting purposes shall be kept on a taxable year basis. The Company shall report its operations for both financial reporting and tax accounting purposes on an accrual basis. The taxable year of the Company shall end on December 31 of each year, unless a different taxable year shall be required by the Code.

12.5 Company Accountant. The Company shall retain as the regular accountant for the Company and the other JV Entities any accounting firm approved and designated with the Requisite Board Approval. The initial accountant of the Company shall be Ernst & Young LLP.

12.6 Appointment of the Paying Agent. The Preferred Members hereby authorize REIT Funding, LLC, with an address at 1175 Peachtree Street, NE, Suite 2200, Atlanta, Georgia 30361-6206, to act as paying agent on behalf of the Preferred Members (the “Paying Agent”). Any distribution payments received by the Paying Agent shall be deemed paid to the Preferred Members on the later of the date received by the Paying Agent or the date declared for payment.

ARTICLE XIII

MISCELLANEOUS

13.1 Counterparts/Electronic Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the parties to this Agreement may be transmitted by PDF attached to an email, and such PDF will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces, and will be binding upon such party. The parties hereto irrevocably and unreservedly agree that this Agreement may be executed by way of electronic signatures and that neither this Agreement, nor any part or provision of this Agreement, shall be challenged or denied any legal effect, validity and/or enforceability solely on the grounds that it is in the form of an electronic record.

13.2 Survival of Rights. This Agreement shall be binding upon and, as to permitted or accepted successors, transferees and assigns, inure to the benefit of the Members and the Company and their respective heirs, successors, transferees and assigns, in all cases whether by the laws of descent and distribution, merger, reverse merger, consolidation, sale of assets, other sale, operation of law or otherwise.

13.3 Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction or in any respect, then the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the parties shall use their commercially reasonable efforts to amend or substitute such invalid, illegal or unenforceable provision with enforceable and valid provisions which would produce as nearly as possible the rights and obligations previously intended by the parties without renegotiation of any material terms and conditions stipulated herein.

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13.4 Notification or Notices.

13.4.1 In order to be effective, all notices, consents, approvals and disapprovals required or permitted by this Agreement to be given (“Notices”) must be in writing and (a) delivered by nationally recognized overnight delivery service, (b) placed in the United States mail, certified with return receipt requested, properly addressed and with the full postage prepaid, (c) delivered by electronic mail, or (d) personally delivered, provided any party may require (by delivery of written notice to the other parties hereto via electronic mail) that any notice or other communication shall be delivered to such party via electronic mail in order to be effective. Notices shall be deemed received and effective on the date actually received, unless the applicable Notice is received after 5:00 p.m. (local time) or on a day that is not a Business Day, in which event such Notice shall be deemed received on the next Business Day. Any Notice to any Common Member, to any other Member or to any Board Member shall be addressed as set forth on Schedule I attached hereto and incorporated herein by this reference or to such address(es) as shall be reflected in the books and records of the Company. Any Notice given on behalf of a party by its attorneys in the manner provided for in this Section 13.4 shall be considered validly given.

13.4.2 Notices shall be valid only if delivered in the manner provided above. Each party will be entitled to change its address for purposes of Notice in writing, communicated in accordance with the provisions of this Section 13.4.

13.5 Time of the Essence. Except as otherwise expressly provided in this Agreement, time is of the essence in connection with each and every provision of this Agreement.

13.6 Third Party Beneficiaries. Except as otherwise expressly provided in this Agreement including, without limitation, Article VI and Article IX, this Agreement is for the sole benefit of the Members and their respective permitted successors and assigns, and shall not confer directly, indirectly, contingently, or otherwise, any rights or benefits on any Person or party other than the Members and their permitted successors and assigns.

13.7 Entire Agreement/Amendment. Subject to the terms of the following sentence, this Agreement contains the entire agreement among the parties hereto, and supersedes all prior representations, agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. Except as otherwise expressly provided in this Agreement (or as otherwise agreed in writing by the Common Members and the Members (as defined in the Ivory Parent LLC Agreement) in any other Venture Agreement), this Agreement may be amended, modified or supplemented only with the written consent of each Common Member, and any alleged amendment, variation, modification or change herein which is not so documented shall not be effective.

13.8 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.

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13.9 Confidentiality.

13.9.1 Each Member shall keep confidential and shall not disclose, or permit its Affiliates to disclose (i) any non-public information or materials relating to the Company, any other JV Entity and/or their respective investments and activities (including the terms of this Agreement and any Venture Agreement and any information relating to the Property and its operation) or (ii) any other information exchanged between or among the JV Entities and/or the Members (including, without limitation, relating to any Member or its Affiliates) in connection herewith (collectively, “Confidential Information”); provided that a Member may disclose such Confidential Information upon prior Notice to all Board Members and to the other Common Members to the extent (a) the disclosure of such information or materials is expressly required by applicable Legal Requirements; or (b) the information or materials become publicly known other than through the actions or inactions of (or any violation(s) of this Agreement by) such Member or its Affiliates, or the employees, representatives, agents or attorneys of any of the foregoing parties. In addition, a Member may disclose Confidential Information to its Affiliates, and its and their respective employees, financial sources, representatives, agents, actual or potential investors, permitted transferees and attorneys or advisors (in each case whose compliance with this Section is warranted by the Member (or its Affiliate) making the disclosure (provided that such Member shall be deemed to have breached this Section if such recipient makes a disclosure that such Member is not permitted to make under this Section)).

13.9.2 In the event that any Member that is restricted from disclosing Confidential Information pursuant to Section 13.9.1 is required to disclose any Confidential Information pursuant to Section 13.9.1(a) above, such Member shall provide prompt written notice to the other Members and to the Board so that such other Members (and/or the Board) may seek a protective order or other appropriate remedy, and the Member required to disclose the Confidential Information will use reasonable efforts (but without expense to such Member) to cooperate with the other Members and the Board in any effort undertaken to obtain a protective order or other similar remedy. In the event that such protective order or other remedy is not obtained, the disclosing Member shall only furnish that portion of the Confidential Information that is required pursuant to Section 13.9.1(a) and such Member will exercise all reasonable efforts to obtain reasonably reliable assurances that the Confidential Information will be accorded confidential treatment. For the avoidance of doubt, no Member shall be required to take (or not take, as the case may be) any action that would, or could reasonably be expected to, expose such Member or its Affiliates, or any of their respective officers, directors, shareholders, partners, members, employees, to legal sanctions.

13.9.3 No Member shall, and each Member shall direct and cause its Affiliates and representatives not to, without the prior written consent of the other Members, directly or indirectly, issue any press release or make any public comment, statement or communication with respect to this Agreement or any of the terms, conditions or other aspects of this Agreement and/or the transactions contemplated by this Agreement. In addition to the foregoing, no public announcement or communication by any Member using any other Member’s name or the name of any other Member’s Affiliates shall be made without the prior written consent of such other Member.

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13.9.4 Notwithstanding anything in this Section 13.9 to the contrary, OS Investor or its applicable Affiliates shall be permitted, without the requirement of obtaining the consent of the Common Members, to disclose or publicize in the ordinary course of its or their operations, including, without limitation, marketing activities, the indirect ownership (but not the operations or the results of operations) of the Properties by OS Investor and its Affiliates through its direct and indirect ownership interest in Ivory Parent Member and the Company; provided, however, that OS Investor and its Affiliates shall not disclose the name of any other Common Member (or such Common Member’s Affiliates and/or direct or indirect investors) as an indirect owner of the Properties (or otherwise) in connection therewith, without the prior written consent of such other Common Member (or direct or indirect investor, as applicable), which approval may be granted or withheld in such Common Member’s (or investor’s) sole discretion.

13.10 Brokers. Each Common Member, for itself only, severally represents and warrants to the Company and the other Members that neither such Member nor any of its Affiliates has engaged any broker, finder or agent, or incurred any liability for any brokerage fees, finder’s fees, commissions or other compensation, in connection with the formation of the Company and/or the other JV Entities and/or the joint venture arrangements hereunder or thereunder. Each Common Member agrees to indemnify and hold harmless the Company and the other Members and their Affiliates, and its and their respective officers, directors, shareholders, partners, members, employees, successors and assigns, from and against any and all loss, damage, liability or expense (including reasonable costs and attorneys’ fees) which any of the foregoing may incur by reason of, or in connection with, any breach of such Common Member’s representations and warranties in this Section 13.10.

13.11 Expenses. All fees, costs and expenses incurred in connection with the drafting and negotiation of this Agreement and the other Venture Agreements (including fees and disbursements of counsel, financial advisors, consultants and accountants) shall be borne by the party (or its Affiliate) that incurred (or incurs) such fees, costs and expenses. Notwithstanding the foregoing, the following costs, expenses and fees shall be paid by the Company (and if any Common Member (or its Affiliates or investors) has already paid any of the following costs, expenses or fees, the Company shall reimburse such Common Member for such costs, expenses and fees on the Effective Date so long as such Person provides copies of invoices or other reasonable supporting evidence of such expenditures to the Board promptly upon request):

(i) all out-of-pocket costs, expenses, fees and other amounts for and/or in connection with any due diligence items and investigations of STORE Capital Corporation, a Maryland corporation, and its subsidiaries immediately prior to the Effective Date (the “Group”) and/or its assets, including, without limitation, the cost of third party providers (including legal counsel) to conduct diligence investigations (including, without limitation, legal review fees, environmental reports, engineering (conditions) reports and other physical reports, title reports, surveys, zoning reports, organizational document review, corporate diligence, REIT/tax diligence, lien searches, lease/sublease/license/contract review, and estoppel preparation and review);

(ii) all out-of-pocket legal fees and expenses incurred in connection with the Merger Agreement and related documents, schedules and exhibits;

(iii) all out-of-pocket legal fees and expenses incurred in connection with preparing (a) the initial drafts (and the drafting) of the organizational documents for the Company and Ivory Parent Member, (b) the initial drafts (and the drafting) of this Agreement and the other Venture Agreements, (c) the initial drafts (and the drafting) of the Forward Interest Purchase Agreement (in each case but expressly excluding legal fees incurred by any party in connection with negotiating any of the foregoing documents after the distribution of initial drafts), and the organizational and startup expense of the Company and Ivory Parent Member;

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(iv) all out-of-pocket costs, expenses, fees and other amounts incurred in connection with the assumption of indebtedness or the incurrence of new indebtedness in connection with the consummation of the transactions contemplated by the Merger Agreement, including the negotiation of any loan commitment, term sheet and related agreements, the negotiation of loan documents (including costs and fees relating to modifications of existing debt documents and assumption and/or consent costs (including the pursuit of any consents)) and any related closing costs.

All costs of operation and administration of the Company and the other JV Entities shall be paid by the Company and such other JV Entities.

13.12 Certain Waivers. Except as otherwise expressly provided herein, each Member irrevocably waives during the term of the Company any right that it may have to: (a) cause the Company or any of its assets to be partitioned; (b) cause the appointment of a receiver for all or any portion of the assets of the Company; (c) compel any sale of all or any portion of the assets of the Company pursuant to applicable Legal Requirements; or (d) file a complaint, or to institute any proceeding at law or in equity (or take any other action) to cause the termination, dissolution or liquidation of the Company. Each Member irrevocably waives during the term of the Company any right that it may have under (i) Section 18-604 of the Act to withdraw and receive the fair value of its Equity Interests or (ii) Section 18-606 of the Act with respect to status as a creditor of the Company with respect to distributions.

13.13 Members’ Representations, Warranties and Covenants.

13.13.1 Each Common Member hereby represents, warrants and covenants (or acknowledges), in each case as applicable below, to the Company and the other Common Members as of the Effective Date (and each Person admitted to the Company as a Common Member hereby represents and warrants as a condition to its admission as of the date of such admission), as follows:

(a) Such Common Member, if not an individual, is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with all requisite power and authority to enter into and perform this Agreement and, if an individual, has legal capacity to enter into this Agreement.

(b) This Agreement has been duly authorized, executed and delivered by such Common Member and constitutes the legal, valid and binding obligation of such Common Member, enforceable against such Common Member in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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(c) No consents or approvals are required from any Governmental Authority or other Person for such Common Member to enter into this Agreement or perform its obligations hereunder. All limited liability company, corporate or partnership action on the part of such Common Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly taken.

(d) Neither the execution and delivery of this Agreement by such Common Member, nor the consummation of the transactions contemplated hereby, conflicts with or contravene the provisions of its organizational documents (if the Common Member is not an individual) or any agreement or instrument by which it is or its properties are bound, or any Legal Requirement to which it or its properties are subject.

(e) Such Common Member has had the opportunity to conduct such examination and review such matters regarding the Properties as such Common Member has deemed necessary for its due diligence with respect to the JV Entities and the Properties (including, without limitation, title to the Properties, the physical and financial condition of the Properties, the leases and records, books, plans and permits relating to the Properties).

(f) Such Common Member acknowledges that (a) the Equity Interest issued to such Common Member has not been registered under the Securities Act or state securities laws, (b) such Equity Interest, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (c) there is no public market for the Equity Interests, and (d) neither the Company nor any other Common Member has any obligation or intention to register such Equity Interest for resale under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws.

(g) Such Common Member hereby acknowledges that because of the restrictions on transfer or assignment of the Equity Interests which are set forth in this Agreement, such Common Member may have to bear the economic risk of its investment in the Company for an indefinite period of time.

(h) Such Common Member understands the risks of, and other considerations relating to, its acquisition of its Equity Interest and, by reason of its business and financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment in the Company, (a) has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of an investment in the Company and of making an informed investment decision, (b) is capable of protecting its own interest or has engaged representatives or advisors to assist it in protecting its interests and (c) is capable of bearing the economic risk of such investment.

(i) Such Common Member (a) understands that an investment in the Company involves substantial risks, (b) has been given the opportunity to make a thorough investigation of the Properties and has been furnished with materials relating to the Properties, (c) has been afforded the opportunity to obtain additional information deemed necessary by such Common Member to verify the accuracy of any representations made or information conveyed to such Member and (d) confirms that all documents, records, and books pertaining to its investment in the Company and requested by such Common Member from any other Common Member (or its Affiliates) have been made available or delivered to such Common Member.

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(j) On behalf of itself and each assignee or transferee of it, such Common Member is acquiring its Equity Interest for its own account for investment and not with a view to the distribution or resale thereof, or with the present intention of distributing or reselling such interest, and that it will not transfer or attempt to transfer its Equity Interest in violation of the Securities Act, the Securities Exchange Act or any other applicable federal, state or local securities law. Nothing herein shall be construed to create or impose on the Company or any Common Member an obligation to register any transfer of any Equity Interest or any portion thereof.

(k) Such Common Member is an “accredited investor” as defined under Regulation D of the Securities Act of 1933.

(l) As of the Effective Date and at all times during the term of this Agreement: (a) the Capital Contributions contributed by such Common Member to the Company were not and are not directly or indirectly derived from activities that contravene applicable Legal Requirements, including anti-money laundering laws and regulations; (b) to the best of such Common Member’s knowledge, none of (i) such Common Member, (ii) any person Controlling or Controlled by such Common Member, (iii) if such Common Member is a privately held entity, any person having a beneficial interest in such Member, or (iv) any person for whom such Common Member is acting as agent or nominee in connection with this investment, is a country, territory, individual or entity named on an OFAC List.

13.13.2 Each Common Member shall notify the other Common Members promptly in writing should such Common Member become aware of any change in the information set forth in the representations contained in Section 13.13.1 that would, or could reasonably be expected to, have a materially adverse effect on the Company and the other JV Entities, taken as a whole, or the Properties or any other Common Member. Each Common Member is advised that, by law, the Company may be obligated to “freeze the account” of such Common Member, either by prohibiting additional investments from such Common Member, declining any withdrawal requests and/or segregating the assets in the account in compliance with applicable Legal Requirements, and the Company may also be required to report such action and to disclose such Common Member’s identity to OFAC or other applicable Governmental Authorities. Each Common Member further acknowledges that the Company may, by written notice to such Common Member, suspend the payment of withdrawal proceeds payable to such Common Member if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company.

13.14 Governing Law. This Agreement shall be governed by the internal laws of the State of Delaware without regard for the conflict of laws principles thereof.

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13.15 Arbitration.

13.15.1 Disputes. The parties hereto shall resolve all disputes arising out of, concerning, or related to this Agreement, including but not limited to any dispute relating to the interpretation, performance, breach or termination of this Agreement (but expressly excluding any disagreement or dispute with respect to any Major Decision or any other approval right or right of direction contemplated herein) (each, a “Dispute”) by binding arbitration administered by the ICC International Court of Arbitration (the “ICC Court”) in accordance with the Rules of Arbitration of the International Chamber of Commerce in force at the time of commencement of arbitration (the “ICC Rules”), as amended herein. The parties hereto agree that:

(a) the legal seat and place of arbitration shall be New York, New York;

(b) the language of the arbitration shall be English;

(c) the arbitration shall be conducted by three (3) arbitrators. If there are only two parties to the arbitration, each party shall nominate one arbitrator in accordance with the ICC Rules and the two arbitrators so nominated shall nominate a third arbitrator, who shall serve as chair of the arbitral tribunal (the “Tribunal”), within thirty (30) days of the confirmation by the ICC Court of the appointment of the second arbitrator. If there are more than two parties to the arbitration, the parties hereto shall have thirty (30) days from receipt by respondent(s) of the request for arbitration to agree in writing to a method for the constitution of the Tribunal, failing which all three arbitrators shall be appointed by the ICC Court in accordance with the ICC Rules. On the request of any party to the arbitration, the ICC Court shall appoint any arbitrator not timely nominated in accordance with either this Agreement or such method as the parties may agree in writing for the constitution of the Tribunal; and

(d) The Tribunal shall issue its final award within one year of its appointment by the ICC Court; provided, however, that the Tribunal in its sole discretion may extend such time if it determines that it is necessary or appropriate to do so. Failure to issue a timely final award shall not preclude enforcement of that award, and shall not serve as grounds to challenge that award’s validity. The Tribunal’s decision shall be final and binding on the parties to the arbitration and enforceable in any court of competent jurisdiction.

13.15.2 Consolidation of Claims. If one or more arbitrations are already pending with respect to a Dispute under this Agreement, any of the other Venture Agreements, or any other agreement among the Members (whether or not the Company is a party thereto) which contain a similar arbitration provision (collectively, the “Related Arbitration Agreements”), then any party to a new Dispute under this Agreement or a Related Arbitration Agreement or any subsequently filed arbitration brought under this Agreement or a Related Arbitration Agreement may request that such new Dispute or any subsequently filed arbitration be consolidated into any prior pending arbitration in accordance with the ICC Rules, whether or not the arbitrations are between identical parties. If two or more arbitrations are consolidated into a single proceeding, the arbitral tribunal for the prior pending arbitration into which a new Dispute or a subsequently filed arbitration is consolidated shall serve as the arbitral tribunal for the consolidated arbitration.

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13.15.3 Confidentiality for Arbitration. All Disputes shall be resolved in a confidential manner. The arbitrators shall agree to hold any information received during the arbitration in the strictest of confidence and shall not disclose to any non-party the existence, contents or results of the arbitration or any other information about such arbitration other than as may be required by applicable Legal Requirements or as necessary to determine the Dispute before the Tribunal. Subject in all respects to Section 13.9 of this Agreement, no party shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by the other party in the arbitration proceedings or about the existence, contents or results of the proceeding except to its Affiliates and such party’s (and its Affiliates’) professional advisers and consultants, direct and indirect shareholders, investors, directors, officers, members and employees or as may be required by applicable Legal Requirements, regulatory or governmental entity or self-regulatory authority having authority over the disclosing party, or as may be necessary in a claim in aid of arbitration, or to obtain urgent measures or protection, or for enforcement of an arbitral award. Notwithstanding anything to the contrary set forth in this Agreement, any party may seek injunctive relief or specific performance from the federal or state courts in New York, New York with respect to breaches by any other party of the confidentiality requirements contained in this section or elsewhere in this Agreement.

13.15.4 Costs of Arbitration; Attorneys’ Fees. The Tribunal shall determine the allocation between the parties of the costs of the arbitration.

13.15.5 Remedies.

(a) In General. Except as otherwise specifically prohibited herein, the Tribunal shall have the power to award all remedies in law or equity available under the governing law.

(b) Preliminary Relief and Enforcement of Awards. By agreeing to arbitration, the parties hereto do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration proceedings, or to confirm or enforce any award of the Tribunal. In any such action (A) each of the parties hereto irrevocably and unconditionally consents and submits to the non-exclusive jurisdiction and venue of the Courts of the State of New York and the Federal Courts of the United States of America located within the State of New York (each, a “New York Court”); (B) each party irrevocably waives, to the fullest extent it may effectively do so, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens or any right of objection to jurisdiction on account of its place of incorporation or domicile, which it may now or hereafter have to the bringing of any such action or proceeding in any New York Court; and (C) each of the parties hereto irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid. Without prejudice to such provisional remedies as may be available under the jurisdiction of a national court, the Tribunal shall have full authority to grant provisional remedies or modify or vacate any temporary or preliminary relief issued by a national court, and to award damages for the failure of any party to respect the Tribunal’s orders to that effect.

13.15.6 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY ARISING OUT OF OR RELATING TO ANY DISPUTE AS CONTEMPLATED BY THIS SECTION 13.15.

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13.15.7 Continuing Obligations. Absent a preliminary or interim order to the contrary from the Tribunal, or a federal or state court in New York, New York, the mere existence of a Dispute or arbitration between the parties hereto shall not relieve any party of its obligations under this Agreement, and all parties hereto shall continue to perform their obligations under this Agreement pending a final decision by the Tribunal.

13.16 Privacy; Personal Data. During the term of this Agreement, the Board shall direct Company Management to adopt and/or maintain a privacy policy and privacy compliance program regarding the collection, maintenance, use, processing, transfer and disposal of Personal Data (the “Privacy Policy”) compliant with applicable law, which shall include the provisions attached hereto as Schedule IX, and to comply with the terms and conditions thereof.

13.17 Anti-Bribery/Corruption Policy. During the term of this Agreement, the Board shall direct Company Management to maintain an anti-bribery/anti-corruption policy (the “Anti-Bribery/Corruption Policy”), which is attached hereto as Schedule X, and to comply with the terms and conditions thereof.

13.18 Insurance. During the term of this Agreement, the Board shall direct Company Management to obtain and maintain commercially reasonable policies of insurance and coverages for the Company’s operations and for the protection of the Company’s assets and the Members. As of the date hereof, the Board, with the Requisite Board Approval, has approved (and hereby approves) the insurance requirements and the insurance policies in effect for the Company as of the Effective Date, which are set forth on Schedule VII attached hereto (as may be amended from time to time in accordance with the terms hereof, the “Insurance Schedule”). The Board will modify from time to time (as necessary) the insurance coverages reflected in the Insurance Schedule to ensure the JV Entities and their respective assets, at all times, are reasonable and customary for entities and assets similar to the JV Entities and their respective assets.

13.19 Further Assurances. Each party covenants and agrees that it will at any time and from time to time do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, documents and instruments as may reasonably be required by the parties hereto in order to carry out and effectuate fully the transactions herein contemplated in accordance with this Agreement; provided, that no party shall be obligated to provide any further assurance that would increase the liabilities or obligations of such party hereunder or reduce the rights and benefits of such party hereunder.

[Remainder of this page intentionally blank; signature pages follow]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date first above written.

G Member:
IVORY SUNNNS LLC,
a Delaware limited liability company
By:	/s/ Jesse Hom
Name:	Jesse Hom
Title:	Authorized Signatory
By:	/s/ Daniel Santiago
Name:	Daniel Santiago
Title:	Authorized Signatory

[Signatures continue on following page]

Ivory Parent Member:
IVORY PARENT, LLC,a Delaware limited liability company
By:	STORE CAPITAL, LLC, a Delaware limited liability company, its Manager
By:	/s/ Mary Fedewa
Name:	Mary Fedewa
Title:	Executive Vice President, President and Chief Executive Officer

EXHIBIT A

TERMS OF SERIES A PREFERRED UNITS

1.1 Designation. Without limiting the terms of this Agreement, the Preferred Units shall have the rights, preferences, powers and limitations described in this Exhibit A.

1.2 Rank. The Preferred Units shall, with respect to distribution and redemption rights and rights upon liquidation, dissolution or winding up of the Company, rank senior to the Common Units of the Company and to all other membership interests and equity securities issued by the Company (together with the Common Units, the “Junior Securities”). The terms “membership interests” and “equity securities” shall not include convertible debt securities unless and until such securities are converted into equity securities of the Company.

1.3 Distributions.

1.3.1 Each holder of the then outstanding Preferred Units shall be entitled to receive, when and as authorized by the Board, out of funds legally available for the payment of distributions, cumulative preferential cash distributions at the rate of 12.0% per annum of the total of $1,000.00 per unit, plus all accumulated and unpaid distributions thereon. Such distributions shall accrue on a daily basis and be cumulative from the first date on which any Preferred Unit is issued, such issue date to be contemporaneous with the receipt by the Company of subscription funds for the Preferred Units, except that funds transferred on the first business day of a calendar year shall be deemed received on January 1 of such year (the “Original Issue Date”), and shall be payable semi-annually in arrears on or before June 30 and December 31 of each year (each a “Distribution Payment Date”); provided, however, that if any Distribution Payment Date is not a business day, then the distribution which would otherwise have been payable on such Distribution Payment Date may be paid on the preceding business day or the following business day with the same force and effect as if paid on such Distribution Payment Date. Any distribution payable on the Preferred Units for any partial distribution period will be computed on the basis of a 360-day year consisting of twelve 30-day months. A “distribution period” shall mean, with respect to the first “distribution period,” the period from and including the Original Issue Date to and including the first Distribution Payment Date, and with respect to each subsequent “distribution period,” the period from but excluding a Distribution Payment Date to and including the next succeeding Distribution Payment Date or other date as of which accrued distributions are to be calculated. Distributions will be payable to holders of record as they appear in the records of the Company at the close of business on the applicable record date, which shall be the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls or on such other date designated by the Board for the payment of distributions that is not more than 30 nor less than 10 days prior to such Distribution Payment Date (each, a “Distribution Record Date”).

1.3.2 No distributions on Preferred Units shall be declared by the Company or paid or set apart for payment by the Company at such time as the terms and provisions of any written agreement between the Company and any party that is not an affiliate of the Company, including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. For purposes of this Agreement, “affiliate” shall mean any party that controls, is controlled by or is under common control with the Company.

1.3.3 Notwithstanding the foregoing, distributions on the Preferred Units shall accrue whether or not the terms and provisions set forth in Section 1.3.2 hereof at any time prohibit the current payment of distributions, whether or not the Company has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared. Furthermore, distributions will be declared and paid when due in all events to the fullest extent permitted by law. Accrued but unpaid distributions on the Preferred Units will accumulate as of the Distribution Payment Date on which they first become payable.

1.3.4 Unless full cumulative distributions on all outstanding Preferred Units have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past distribution periods, no distributions (other than in units of Junior Securities) shall be declared or paid or set aside for payment nor shall any other distribution be declared or made upon any Junior Securities, nor shall any Junior Securities be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such units) by the Company (except by conversion into or exchange for other units of Junior Securities and except for transfers made pursuant to the provisions of Section 10.3 of this Agreement).

1.3.5 When distributions are not paid in full (or a sum sufficient for such full payment is not set apart) on the Preferred Units, all distributions declared upon the Preferred Units shall be declared and paid pro rata based on the number of Preferred Units then outstanding.

1.3.6 Any distribution payment made on the Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to such units which remains payable. Preferred Members shall not be entitled to any distribution, whether payable in cash, property or units, in excess of full cumulative distributions on the Preferred Units as described above.

1.3.7 Any distribution payment made on the Preferred Units may be made via check or electronic payment. Permissible forms of electronic payment pursuant to this paragraph shall include, without limitation, Automated Clearing House (“ACH”) transfers, direct deposits or wire transfers.

1.4 Liquidation Preference.

1.4.1 Subject to Section 1.4.6 below, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company (each a “Liquidation Event”), the holders of Preferred Units then outstanding are entitled to be paid, out of the assets of the Company legally available for distribution to its Members, a liquidation preference equal to the sum of the following (collectively, the “Liquidation Preference”): (i) $1,000.00 per unit, (ii) all accumulated and unpaid distributions thereon through and including the date of payment, and (iii) if the Liquidation Event occurs before the Redemption Premium (as defined below) right expires, the per unit Redemption Premium in effect on the date of payment of the Liquidation Preference, before any distribution of assets is made to holders of any Junior Securities.

1.4.2 If upon any Liquidation Event the available assets of the Company are insufficient to pay the full amount of the Liquidation Preference on all outstanding Preferred Units, the holders of Junior Securities shall contribute back to the Company any distributions or other payments received from the Company in connection with a Liquidation Event to the extent necessary to enable the Company to pay all sums payable to the Preferred Members pursuant to this Agreement. If, notwithstanding the funds received from the holders of Junior Securities pursuant to the previous sentence, the available assets of the Company are still insufficient to pay the full amount payable hereunder with respect to all outstanding Preferred Units, then the Preferred Members shall share ratably in any distribution of assets in proportion to the full Liquidation Preference to which they would otherwise be respectively entitled.

1.4.3 After payment of the full amount of the Liquidation Preference to which they are entitled, the Preferred Members will have no right or claim to any of the remaining assets of the Company.

1.4.4 Upon the Company’s provision of written notice as to the effective date of any Liquidation Event, accompanied by a check or electronic payment in the amount of the full Liquidation Preference to which each record holder of the Preferred Units is entitled, the Preferred Units shall no longer be deemed outstanding membership interests of the Company and all rights of the holders of such Units will terminate. Such notice shall be given by first class mail, postage pre-paid, or via electronic mail to each record holder of the Preferred Units at the respective addresses of such holders as the same shall appear in the records of the Company. Permissible forms of electronic payment pursuant to this paragraph shall include, without limitation, ACH transfers, direct deposits or wire transfers, in each case to be initiated on or before the day on which the related notice is given.

1.4.5 The consolidation or merger of the Company with or into any other business enterprise or of any other business enterprise with or into the Company, or the sale, lease or conveyance of all or substantially all of the assets or business of the Company, shall not be deemed to constitute a Liquidation Event; provided, however, that any such transaction which results in an amendment, restatement or replacement of this Agreement or the Certificate that has a material adverse effect on the rights and preferences of the Preferred Units, or that increases the number of authorized or issued Preferred Units, shall be deemed a Liquidation Event for purposes of determining whether the Liquidation Preference is payable, unless the right to receive payment is waived by holders of a majority of the outstanding Preferred Units voting as a separate class (excluding any interests that were not issued in a private placement of the Preferred Units conducted by H&L Equities, LLC).

1.4.6 The Board, in its sole discretion, may elect not to pay the Preferred Members the sums due pursuant to Section 1.4.1 immediately upon a Liquidation Event but instead choose to first distribute such amounts as may be due to the holders of the Junior Securities hereunder. If the Board elects to exercise this option pursuant to this Section 1.4.6, the Board shall first establish a reserve in an amount equal to 200% of all amounts owed to the Preferred Members pursuant to

this Agreement. In the event that the sum held in the reserve is insufficient to pay all amounts owed to the Preferred Members hereunder, the holders of Junior Securities shall contribute back to the Company any distributions or other payments received from the Company in connection with a Liquidation Event to the extent necessary to enable the Company to pay all sums payable to the Preferred Members hereunder. In addition, in the event that the Company elects to establish a reserve for payment of the Liquidation Preference, the Preferred Units shall remain outstanding until the holders thereof are paid the full Liquidation Preference, which payment shall be made no later than immediately prior to the Company making its final liquidating distribution on the Junior Securities. In the event that the Redemption Premium in effect on the payment date is less than the Redemption Premium on the date that the Liquidation Preference was set apart for payment, the Company may make a corresponding reduction to the funds set apart for payment of the Liquidation Preference.

1.5 Redemption.

1.5.1 Right of Optional Redemption. The Company, at its option, may redeem some or all of the Preferred Units at any time or from time to time, for cash at a redemption price (the “Redemption Price”) equal to $1,000.00 per unit plus all accrued and unpaid distributions thereon to and including the date fixed for redemption (except as provided in Section 1.5.3 below), plus a redemption premium per unit (each, a “Redemption Premium”) calculated as follows based on the date fixed for redemption:

(1) until December 31, 2024, $100, and

(2) thereafter, no Redemption Premium.

If less than all of the outstanding Preferred Units are to be redeemed, the Preferred Units to be redeemed may be selected by any equitable method determined by the Company; provided that such method does not result in the creation of fractional interests.

1.5.2 Limitations on Redemption. Unless full cumulative distributions on all Preferred Units shall have been, or contemporaneously are, declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past distribution periods, no Preferred Units shall be redeemed or otherwise acquired, directly or indirectly, by the Company unless all outstanding Preferred Units are simultaneously redeemed or acquired, and the Company shall not purchase or otherwise acquire, directly or indirectly, any Junior Securities of the Company (except by exchange for other Junior Securities); provided, however, that the foregoing shall not prevent the purchase by the Company of interests transferred to a Beneficiary pursuant to Section 10.3 of this Agreement in order to ensure that the Company remains qualified as a REIT for federal income tax purposes or the purchase or acquisition of Preferred Units pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Preferred Units.

1.5.3 Rights to Distributions on Units Called for Redemption. Immediately prior to or upon any redemption of Preferred Units, the Company shall pay, in cash, any accumulated and unpaid distributions to and including the redemption date.

1.5.4 Procedures for Redemption.

(b) Procedures for Redemption.

(i) Upon the Company’s provision of written notice as to the effective date of the redemption, accompanied by a check or electronic payment in the amount of the full Redemption Price through such effective date to which each record holder of Preferred Units is entitled, the Preferred Units shall be redeemed and shall no longer be deemed outstanding the Company and all rights of the holders of such Units will terminate. Such notice shall be given by first class mail, postage pre-paid or via electronic mail to each record holder of the Preferred Units at the respective addresses of such holders as the same shall appear in the records of the Company. No failure to give such notice or any defect therein or in the distribution thereof shall affect the validity of the proceedings for the redemption of any Preferred Units except as to the holder to whom notice was defective or not given. Permissible forms of electronic payment pursuant to this paragraph shall include, without limitation, ACH transfers, direct deposits or wire transfers, in each case to be initiated on or before the day on which the related notice is given.

(ii) In addition to any information required by law, such notice shall state: (A) the redemption date; (B) the Redemption Price; (C) the number of Preferred Units to be redeemed; and (D) that distributions on the Units to be redeemed will cease to accrue on such redemption date. If less than all of the Preferred Units held by any holder are to be redeemed, the notice given to such holder shall also specify the number of Preferred Units held by such holder to be redeemed.

(iii) If notice of redemption of any Preferred Units has been given and if the funds necessary for such redemption have been set aside by the Company for the benefit of the holders of any Preferred Units so called for redemption, then, from and after the redemption date, distributions will cease to accrue on such Preferred Units, such Preferred Units shall no longer be deemed outstanding and all rights of the holders of such Units will terminate, except the right to receive the Redemption Price. Since the Preferred Units are uncertificated, such Units shall be redeemed in accordance with the notice and no further action on the part of the holders of such Units shall be required.

(iv) The deposit of funds with a bank or trust corporation for the purpose of redeeming the Preferred Units shall be irrevocable except that:

(1) the Company shall be entitled to receive from such bank or trust corporation the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any Units redeemed shall have no claim to such interest or other earnings; and

(2) any balance of monies so deposited by the Company and unclaimed by the holders of the Preferred Units entitled thereto at the expiration of two years from the applicable redemption dates shall be repaid, together with any interest or other earnings thereon, to the Company, and after any such repayment, the holders of the Units entitled to the funds so repaid to the Company shall look only to the Company for payment of the Redemption Price without interest or other earnings.

1.5.5 Status of Redeemed Units. Any Preferred Units that shall at any time have been redeemed or otherwise acquired by the Company shall, after such redemption or acquisition, have the status of authorized but unissued Preferred Units which may be issued by the Board from time to time at its discretion.

1.6 Voting Rights. Except as provided in this Section 1.6, the Preferred Members shall not be entitled to vote on any matter submitted to the Members for a vote. Notwithstanding the foregoing, the consent of the holders of a majority of the outstanding Preferred Units (excluding any Units that were not issued in a private placement of the Preferred Units conducted by H&L Equities, LLC), voting as a separate class, shall be required for (a) authorization or issuance of any membership interest or equity security of the Company with any rights that are senior to or have parity with the Preferred Units, (b) any amendment to this Agreement or the Certificate which has a material adverse effect on the rights and preferences of the Preferred Units or which increases the number of authorized or issued Preferred Units, or (c) any reclassification of the Preferred Units.

1.7 Conversion. The Preferred Units are not convertible into or exchangeable for any other property or securities of the Company.

1.8 Limitation of Liability. Except to the extent required by applicable law, no holder of Preferred Units shall be bound by, or be personally liable for, the expenses, liabilities or obligations of the Company in excess of his or her initial capital contribution made in exchange for the Preferred Units.

EX-3.2

Exhibit 3.2

CERTIFICATE OF FORMATION

OF

IVORY REIT, LLC

This Certificate of Formation of Ivory REIT, LLC (the “Company”) is being executed as of August 30, 2022 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Act.

The undersigned, being duly authorized to execute and file this Certificate of Formation, does hereby certify as follows:

1. Name. The name of the limited liability company is Ivory REIT, LLC.

2. Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

3. Effective Time. This Certificate of Formation shall be effective immediately upon filing in the Office of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

/s/ Amy Cornacchia

Amy Cornacchia

Authorized Person

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

OF

IVORY REIT, LLC

Pursuant to Section 18-202 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is Ivory REIT, LLC (the “Company”).

2. The Certificate of Formation of the Company is hereby amended to change the name of the Company to STORE Capital LLC.

3. Accordingly, Article 1. of the Certificate of Formation shall, as amended, read as follows:

“1. Name. The name of the limited liability company is STORE Capital LLC.”

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Amendment this 3rd day of February, 2023.

IVORY REIT, LLC
By:	/s/ Mary Fedewa
Name: Mary Fedewa Title: Executive Vice President, President and Chief Executive Officer

[Signature Page to Certificate of Amendment]

EX-4.1

Exhibit 4.1

Execution Version

IVORY REIT, LLC,

STORE CAPITAL CORPORATION

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

Supplemental Indenture No. 5

Dated as of February 3, 2023

to Indenture dated March 15, 2018

4.50% Senior Notes due 2028

4.625% Senior Notes due 2029

2.750% Senior Notes due 2030

2.700% Senior Notes due 2031

TABLE OF CONTENTS

ARTICLE I. DEFINITIONS		2
Section 1.1	Definitions	2
ARTICLE II. ASSUMPTION OF OBLIGATIONS		2
Section 2.1	Assumption of Obligations by the Successor Company	2
ARTICLE III. MISCELLANEOUS PROVISIONS		3
Section 3.1	Effective Date	3
Section 3.2	Governing Law and Waiver of Jury Trial	3
Section 3.3	Counterparts	3
Section 3.4	Table of Contents, Headings, Etc.	3
Section 3.5	Ratifications	3
Section 3.6	Trustee Disclaimer	4

i

THIS SUPPLEMENTAL INDENTURE NO. 5 is entered into as of February 3, 2023 (the “Fifth Supplemental Indenture”), among Ivory REIT, LLC, a Delaware limited liability company (the “Successor Company”), STORE Capital Corporation, a Maryland corporation (the “Predecessor Company”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), to that certain Indenture (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular Series of Securities, the “Base Indenture”), dated as of March 15, 2018, between the Predecessor Company and the Trustee.

WITNESSETH:

WHEREAS, the Predecessor Company and the Trustee are parties to the Base Indenture, as supplemented by Supplemental Indenture No. 1, dated as of March 15, 2018, Supplemental Indenture No. 2, dated as of February 28, 2019, Supplemental Indenture No. 3, dated as of November 18, 2020, and Supplemental Indenture No. 4, dated as of November 17, 2021, (the “Supplemental Indentures” and each a “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) pursuant to which the Predecessor Company has issued (i) a Series of Securities in the aggregate principal amount of $350,000,000 and designated as its 4.50% Senior Notes due 2028, (ii) a Series of Securities in the aggregate principal amount of $350,000,000 and designated as its 4.625% Senior Notes due 2029, (iii) a Series of Securities in the aggregate principal amount of $350,000,000 and designated as its 2.750% Senior Notes due 2030 and (iv) a Series of Securities in the aggregate principal amount of $375,000,000 and designated as its 2.700% Senior Notes due 2031, which four Series of Securities are the only Securities outstanding under the Indenture on the date hereof;

WHEREAS, the Predecessor Company proposes to merge with and into the Successor Company, with the Successor Company being the successor person (the “Merger”);

WHEREAS, Section 5.1 of the Base Indenture provides, inter alia, that the Predecessor Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to any person unless the successor person is a person organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes by supplemental indenture the Predecessor Company’s obligations on the Securities and under the Indenture;

WHEREAS, Section 7.1 of each Supplemental Indenture provides with respect to the Series of Securities issued pursuant to such Supplemental Indenture, inter alia, that the Predecessor Company will not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to any person unless the Company will be the continuing entity, or the successor entity formed by or resulting from any consolidation or merger or which received the transfer of assets is domiciled in the is domiciled in the United States, any state thereof or the District of Columbia and expressly assumes payment of the principal of and premium, if any, and interest on, and any redemption price of, all of the Securities and the due and punctual performance and observance of all of the covenants and conditions in the Base Indenture;

WHEREAS, this Fifth Supplemental Indenture is being executed and delivered pursuant to Section 5.1 of the Base Indenture and Section 7.1 of each Supplemental Indenture as a condition under the Indenture to the Merger;

WHEREAS, at the Merger Effective Time (as defined in the Agreement and Plan of Merger, dated as of September 15, 2022, by and among Ivory Parent, LLC, the Successor Company and the Predecessor Company (the “Merger Agreement”)), the Successor Company’s name will be changed to STORE Capital, LLC;

WHEREAS, each of the Successor Company and the Predecessor Company has duly authorized the execution and delivery, and each of them desires and has requested the Trustee to join each of them in the execution and delivery, of this Fifth Supplemental Indenture;

WHEREAS, Article IX of the Base Indenture and Article XII of each Supplemental Indenture provide that a supplemental indenture may be entered into by the parties for the purposes referenced above without the consent of any Holder provided certain conditions are met;

WHEREAS, the conditions set forth in the Base Indenture and the Supplemental Indentures for the execution and delivery of this Fifth Supplemental Indenture have been met; and

WHEREAS, all of the other conditions and requirements necessary to make this Fifth Supplemental Indenture, when duly executed and delivered, a valid and binding agreement in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled.

NOW, THEREFORE, for and in consideration of the premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Securities of such Series, as follows:

ARTICLE I.

DEFINITIONS

Section 1.1 Definitions. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Indenture. The words “herein,” “hereof’ and “hereby” and other words of similar import used in this Fifth Supplemental Indenture refer to this Fifth Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II.

ASSUMPTION OF OBLIGATIONS

Section 2.1 Assumption of Obligations by the Successor Company.

(a) Pursuant to Section 5.1 of the Base Indenture and Section 7.1 of each Supplemental Indenture, the Successor Company hereby assumes all of the Predecessor Company’s obligations on the Securities and under the Indenture, including the payment of the principal of and premium, if any, and interest on, and any redemption price of, all the Securities and the due and punctual performance and observance of all of the covenants and conditions in the Indenture on the part of the Predecessor Company to be performed or observed.

2

(b) Pursuant to Section 5.2 of the Base Indenture and Section 7.3 of each Supplemental Indenture, the Successor Company succeeds to, and is substituted for, and may exercise every right and power of, the Predecessor Company under the Indenture and the Securities with the same effect as if the Successor Company had been named as the Company therein.

ARTICLE III.

MISCELLANEOUS PROVISIONS

Section 3.1 Effective Date. This Fifth Supplemental Indenture shall be effective as of the Merger Effective Time (as defined in the Merger Agreement) and the Company shall provide written notice (which may be by e-mail) to the Trustee of the occurrence of the Merger Effective Time.

Section 3.2 Governing Law and Waiver of Jury Trial. THIS FIFTH SUPPLEMENTAL INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE, THE FIFTH SUPPLEMENTAL INDENTURE OR THE SECURITIES, WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. EACH OF THE SUCCESSOR COMPANY, PREDECESSOR COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FIFTH SUPPLEMENTAL INDENTURE, THE INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 3.3 Counterparts. This Fifth Supplemental Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement. The exchange of copies of this Fifth Supplemental Indenture and of signature pages by facsimile or PDF transmission will constitute effective execution and delivery of this Fifth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Fifth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF will be deemed to be their original signatures for all purposes.

Section 3.4 Table of Contents, Headings, Etc. The Table of Contents and headings of the Articles and Sections of this Fifth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and will in no way modify or restrict any of the terms or provisions hereof.

Section 3.5 Ratifications. The Base Indenture and each Supplemental Indenture, as supplemented and amended by this Fifth Supplemental Indenture and all other indentures supplemental thereto, is in all respects ratified and confirmed. The Base Indenture, this Fifth Supplemental Indenture and all indentures supplemental thereto will be read, taken and construed as one and the same instrument. All provisions included in this Fifth Supplemental Indenture with respect to the Securities supersede any conflicting provisions included in the Indenture unless not permitted by law. The Trustee accepts the trusts created by the Indenture, and agrees to perform the same upon the terms and conditions of the Indenture.

3

Section 3.6 Trustee Disclaimer. The Trustee shall have no responsibility for the validity or sufficiency of this Supplemental Indenture or for the recitals contained herein.

[Remainder of page intentionally left blank]

4

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed by their respective officers hereunto duly authorized, all as of the day and year first written above.

IVORY REIT, LLC,
as the Successor Company
By:	/s/ Mary Fedewa
	Name:	Mary Fedewa
	Title:	Executive Vice President, President and Chief Executive Officer
STORE CAPITAL CORPORATION,
as the Predecessor Company
By:	/s/ Mary Fedewa
	Name:	Mary Fedewa
	Title:	Executive Vice President, President and Chief Executive Officer
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the Trustee
By:	/s/ Nedine P. Sutton
	Name:	Nedine P. Sutton
	Title:	Vice President

[Signature Page to Fifth Supplemental Indenture]

EX-10.1

Exhibit 10.1

EXECUTION VERSION

CREDIT AGREEMENT

Dated as of February 3, 2023

among

BORROWERS

as defined herein,

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Administrative Agent,

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as CS Cayman Lender,

CITIBANK, N.A.,

as Citi Lender,

and

CITIBANK, N.A.

as Payment Agent

TABLE OF CONTENTS

		Page
ARTICLE I—DEFINITIONS; PRINCIPLES OF CONSTRUCTION
Section 1.1	Definitions		3
Section 1.2	Principles of Construction		41
ARTICLE II—THE CREDIT FACILITY
Section 2.1	The Loan		43
Section 2.2	Disbursement of Funds		43
Section 2.3	Interest Rate		43
Section 2.4	Loan Payment		52
Section 2.5	Prepayments		53
Section 2.6	Early Amortization Period; Ability to Cure Early Amortization Period		55
Section 2.7	Ticking Fees		55
Section 2.8	Release of all Properties Upon Payment in Full		55
Section 2.9	Release of Property		56
Section 2.10	Release of Borrowers		57
Section 2.11	Application of Available Amount; Payment Account		58
Section 2.12	Advance Rate Adjustment		60
Section 2.13	Extension of Scheduled Termination Date		62
ARTICLE III—CONDITIONS PRECEDENT
Section 3.1	Conditions Precedent to Closing		62
Section 3.2	Notice of Borrowing		66
Section 3.3	Conditions Precedent to including a Property as Collateral		66
ARTICLE IV—REPRESENTATIONS AND WARRANTIES
Section 4.1	Borrower Representations		69
Section 4.2	Survival of Representations		93
ARTICLE V—BORROWER COVENANTS
Section 5.1	Existence and Good Standing		94
Section 5.2	Payment of Taxes and Other Claims		94
Section 5.3	Protection of Collateral; Title to Collateral; Lien		95
Section 5.4	Covenants		96
Section 5.5	Delivery of Financial Statements		98
Section 5.6	Consolidation		99
Section 5.7	Litigation		100
Section 5.8	Default Notice		101
Section 5.9	Cooperate in Legal Proceedings		101

i

Section 5.10	Insurance Benefits	101
Section 5.11	Costs of Enforcement	101
Section 5.12	Further Acts, etc.	101
Section 5.13	Recording of Mortgages, etc.	102
Section 5.14	[Reserved]	102
Section 5.15	Single-Purpose Status	102
Section 5.16	[Reserved]	103
Section 5.17	Capitalization of the Borrowers	103
Section 5.18	Maintenance of Assets	103
Section 5.19	Independent Member	103
Section 5.20	Employees and Payment of Expenses	104
Section 5.21	Assumptions in Insolvency Opinion	104
Section 5.22	Performance	104
Section 5.23	Compliance With Laws	105
Section 5.24	Environmental Covenants	106
Section 5.25	Preservation of Title	107
Section 5.26	New Properties	107
Section 5.27	Maintenance of Financed Properties	107
Section 5.28	Insurance	107
Section 5.29	Access to Financed Properties	107
Section 5.30	OFAC/AML/Anti-Corruption Laws	107
Section 5.31	Use of Proceeds	107
Section 5.32	Further Assurances	107
Section 5.33	Post-Closing Deliverables	108
Section 5.34	Other Rights, etc.	108
ARTICLE VI—PAYMENT AGENT
Section 6.1	Resignation of Payment Agent	108
Section 6.2	Register	108
Section 6.3	Rights of the Payment Agent	109
ARTICLE VII—THE ADMINISTRATIVE AGENT
Section 7.1	Authorization and Action	109
Section 7.2	Delegation of Duties	109
Section 7.3	Exculpatory Provisions	110
Section 7.4	Reliance	110
Section 7.5	Non-Reliance on Agent	111
Section 7.6	Indemnification	111
Section 7.7	Administrative Agent in its Individual Capacity	112
Section 7.8	Successor Agents	112
Section 7.9	Amendments	112
Section 7.10	Subordination	113
Section 7.11	Release of Collateral	113
Section 7.12	Release of Credit Parties	114

ii

ARTICLE VIII—EVENTS OF DEFAULT
Section 8.1	Events of Default	114
Section 8.2	Remedies	116
Section 8.3	Remedies Cumulative; Waivers	118
ARTICLE IX—SPECIAL PROVISIONS
Section 9.1	Successor and Assigns; Participations	118
Section 9.2	Exculpation	120
Section 9.3	Contributions and Waivers	123
ARTICLE X—MISCELLANEOUS
Section 10.1	Survival	126
Section 10.2	Administrative Agent’s Discretion	127
Section 10.3	Governing Law; Submission to Jurisdiction; Service of Process	127
Section 10.4	Modification, Waiver in Writing	128
Section 10.5	Delay Not a Waiver	128
Section 10.6	Notices	129
Section 10.7	WAIVER OF JURY TRIAL	131
Section 10.8	Headings	131
Section 10.9	Mortgage Recording Tax Savings	131
Section 10.10	Severability	131
Section 10.11	Preferences	132
Section 10.12	Waiver of Notice	132
Section 10.13	Remedies of Borrowers	132
Section 10.14	Expenses; Indemnity	132
Section 10.15	Schedules Incorporated	134
Section 10.16	Offsets, Counterclaims and Defenses	134
Section 10.17	No Joint Venture or Partnership; No Third Party Beneficiaries	134
Section 10.18	[Reserved]	134
Section 10.19	Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets	134
Section 10.20	Waiver of Counterclaim	135
Section 10.21	Conflict; Construction of Documents; Reliance	135
Section 10.22	Brokers and Financial Advisors	136
Section 10.23	Prior Agreements	136
Section 10.24	Joint and Several Liability	136
Section 10.25	[Reserved]	136
Section 10.26	Confidentiality	136
Section 10.27	No Petition	137
Section 10.28	Limited Recourse	137
Section 10.29	Electronic Counterparts	138
Section 10.30	Treatment of the Loan as Debt for Tax Purposes	138

iii

SCHEDULES/EXHIBITS

SCHEDULE I – BORROWERS

SCHEDULE II – [RESERVED]

SCHEDULE III – REAL ESTATE DILIGENCE

SCHEDULE 3.1(C) – PERFECTION MATTERS

EXHIBIT A – FORM OF NOTICE OF BORROWING

EXHIBIT B – [RESERVED]

EXHIBIT C – [RESERVED]

EXHIBIT D – FORM OF PROPERTY ADDITION NOTICE

EXHIBIT E – [RESERVED]

EXHIBIT F – FORM OF JOINDER AGREEMENT

EXHIBIT G – FORM OF NOTE

EXHIBIT H – FORM OF SOLVENCY CERTIFICATE

EXHIBIT I – FORM OF U.S. TAX COMPLIANCE CERTIFICATE

EXHIBIT J – WIRE INSTRUCTIONS

iv

EXECUTION VERSION

THIS CREDIT AGREEMENT, dated as of February 3, 2023 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among THE BORROWERS SET FORTH ON SCHEDULE I HERETO, (collectively “Borrowers” and each a “Borrower”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, having an address at 11 Madison Avenue, New York, New York 10010, as administrative agent (in such capacity, the “Administrative Agent”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, having an address at 11 Madison Avenue, New York, New York 10010, as a lender (in such capacity, “CS Cayman Lender”), CITIBANK, N.A., having an address at 388-390 Greenwich Street, Trading Floor 4, New York, New York 10013, as a lender (“Citi Lender”, and together with the CS Cayman Lender, the “Lenders”), and CITIBANK, N.A., as payment agent (in such capacity, the “Payment Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to Master Loan Agreements (as defined herein), STORE Capital (as defined herein) made loans (the “Initial Loans”) evidenced by Primary Notes (as defined herein) to each of the Borrowers in connection with the acquisition of the Properties (as defined herein) by the Borrowers;

WHEREAS, the Initial Loans and Primary Notes are secured by mortgages, deeds of trust, assignments of leases and rents and similar security agreements (collectively, the “Mortgages”) in favor of the Collateral Agent, not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the “Noteholders” in accordance with the Collateral Agency Agreement (as defined herein);

WHEREAS, Company (as defined herein) intends to acquire (the “Acquisition” and together with the facility contemplated hereby (the “Facility”) and the transactions contemplated hereby and by the Acquisition Agreement (as defined herein), the “Transactions”) STORE Capital through a merger of STORE Capital with and into the Company (as defined herein), with the Company as the surviving entity, pursuant to the Acquisition Agreement;

WHEREAS, Company desires to finance the Acquisition in part with a loan from the Lenders to the Borrowers secured by the Financed Properties and the other Collateral (as defined herein);

WHEREAS, pursuant to an Assignment and Consolidation Agreement, dated as of the date hereof (the “Consolidation Agreement”), among STORE Capital, the Administrative Agent and the Borrowers, substantially concurrently with the closing of the Acquisition, STORE Capital assigned the Initial Loans and the Primary Notes to the Administrative Agent, and such Initial Loans and Primary Notes were amended, restated and reissued as the Notes hereunder to evidence the Loan (as defined herein) to be made by the Lenders to the Borrowers on the Closing Date (as defined herein), subject to and in accordance with this Agreement and the other Loan Documents (as defined herein); and

WHEREAS, the parties intend and agree that (i) this Agreement does and shall constitute a “Loan Agreement” as defined in and secured by the Mortgages, (ii) the Loan does and shall constitute a “Loan” as defined in and secured by the Mortgages, (iii) the Notes do and shall constitute “Notes” as defined in and secured by the Mortgages and (iv) the Obligations (as defined herein) hereunder and under the other Loan Documents do and shall constitute “Outstanding Obligations” as defined in and secured by the Mortgages;

NOW THEREFORE, in consideration of the making of the Loan by Lenders and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

GRANTING CLAUSE

Each of the Borrowers hereby grants to the Administrative Agent for the benefit of the Secured Parties, all of such Borrower’s right, title and interest in and to, the following, in each case, whether now owned or existing or hereafter acquired or arising, and wherever located (all of which being hereinafter collectively called the “Personalty Collateral” and, together with the Mortgage Collateral, the “Collateral”): all “accounts,” all “deposit accounts,” all “chattel paper,” all “payment intangibles,” all “commercial tort claims,” all “supporting obligations,” all “promissory notes,” all “letter-of-credit rights,” all “documents,” all “goods,” all “fixtures,” all “general intangibles,” all “instruments,” all “inventory,” all “equipment,” all “investment property,” and all “proceeds” of the foregoing (as each of the foregoing terms is defined in the New York UCC), and to the extent not included above, (1) all of such Borrower’s right, title and interest in all fixtures and reserves and all indemnity and escrow agreements, if any, related to the Financed Properties, (2) the Collection Account, the Release Account, the Payment Account, each sub-account of the Collection Account, the Release Account and the Payment Account and any other deposit accounts established under the Loan Documents for purposes of holding or disbursing collections or other Borrower funds, making payments to the Secured Parties or for making distributions to any Credit Party, and all funds and permitted investments as may from time to time be deposited therein, (3) each of the Mortgage Loan components of the Hybrid Leases and all payments thereunder, (4) all of such Borrower’s rights under any Hedge Agreement, (5) all of such Borrower’s rights (but none of its obligations) under the Collateral Agency Agreement, (6) any Additional Credit Support, (7) all present and future claims, demands and causes of action in respect of the foregoing and (8) all proceeds of the foregoing of every kind and nature whatsoever.

The Borrowers and the Administrative Agent agree that a Notice of Assignment and Notice of Designation designating the Administrative Agent as “Noteholder” under the Collateral Agency Agreement with respect to the Financed Properties, will be executed and delivered on the Closing Date.

Notwithstanding anything to the contrary contained herein, the security interest created by this Agreement shall not attach to, and the term “Collateral” shall not include, any Excluded Assets.

The foregoing grant is made to secure the Obligations (as defined herein). The parties hereto agree that the Obligations constitute “Obligations” as defined in each Mortgage and are ratably secured pursuant to each such Mortgage subject to Section 2.11.4.

2

ARTICLE I—DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1 Definitions.

For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“3-Month Average DSCR” shall mean, with respect to any Determination Date, the average of the Monthly DSCRs for such Determination Date and the two (2) immediately preceding Determination Dates; provided, that the first 3-Month Average DSCR shall be calculated on the Determination Date that falls in April 2023 and shall be based on the Monthly DSCRs calculated for the Determination Dates in April, March and February 2023.

“Acceptable Counterparty” shall mean (a) Credit Suisse AG, New York Branch, Credit Suisse AG, Cayman Islands Branch, Credit Suisse AG, Cayman Islands Branch, Column Financial, Inc. or any Affiliate thereof or (b) any other entity that (i) on the date of entering into any Hedge Agreement (x) is an interest rate swap dealer that has been approved in writing by the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed) or (y) has (1) a long term senior unsecured debt rating of not less than “A” by S&P and not less than “A2” by Moody’s, and (2) a short term senior unsecured debt rating of not less than “A-1” by S&P and not less than “P-1” by Moody’s; and (ii) in the Hedge Agreement to which it is a party, (x) consents to the assignment of the Borrower’s rights under such Hedge Agreement to the Administrative Agent and (y) agrees that in the event that Moody’s or S&P, as applicable, shall reduce or withdraw its long term or short term senior unsecured debt rating described in clause (b)(i)(y) above, within thirty (30) days of such downgrade or withdrawal, it shall either (1) transfer its rights and obligations under each Hedge Agreement to another entity that meets the requirements provided in clauses (b)(i) and (ii) hereof and which has entered into a Hedge Agreement with the Borrower on or prior to the date of such transfer or (2) or obtain an unconditional and irrevocable guarantee from a guarantor that meets the requirements in clause (a) or clause (b)(i) hereof as principal debtor rather than as surety, that is directly enforceable by the Administrative Agent and that is governed by New York law.

“Access Laws” shall mean as defined in Section 5.23.1.

“Account Bank” shall mean KeyBank or any successor or permitted assignee thereof.

“Acquisition” shall have the meaning set forth in the recitals hereto.

“Acquisition Agreement” shall mean that Agreement and Plan of Merger, dated as of September 15, 2022, among the Parent, the Company and STORE Capital (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and the Commitment Letter, and together with all exhibits, schedules, annexes and other attachments thereto).

“Additional Credit Support” shall have the meaning set forth in Section 2.12.

“Additional Financed Properties” shall mean any Properties identified in writing by the Borrowers to the Administrative Agent following the Closing Date as “Additional Financed Properties” and which are added to the Collateral as New Properties in accordance with Section 3.3.

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“Administrative Agent” shall have the meaning set forth in the introductory paragraph.

“Advance Rate” shall mean, (i) on the Closing Date, 51.50% and, (ii) as of any other date of determination, a quotient (expressed as a percentage) equal to (1) the outstanding Loan Amount, divided by (2) the aggregate Collateral Value (provided that during the Advance Rate Adjustment Process, the Collateral Value of any additional Unencumbered Real Property that has been added as Collateral by the Borrower in connection with the Advance Rate Adjustment Process pursuant to Section 2.12 and is the subject of diligence during the Initial Post-Closing Diligence Period or the Second Post-Closing Diligence Period shall be calculated as if such additional property was an Eligible Property); provided further that the Collateral Value of any Additional Financed Property shall not be included in the calculation of the Advance Rate.

“Advance Rate Adjustment Process” shall have the meaning set forth in Section 2.12(b).

“Advance Rate Reduction Payment” shall have the meaning set forth in Section 2.12.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person.

“Aggregate 4-Wall FCCR” shall mean a unit’s (or units’ with respect to a master Lease) fixed charge coverage ratio before taking into account indirect corporate overhead or general and administrative costs, equal to the ratio of (1) the sum of the unit’s (or units’ with respect to a master Lease) EBITDAR, less all non-recurring income, to (2) the unit’s (or units’ with respect to a master Lease) Fixed Charges payable in respect of the unit, in each case for the period of time as to which such figure is presented.

“Aggregate Allocated Loan Amount” shall mean the Allocated Loan Amount for all Financed Properties.

“Agreement” shall have the meaning set forth in the introductory paragraph.

“Allocated Loan Amount” shall mean, with respect to each Financed Property (other than an Additional Financed Property), the product of (i) the outstanding Loan Amount at such time and (ii) a fraction, the numerator of which is the Collateral Value of such Financed Property at such time and the denominator of which is the aggregate Collateral Value of all Financed Properties at such time. The Allocated Loan Amounts of the Financed Properties as of the Closing Date are set forth in Schedule IV to the Disclosure Letter.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Annual Expense Cap” shall mean, with respect to each one year period beginning on the Closing Date, an aggregate annual cap of $200,000, which shall be apportioned in accordance with the Annual Subcap Amount; provided, that if a claim for any amounts is presented by a Deal Party that, when combined with the aggregate amount of prior claims paid during the related annual period, would exceed the Annual Expense Cap, then only the portion of such claim shall be paid up to such Annual Expense Cap.

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“Annual Subcap Amount” shall mean, with respect to each annual period to which the Annual Expense Cap applies, an amount of expenses and indemnities owed to a Deal Party not to exceed (i) $150,000, in the case of the Collateral Agent, (ii) $50,000, in the case of the Custodian and (iii) $50,000, in the case of the Payment Agent.

“Anti-Corruption Laws” shall mean the applicable anti-bribery or anti-corruption laws of the United States, including the Foreign Corrupt Practices Act of 1977, as amended.

“Appraisal” shall mean, with respect to a Financed Property or proposed substitute Financed Property, an appraisal obtained by the Administrative Agent on behalf of the Lenders and prepared substantially in accordance with the Uniform Standards of Professional Appraisal Practice and FIRREA by an independent third party appraiser holding an MAI designation, who is State licensed or State certified if required under the laws of the State where the Property is located, who meets the requirements of FIRREA and USPAP and is engaged by an Approved Appraisal Firm.

“Appraised Value” shall mean the fair market value of a Financed Property or proposed substitute Financed Property set forth in an Appraisal of such Property, and which excludes the value of equipment and tangible personal property.

“Approved Appraisal Firm” shall mean National Valuation Consultants, Cushman & Wakefield, Colliers, CBRE, Kroll (formerly Duff & Phelps), Newmark Knight or any other appraisal firm selected by the Administrative Agent and approved by the Company (such approval not to be unreasonably withheld, conditioned or delayed).

“Approved Maximum Property Concentration Modification” shall have the meaning set forth in Section 3.3.7.

“Approved Title Company” shall mean First American Title Insurance Company, Chicago Title Insurance Company, Stewart Title Insurance Company, Fidelity National Title Insurance Company, Commonwealth Land Title Insurance Company, or any other national title insurance company.

“Assignment of Leases” shall mean, with respect to each Property any applicable assignment of leases and rents or similar agreement from the applicable Property Owner, as assignor, to Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties), as assignee, assigning to Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties) all of such Property Owner’s interest in and to the Leases and Rents of such Property as security for all amounts due under the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Available Amounts” shall mean, as of any Payment Date, the amount equal to the sum of, without duplication, (i) all amounts received in respect of the Collateral during the related Collection Period, (ii) all amounts on deposit in the Payment Account as of the related Payment Date, including amounts earned, if any, on the investment of funds on deposit in the Collection Account during the related Collection Period, (iii) Unscheduled Proceeds, (iv) amounts received on account of payments under any Lease Guaranties, (v) amounts received on account of payments under the Limited Guaranty, (vi) amounts received in connection with a Voluntary Prepayment or Mandatory Prepayment, (vii) all amounts received in respect of the Mortgage Loan components of the Hybrid Leases, (viii) all Hedge Receipts and (ix) any other amounts remitted to the Payment Agent by or on behalf of the Borrowers for distribution on such Payment Date in accordance with this Agreement. The Available Amount shall exclude certain amounts permitted or required to be withdrawn from the Collection Account pursuant to the Property Management Agreement.

“Available Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then removed from the definition of “Interest Period” pursuant to clause (f) of Section 2.3.3.

“Back-Up Fee” shall have the meaning set forth in the Property Management Agreement.

“Back-Up Manager” shall mean KeyBank or any successor back-up manager appointed pursuant to the Property Management Agreement.

“Bankruptcy Action” shall mean with respect to any Person (a) a Voluntary Bankruptcy Action with respect to such Person, (b) the filing of an involuntary petition or the commencement of any other involuntary application, proceedings or other action against such Person under the Bankruptcy Code or any other bankruptcy law, and such application, proceeding or other action continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding or other action or (c) the appointment of a custodian, receiver, interim receiver, receiver and manager, trustee, conservator, monitor or examiner for such Person or any portion of the Collateral.

“Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. §101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder or any other United States Federal or state bankruptcy or insolvency law.

“Base Rate” shall mean for any day, with respect to the outstanding Loan Amount, a rate per annum equal to the greatest of (i) the Floor, (ii) the Prime Rate in effect on such day and (iii) the Federal Funds Effective Rate in effect on such day plus 0.50% (or if such day is not a Business Day, the immediately preceding Business Day) plus the Loan Spread. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

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“Benchmark” shall mean Term SOFR; provided that, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the then-current Benchmark, then “Benchmark” shall mean the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 2.3.3; and provided further that if the Benchmark would be less than the Floor, the Benchmark will be deemed to be the Floor.

“Benchmark Adjustment” shall mean, with respect to any Benchmark:

(1) for purposes of determining the Interest Rate prior to the occurrence of any Benchmark Transition Event, a percentage equal to 0.00% per annum;

(2) for purposes of clauses (1), (2) and (3) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent:

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

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

(3) for purposes of clause (4) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent in its reasonable discretion, in consultation with the Borrowers, for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for asset-backed lending transactions substantially similar hereto; provided that, in the case of clause (ii) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion in consultation with the Borrowers.

“Benchmark Replacement” shall mean, for any Available Tenor, the first alternative set forth in the order below for the applicable Benchmark Replacement Date:

(1) if a Term SOFR Transition Event has occurred, the sum of: (a) Term SOFR and (b) the related Benchmark Adjustment;

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(2) if a Compounded SOFR Transition Event has occurred, the sum of: (a) Compounded SOFR and (b) the related Benchmark Adjustment;

(3) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Adjustment;

(4) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent in its sole discretion as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for asset-backed lending transactions substantially similar hereto at such time and (b) the related Benchmark Adjustment;

provided that, in each case, following consultation with the Borrower:

(i) if the Benchmark is Term SOFR and (x) Term SOFR ceases to be available, (y) the Administrative Agent determines in its reasonable discretion that the use of Term SOFR has become operationally, administratively or technically unfeasible, or (z) the Administrative Agent determines in its reasonable discretion that Term SOFR has ceased to reflect market conditions, the Benchmark Replacement shall be (2), (3) or (4) above, as applicable;

(ii) if the Benchmark is Compounded SOFR and (x) Compounded SOFR ceases to be available, (y) the Administrative Agent determines in its reasonable discretion that the use of Compounded SOFR has become operationally, administratively or technically unfeasible, or (z) the Administrative Agent determines in its reasonable discretion that Compounded SOFR has ceased to reflect market conditions, the Benchmark Replacement shall be (1), (3) or (4) above, as applicable;

(iii) if the Benchmark is Daily Simple SOFR and (x) Daily Simple SOFR ceases to be available, (y) the Administrative Agent determines in its reasonable discretion that the use of Daily Simple SOFR has become operationally, administratively or technically unfeasible, or (z) the Administrative Agent determines in its reasonable discretion that Daily Simple SOFR has ceased to reflect market conditions, the Benchmark Replacement shall be (1), (2) or (4) above, as applicable; and

(iv) the Administrative Agent shall have the right to make any Benchmark Replacement Conforming Change that the Administrative Agent deems appropriate in its reasonable discretion.

“Benchmark Replacement Conforming Change” shall mean, with respect to any Benchmark Replacement, any technical, administrative or operational change (including any change to 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, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides, in its reasonable discretion and in consultation with the Borrowers, may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially

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consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides, in its reasonable discretion and in consultation with the Borrowers, is reasonably necessary in connection with the administration of this Agreement or any other Loan Document).

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

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein;

(3) in the case of a Term SOFR Transition Event that is not covered by clauses (1) or (2) above, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders and the Borrower pursuant to Section 2.3.3(c); and

(4) in the case of a Compounded SOFR Transition Event that is not covered by clauses (1) or (2) above, the date that is thirty (30) days after the date a Compounded SOFR Notice is provided to the Lenders and the Borrower pursuant to Section 2.3.3(c).

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority

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with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative;

(4) a Term SOFR Transition Event; or

(5) a Compounded SOFR Transition Event.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred for purposes of clauses (1), (2), and (3) above with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” shall mean the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.3.3 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and in accordance with Section 2.3.3.

“Beneficial Owner Certification” shall mean a “Certification regarding Beneficial Owners” in the form provided by the Lenders and containing the information required pursuant to 31 C.F.R. 1010.230 with respect to each of the Credit Parties.

“Borrower” shall mean each entity listed as a Borrower on Schedule I attached hereto, unless and until any such Person is removed as a Borrower in accordance with Section 2.10, and any other entity added as a Borrower pursuant to a Joinder.

“Borrower Expense Cap” shall mean with respect to the period beginning (i) on the Closing Date and ending on (and including) the day immediately prior to the date that is the first anniversary of the Closing Date, an aggregate annual cap of $2,000,000, (ii) on the date that is the first anniversary of the Closing Date and ending on (and including) the day immediately prior to the date that is the second anniversary of the Closing Date, an aggregate annual cap of $1,000,000 and (iii) on the date that is the second anniversary of the Closing Date and ending on (and including) the day immediately prior to the date that is the third anniversary of the Closing Date, an aggregate annual cap of $325,000.

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“Borrower Expenses” shall mean, with respect to the Collateral, the costs and expenses relating to the Collateral for (i) general liability insurance policies maintained by the applicable Borrowers as owners of the Financed Properties, or such Borrowers’ respective proportionate shares of premiums with respect to general liability insurance policies maintained by Affiliates of such Borrowers and (ii) casualty insurance policies maintained by the applicable Borrowers, or such Borrowers’ respective proportionate shares of premiums with respect to casualty insurance policies maintained by Affiliates of such Borrowers, to insure casualties not otherwise insured by any related Tenant due to a default by such Tenant under the insurance covenants of its Lease or because any related Tenant permitted to self-insure fails to pay for casualty losses.

“Breakage Costs” shall have the meaning set forth in Section 2.3.3(j).

“Business Day” shall mean any day other than a Saturday, a Sunday or any other day on which national banks in New York, New York, or any other city in which the principal office of the Borrowers, the primary servicing office of the Property Manager or the principal office of the Administrative Agent is located are not open for business.

“Capitalization Rate” shall mean, with respect to each Financed Property as of any date of determination, a percentage represented as a fraction, the numerator of which is the current annualized Monthly Lease Payment (excluding any Percentage Rent) due under the related Lease and the denominator of which is the Collateral Value with respect to such Financed Property as of such date.

“Citi” shall mean Citibank, N.A. and its successors and assigns.

“Citi Fee Letter” shall mean that certain fee letter, dated as of September 30, 2022, between Citi and the Parent.

“Change of Control” shall mean, after giving effect to the Acquisition, (a) any Borrower shall cease to be directly wholly owned and Controlled by the Equity Owner, (b) the Equity Owner shall cease to be wholly owned and Controlled, directly or indirectly, by the Company, or (c)(i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act (except that for purposes of this clause such person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of Equity Interests of the Company representing more than 50% of the total outstanding Equity Interests of the Company, (ii) occupation of a majority of the seats on the board of directors (or similar governing body) of the Company by persons other than Persons appointed by one or more Permitted Holders or (iii) any transfer of all or substantially all of the Company’s assets (determined on a consolidated basis and excluding internal reorganizations).

“Closing Date” shall mean the date of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto.

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“Collateral” shall have the meaning set forth in the Granting Clause. The properties identified as “Lender Approved Release Properties” on Schedule IV to the Disclosure Letter shall not constitute Collateral hereunder.

“Collateral Agency Agreement” shall mean that certain collateral agency agreement, dated as of the date hereof, by and among the Collateral Agent, the Company (as successor in interest to STORE Capital) and the other “Lenders” from time to time party thereto, the Borrowers and other “Issuers” from time to time party thereto and each “Joining Party Issuer” from time to time party thereto, and each other party from time to time party thereto, as the same may be further amended, restated, supplemented or otherwise modified from time to time.

“Collateral Agent” shall mean, Citibank, N.A., and its successors and assigns.

“Collateral Defect” shall have the meaning set forth in Section 2.5.4.

“Collateral Pool Expenses” shall have the meaning set forth in Section 2.11.4(a).

“Collateral Transfer” shall mean any voluntary or involuntary sale, transfer, exchange, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, grant of any options with respect to, or any other transfer or disposition of (directly or indirectly, voluntarily or involuntarily, by operation of Law or otherwise, and whether or not for consideration or of record), including but not limited to: (i) an installments sales agreement wherein a Borrower agrees to sell a related Financed Property or any part thereof for a price to be paid in installments or (ii) an agreement by a Borrower leasing all or a substantial part of a related Financed Property for other than actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, such Borrower’s right, title and interest in and to any Leases or any Rents.

“Collateral Value” shall mean, the lesser of (i) the “collateral value” of each Financed Property set forth on Schedule IV to the Disclosure Letter and (ii) (a) with respect to each Financed Property not relating to a Hybrid Lease, the Appraised Value of each such Financed Property or (b) with respect to a Financed Property relating to a Hybrid Lease, the sum of (1) the Appraised Value of the land or Ground Lease interest in the land comprising such Financed Property and (2) the lesser of (x) the Appraised Value of the Improvements located on such Financed Property and (y) the outstanding principal balance of the loan secured by a mortgage or deed of trust, as applicable, on the Improvements located on such Financed Property, or with respect to any substitute Financed Property added after the Closing Date, the Appraised Value; provided that the Collateral Value of any Ineligible Property will be $0 (it being understood that, in the case of a master Lease, only the Collateral Value of any specific unit that becomes an Ineligible Property will be $0, not the Collateral Value of the master Lease itself or any other unit under the master Lease that is an Eligible Property and continues to meet the FCCR Test).

“Collection Account” shall have the meaning set forth in the Property Management Agreement.

“Collection Period” shall mean (a) with respect to any Payment Date other than the initial Payment Date, the period commencing on the day after the Determination Date related to the immediately preceding Payment Date and ending on, and including, the Determination Date related to such Payment Date, and (b) with respect to the initial Payment Date, the period commencing on and including February 1, 2023 and ending on, and including, the initial Determination Date related to such initial Payment Date.

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“Committed Portion” shall mean (i) with respect to the CS Cayman Lender, 75% of the Loan Amount and (ii) with respect to the Citi Lender, 25% of the Loan Amount.

“Commitment Letter” shall mean that certain Amended and Restated Project Ivory Warehouse Facility Commitment Letter, dated as of September 30, 2022, among the CS Cayman Lender, Citigroup Global Markets Inc. and the Parent, as amended prior to the date hereof.

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Company” shall mean Ivory REIT, LLC, a Delaware limited liability company, and its successors and assigns. After giving effect to the Acquisition, Ivory REIT, LLC shall be renamed STORE Capital LLC.

“Company Material Adverse Effect” shall have the meaning set forth in the Acquisition Agreement.

“Compounded SOFR” shall mean, with respect to any U.S. Government Securities Business Day:

(1) the applicable compounded average of SOFR for the Corresponding Tenor as published on the SOFR Administrator’s Website on such U.S. Government Securities Business Day at the SOFR Determination Time; or

(2) if the rate specified in (1) above does not so appear, the applicable compounded average of SOFR for the Corresponding Tenor as published on the SOFR Administrator’s Website in respect of the first preceding U.S. Government Securities Business Day for which such rate appeared on the SOFR Administrator’s Website.

“Compounded SOFR Notice” shall mean a written notification by the Administrative Agent to the Lenders, the Borrower and the Collateral Agent of the occurrence of a Compounded SOFR Transition Event.

“Compounded SOFR Transition Event” shall mean the election by the Administrative Agent and the Borrowers following the determination by the Administrative Agent in its reasonable discretion that Compounded SOFR (a) has been (x) applied in five (5) or more asset-backed lending transactions substantially similar hereto where the Administrative Agent or one of its affiliates is a lender or (y) generally adopted by market participants for use in asset-backed lending transactions substantially similar hereto, and (b) is operationally, administratively and technically feasible for the Administrative Agent.

“Condemnation” shall have the meaning set forth in the Property Management Agreement.

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“Condemnation Proceeds” shall mean all net cash proceeds received in connection with the Condemnation of any Financed Property, other than any net cash proceeds applied to the restoration or repair of the related Financed Property or released to the Tenant in accordance with the related Lease.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings. A Person shall not be deemed to Control another Person solely by reason of having the right to participate in, or veto, certain material or major decisions of the other Person.

“Corporate FCCR” shall mean, with respect to any Person, the ratio of (a) such Person’s EBITDAR to (b) the sum of its Fixed Charges.

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

“Credit Parties” shall mean, collectively, the Loan Parties and the Limited Guarantor.

“CS Cayman” shall mean Credit Suisse AG, Cayman Islands Branch.

“CS Fee Letter” shall mean that certain amended and restated fee letter, dated as of September 30, 2022 between Column Financial, Inc. and the Parent.

“Custodian” shall mean U.S. Bank National Association, and its successors and assigns.

“Custody Agreement” shall mean that certain Custody Agreement, dated as of the Closing Date, among the Administrative Agent, the Borrowers and the Custodian, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Daily Simple SOFR” shall mean, for any day, SOFR, with conventions (including, without limitation, a lookback) established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided that, if the Administrative Agent determines that any such convention is not administratively, operationally, or technically feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion in consultation with the Borrowers.

“Deal Party”: Each of the Collateral Agent, the Custodian and the Payment Agent.

“Deal Year”: The period from the Closing Date to the first anniversary of the Closing Date and each subsequent anniversary thereafter during which this Agreement remains in effect.

“Debt” shall mean, without duplication, the outstanding Loan Amount, as set forth in and evidenced by, this Agreement and each Note, together with all interest accrued and unpaid thereon and all other sums (including, but not limited to, any fees, expenses and indemnities) due to Lenders in respect of the Loan under any Note, this Agreement, the Mortgages or any other Loan Document.

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“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean, with respect to the Loan, a rate per annum equal to the Interest Rate calculated pursuant to clause (c) of the definition thereof.

“Defaulted Asset” shall mean any Financed Property (a) with respect to which a Monthly Lease Payment is overdue for more than thirty (30) consecutive days (without taking into account the required giving of notices under such Lease or Mortgage Loan), or (b) if the Tenant under the Lease relating to such Financed Property is otherwise in default (other than any default that the Property Manager reasonably believes will not lead to a monetary default or otherwise have a material adverse effect on the Borrower or the interests of the Lenders and is in the process of being cured by the applicable Tenant) beyond any applicable notice, grace or cure period including “going dark” of the Tenant so long as the default is continuing (excluding any Ongoing Improvement Eligible Properties and any Eligible Dark Properties).

“Deposit Account Control Agreement” shall mean, with respect to the Collection Account, a deposit account control agreement among the Account Bank, the Borrowers and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent.

“Determination Date” shall mean, as to any Payment Date, the eleventh (11th) day of each calendar month (or the following Business Day if any such day is not a Business Day).

“Determination Date Report” shall mean a report in electronic format, reflecting as of the close of business on the last day of the related Collection Period, the information required for purposes of making the payments required by Section 2.11.4, substantially in the form of Exhibit A to the Disclosure Letter.

“Disclosure Letter” means that certain Disclosure Letter, dated as of the Closing Date, delivered by the Borrowers to the Administrative Agent.

“Disqualified Party” shall mean any of (a) Persons identified on the list delivered to the Administrative Agent on or before the Closing Date, (b) any Person that is a competitor engaged in the same or a similar line of business as the Company or its subsidiaries that is separately identified in writing by the Company or the Borrowers, (c) any Affiliate of any Person identified in clause (a) or (b) that is (1) identified in writing by the Company or the Borrowers from time to time or (2) clearly identifiable as an Affiliate solely on the basis of the similarity of its name (other than bona fide debt funds that purchase, hold or otherwise invest in commercial loans, bonds and similar extensions of credit in the ordinary course of business, other than such debt funds excluded pursuant to clause (a) or (b) of this paragraph) or (d) any Affiliates of the Lenders that are engaged as principals (but not as asset managers) primarily in private equity, mezzanine financing or venture capital.

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“Early Amortization Period” shall mean the period that commences as of any Determination Date on which: (A) the 3-Month Average DSCR as of such Determination Date is less than or equal to 1.20x; and such Early Amortization Period under this clause (A) shall continue until the Determination Date on which the 3-Month Average DSCR is greater than 1.20x for three (3) consecutive Determination Dates or (B) an Event of Default, after giving effect to any grace period, shall have occurred and shall not have been waived by the Lenders in accordance with the terms hereof; and such Early Amortization Period under this clause (B) shall continue in effect until the applicable Event of Default shall have been waived by the Lenders in accordance with the terms hereof.

“EBITDAR” shall mean, with respect to a unit (or units with respect to a master Lease), an amount equal to the sum of (i) pre-tax income, (ii) interest expense, (iii) all non-cash amounts in respect of depreciation and amortization, (iv) all non-recurring expenses, (v) specifically documented discretionary management fees and (vi) all operating lease and rent expense.

“Eligible Property” shall mean a Property that complies with all representations and warranties set forth in Article IV herein and is not otherwise an Ineligible Property.

“Eligible Dark Property” shall mean a Financed Property that has either (a) gone “dark” and that (i) is included in an existing master lease, (ii) represents less than 25% of the related Collateral Value of such master lease, (iii) the Property Manager reasonably believes is not at risk of becoming a Defaulted Asset and (iv) is subject to a Lease that expressly permits such Financed Property to operate as “dark” property; or (b) gone “dark” due to a casualty event at such Financed Property, which casualty event is fully insured and the Property Manager reasonably expects to be resolved such that Financed Property will be reopened within four months of such event and where the related Tenant is currently paying rent pursuant to the terms of the Lease; provided, at no time shall the aggregate Collateral Value of Eligible Dark Properties included as Collateral exceed the lesser of (A) $50,000,000 or (B) 2.5% of the aggregate Collateral Value of all Financed Properties; provided, however, that any Property identified as both a “Closing Exception Property” and “Dark Property” as set forth on Schedule IV to the Disclosure Letter shall not be deemed to be an Eligible Dark Property.

“Environmental Laws” shall have the meaning set forth in Section 5.24.1.

“Environmental Reports” shall mean the written environmental site assessments or environmental desktop reports, as applicable (including those set forth as Phase I (and Phase II as needed) reports in Schedule III), prepared by independent qualified environmental professionals of each Financed Property, each of which assessments shall be in form and substance customarily requested by Lenders for facilities similar to the Loan. The environmental desktop reports shall include the same content, in all material respects, as the environmental site assessments (other than a site visit or interviews with relevant personnel).

“Equity Interests” shall mean shares of capital stock (whether denominated as common stock or preferred stock), beneficial, partnership, membership or limited liability company interests, participations or other equivalents (regardless of how designated, including, without limitation, any subordinated debt, zero coupon debt or payment-in-kind or similar debt instrument) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or non- voting, and any warrant or other option to purchase any of the above (but in any case, expressly excluding any preferred interests or shares issued in order for any Person to qualify as a REIT).

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“Equity Owner” shall mean STORE Capital Acquisitions, LLC.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute.

“ERISA Affiliate” shall mean with respect to any Person, any corporation or trade or business that is along with such Person a member of any group of organizations (i) described in Section 414(b) or (c) of the Code, or (ii) described in Section 414(m) or (o) of the Code, except that this clause (ii) shall apply solely for purposes of potential liability under Section 302 of ERISA and Section 412 of the Code and the lien created under Section 303(k) of ERISA and Section 430(k) of the Code.

“Event of Default” shall have the meaning set forth in Section 8.1.1.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

“Excluded Asset” shall have the meaning set forth in the Property Management Agreement.

“Excluded Swap Obligation” shall mean, with respect to any guarantor of the Obligations, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“Exit Fee” shall mean an amount equal to the Exit Fee Percentage (as set forth in the Facility Fee Letter) of the principal amount of the Loan repaid in connection with the removal of any Properties, the reduction of the outstanding Loan Amount or termination of the Loan; provided, that no Exit Fee shall be due or payable in connection with (i) the removal of Properties from the Collateral pursuant to a Third Party Purchase Option, (ii) the removal of Lender Approved Release Properties identified in Schedule IV to the Disclosure Letter, or (iii) the substitution of Collateral as permitted pursuant to the terms of this Agreement.

“Exit Fee Side Letter” shall mean that certain letter agreement, dated as of the date hereof, among the Company, the Lenders and the Administrative Agent.

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“Extension Effective Date” shall have the meaning set forth in Section 2.13.

“Extension Fee” shall have the meaning set forth in the Facility Fee Letter.

“Extension Option” shall have the meaning set forth in Section 2.13.

“Extraordinary Expense Cap” shall mean, with respect to the period beginning (i) on the Closing Date and ending on (and including) the day immediately prior to the date that is the first anniversary of the Closing Date, an amount equal to 0.07% of the outstanding Loan Amount on the Closing Date (and 1/12 of such amount per month during such period), (ii) on the date that is the first anniversary the Closing Date and ending on (and including) the day immediately prior to the date that is the second anniversary of the Closing Date, an amount equal to 0.07% of the outstanding Loan Amount on the first anniversary of the Closing Date (and 1/12 of such amount per month during such period) and (iii) on the date that is the second anniversary of the Closing Date and ending on (and including) the day immediately prior to the date that is the third anniversary of the Closing Date, an amount equal to 0.07% of the outstanding Loan Amount on the second anniversary of the Closing Date (and 1/12 of such amount per month during such period).

“Extraordinary Expenses” shall mean unanticipated expenses required to be borne by the applicable Borrowers that consist of, among other things: (i) amounts to be paid in connection with the transfer of the Lease Files and other administrative expenses incurred in connection with the sale or transfer of the Leases by such Borrowers; (ii) payments to the Property Manager, the Special Servicer, the Back-Up Manager, the Administrative Agent, the Collateral Agent or any of their respective directors, officers, employees and agents for certain expenses and liabilities as specified in this Agreement, each Note, the Property Management Agreement; (iii) payments for the advice of counsel and the cost of certain opinions of counsel required with respect to such party’s management of the Financed Properties; (iv) costs and expenses incurred in connection with environmental remediation with respect to any Financed Property; and (v) certain indemnities that the Limited Guarantor is obligated to pay but fails to pay under the Limited Guaranty.

“Facility” shall have the meaning set forth in the recitals hereto.

“Facility Fee Letter” shall mean that certain amended and restated facility fee letter, dated as of September 30, 2022, among Column Financial, Inc., Citigroup Global Markets Inc. and the Parent.

“Facility Termination Date” shall mean the earlier of (i) the Scheduled Termination Date or (ii) the date upon which the Loan becomes due and payable pursuant to Section 8.2.

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

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“FCCR” shall mean the fixed charge coverage ratio equal to the ratio of (1) EBITDAR to (2) Fixed Charges.

“Federal Funds Effective Rate” shall mean for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be such rate reasonable determined by the Administrative Agent; provided, however, that such Federal Funds Effective Rate shall not be less than 0.50%.

“Financed Property” shall mean each of the Properties set forth on Schedule IV to the Disclosure Letter (the “Original Financed Property”) as the same shall be updated to reflect the release of any such Property in accordance with Section 2.8 or Section 2.9 or the addition of any New Property, including any Excluded Assets used as Qualified Substitute Properties in connection with the cure of a Collateral Defect or the sale/transfer of an Original Financed Property.

“Financial Covenants” shall mean the financial covenants relating to the Limited Guarantor set forth in the Limited Guaranty.

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fitch” shall mean Fitch, Inc. and its successors.

“Fixed Charges” shall mean, with respect to a unit, an amount equal to the sum of (i) total operating lease or rent expenses, (ii) interest expense, and (iii) scheduled principal payments on indebtedness payable in respect of such unit, in each case for the period of time as to which such figure is presented.

“Floor” shall mean 1.00%.

“Foreign Lender” shall mean any Lender that is not a U.S. Person.

“Foreign Plan” shall mean any “employee benefit plan” as defined in Section 3(3) of ERISA that is not subject to ERISA or other U.S. law, maintained or sponsored by a Loan Party.

“G Investor” means GIC (Realty) Private Limited or any Person wholly-owned and Controlled (directly and/or indirectly) by GIC (Realty) Private Limited.

“GAAP” shall mean generally accepted accounting principles as in effect from time to time in the United States of America.

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“Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (foreign, federal, State, county, district, municipal, city or otherwise) whether now or hereafter in existence.

“Ground Leases” shall have the meaning set forth in the Property Management Agreement.

“Hazardous Substances” shall mean those substances or wastes that are defined, listed or regulated as hazardous or toxic (or words of similar regulatory intent) under applicable Environmental Law, including, but not limited to petroleum (including crude oil or any fraction thereof), petroleum by-products, polychlorinated biphenyls, asbestos or asbestos-containing material, flammable or explosive substances, pesticides, per- and polyfluoroalkyl substances, and chemicals defined by the United States Environmental Protection Agency as “GenX” chemicals.

“Hedge Agreement” shall mean an interest rate cap or swap confirmation (together with the ISDA Master Agreement and schedule relating thereto) reasonably acceptable to Administrative Agent, between an Acceptable Counterparty and Borrowers obtained by Borrowers in accordance with Section 2.3.8 hereof, including any Pre-Trigger Hedge Agreement. After delivery of a Replacement Hedge Agreement to Administrative Agent, the term “Hedge Agreement” shall be deemed to mean such Replacement Hedge Agreement and such Replacement Hedge Agreement shall be subject to all requirements applicable to the Hedge Agreement.

“Hedge Notional Amount” shall mean, as of any time, an amount equal to 100% of the outstanding Loan Amount at such time.

“Hedge Payment Amount” shall mean, with respect to any Payment Date, all amounts due and payable by the Borrowers to the Acceptable Counterparty under the Hedge Agreement as of such date, including any termination payments.

“Hedge Receipts” shall mean, on each Determination Date, all amounts received by the Borrowers under a Hedge Agreement, including any termination payment.

“Hedging Trigger Event” shall mean, as of any Determination Date, Term SOFR or the Benchmark Replacement then in effect is greater than or equal to 6.00%.

“Hybrid Lease” shall mean a transaction pursuant to which the related Borrower acquires fee title to or a Ground Lease interest in the underlying land (and excluding the improvements located on the land) and (i) as ground lessor, enters into a Ground Lease with respect to a Property and, simultaneously, (ii) as lender, makes a loan to the entity that is the ground lessee under such Ground Lease, or an affiliate thereof, secured by a Mortgage Loan on such ground lessee’s fee or leasehold interest in the Improvements located on the related Property and leasehold interest in the real property subject to such Ground Lease. As used herein with respect to each Hybrid Lease, (i) references to the term “Lease” include the Ground Lease and any sublease related to a Hybrid Lease and the loan secured by a Mortgage on the Improvements on the Property subject to such Ground Lease and (ii) any reference to the term “Property” shall refer to the land subject to the Ground Lease or sublease related to a Hybrid Lease (excluding the improvements located on such land).

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“Hybrid Lease FCCR” shall mean the aggregate FCCR for all Financed Properties under a Hybrid Lease, which includes the sum of all cash flows for all of such Financed Properties and related Hybrid Leases and loan components under such Hybrid Lease. Only one Hybrid Lease FCCR is reported for each Hybrid Lease that is included in the Collateral.

“Improvement” shall have the meaning set forth in the Property Management Agreement.

“Indebtedness” of a Person, as of any date of determination, shall mean the sum (without duplication) at such date of (a) all indebtedness of such Person for borrowed money; (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) all obligations for the deferred purchase price of property or services (including trade obligations) that are due more than 90 days after taking delivery of such property, except any such balance that constitutes an accrued expense or trade payable or similar obligation to a trade creditor, in each case, accrued in the ordinary course of business; (d) all obligations under letters of credit (without duplication of obligations under reimbursement agreements in respect thereof); (e) all obligations under acceptance facilities; (f) all guaranties (other than by endorsement of negotiable instruments for collection in the ordinary course of business) of the obligations (of a type referred to in the other clauses of this definition) of a third Person; (g) all obligations secured by any Liens on any asset of such Person, whether or not the obligations have been assumed (other than the Permitted Encumbrances); and (h) the net amount of such Person’s obligations under any forward contract, futures contract, swap, option or other financing agreement or arrangement, the value of which is dependent upon movements in interest rates, currency exchange rates, commodities or other indices (each, a “Derivative Contract”), including any Hedge Agreement (provided that, on such date of determination, the amount of Indebtedness represented by any such Derivative Contract shall be the maximum amount of any termination, unwind or loss payment required to be paid by such Person if such Derivative Contract were, at the time of determination, to be terminated by reason of any event of default or early termination event thereunder, whether or not such event of default or early termination event has in fact occurred), in each case, as of such date.

“Indemnified Person” shall have the meaning set forth in Section 10.14.1.

“Independent Member” shall have the meaning set forth in Section 5.19.

“Industry Group” shall mean, with respect to each Tenant, the industry group in which such group is classified under the NAICS.

“Ineligible Property” shall mean any Property, other than an Excluded Asset that has not been added as a Financed Property: (i) that is vacant or “dark” (except for Eligible Dark Properties); (ii) for which the Tenant is currently subject to a Bankruptcy Action; (iii) that has an Aggregate 4-Wall FCCR of less than 1.00x and, if applicable, a Corporate FCCR less than 1.00x (subject to the related Tenant having a Lease Guaranty from such entity) (the “FCCR Test”); (iv) for which the remaining term to maturity of the related Lease is less than one (1) year; (v) for which the Property Manager, in accordance with the applicable Servicing Standard, determines that there is a known risk of non-renewal of such Lease; (vi) that is under construction (except for Ongoing Improvement Eligible Properties); or (vii) that is a Defaulted Asset; provided, however, that (x) the Properties identified as “Closing Exception Properties” as set forth on Schedule IV to the Disclosure Letter shall not be deemed to be Ineligible Properties if they fail to meet the

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requirements of (i)-(vii) above for the reason set forth on Schedule IV to the Disclosure Letter and (y) if any unit within a master Lease becomes an Ineligible Property, the other units under such master Lease shall not be deemed to become Ineligible Properties unless every unit of the master Lease fails the FCCR Test.

“Initial Cure Period” shall have the meaning set forth in Section 2.12.

“Initial Loans” shall have the meaning set forth in the recitals hereto.

“Initial Post-Closing Diligence Period” shall have the meaning set forth in Section 2.12.

“Insurance Proceeds” shall mean all net cash proceeds received in connection with an insurance policy (including any environmental insurance policy) related to a Financed Property, other than the net cash proceeds applied to the restoration or repair of the related Financed Property or released to the Tenant in accordance with the related Lease.

“Insurance Rating Requirements” shall have the meaning set forth in Section 4.1.41(k).

“Insurance Requirements” shall have the meaning set forth in the Property Management Agreement.

“Interest Payment Amount” shall mean, with respect to any Payment Date, the aggregate amount obtained by the daily application of (a) the Interest Rate for each day of the related Interest Period to (b) the outstanding Loan Amount on each such day, such amount to be calculated as set forth in Section 2.3.2, together with interest at the Interest Rate on any unpaid Interest Payment Amount from any prior Payment Date.

“Interest Period” shall mean, in connection with the calculation of interest accrued with respect to any specified Payment Date, the period commencing on the first day of the prior calendar month and ending on the last day of such prior calendar month; provided, however, (i) the first Interest Period shall be the period commencing on February 2, 2023 and ending on the last day of the calendar month in which the Closing Date occurs and (ii) the Interest Period for the final Payment Date shall be the period commencing on the first day of the prior calendar month and ending on such Facility Termination Date. Notwithstanding the foregoing, Administrative Agent shall have the right to change the Interest Period subject to the mutual written agreement of the Lenders and Borrowers.

“Interest Rate” shall mean, as of any day, a per annum rate equal to: (a) if an Early Amortization Event has not occurred or is not continuing, the sum of (i) the Benchmark plus (ii) the Loan Spread; (b) if an Early Amortization Event (but not an Event of Default) has occurred and is continuing, the sum of (i) the amount computed pursuant to clause (a) of this definition plus (ii) one percent (1%); and (c) if an Event of Default has occurred and is continuing, the sum of (i) the amount computed pursuant to clause (a) of this definition plus (ii) two percent (2%).

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

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“ISDA Definitions” shall mean the 2006 ISDA Definitions or the 2021 ISDA Interest Rate Derivatives Definitions, in each case published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Joinder” shall mean a joinder agreement in substantially the form of Exhibit F attached hereto (or such other form agreed by the Administrative Agent and the Borrowers) acknowledged by the Administrative Agent.

“Law” shall mean any law, statute, treaty, rule, by-law, order or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property (including, with respect to the Borrower, any Property) or to which such Person or any of its property is subject.

“Land and Building Lease” shall mean a lease pursuant to which land, buildings and other Improvements are leased by a Tenant from the related land and building lessor.

“Lease” shall have the meaning set forth in the Property Management Agreement.

“Lease File” shall have the meaning set forth in the Property Management Agreement.

“Lease Guarantor” shall mean any guarantor under any Lease Guaranty.

“Lease Guaranty” shall mean, with respect to any Lease, the guaranty related to such Lease executed by an Affiliate or parent of the Tenant in favor of the related Property Owner.

“Legal Requirements” shall mean, with respect to each Property, all Laws affecting such Property or any part thereof, or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto.

“Lender” shall mean each Person listed on the signature pages hereto identified as any type or class of lender, and each other Person that may from time to time become party hereto as any type or class of lender or to any assignment in the capacity of any type or class of lender, in each case in accordance with the terms of this Agreement (other than each Person that ceases to be a Lender in accordance with the terms of this Agreement).

“Lender Approved Release Properties” shall mean the properties identified as “Lender Approved Release Properties” on Schedule IV to the Disclosure Letter.

“Licenses” shall have the meaning set forth in Section 4.1.26.

“Lien” shall mean, any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting the Collateral, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and mechanic’s, materialmen’s and other similar liens and encumbrances.

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“Limited Conditionality Provision” shall have the meaning set forth in the Amended and Restated Commitment Letter, dated as of September 30, 2022, among Column Financial, Inc., Citi and Parent.

“Limited Guarantor” shall mean (a) the Company or (b) following closing and from time to time, any replacement or supplemental limited guarantor(s) that has assumed the obligations of the Limited Guarantor under and in accordance with the terms of the Limited Guaranty.

“Limited Guaranty” shall mean that certain Guaranty of Recourse Obligations of Borrowers, dated as of the date hereof, executed and delivered by the Limited Guarantor in connection with the Loan in favor of the Administrative Agent for the benefit of the Secured Parties, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Liquidation Proceeds” shall mean all net proceeds received in connection with the disposition of a Defaulted Asset.

“Loan” or “Loans” shall mean the loan made to the Borrowers on the Closing Date under this Agreement and pursuant to the terms hereof in an amount equal to the Loan Amount.

“Loan Amount” shall mean, (a) on the Closing Date, $2,000,000,000 and (b) thereafter, the outstanding unpaid principal balance of the Loan.

“Loan Documents” shall mean, collectively, this Agreement, each Note, the Mortgages, the Assignments of Leases, the Collateral Agency Agreement, the Notice of Assignment and Notice of Designation, the Consolidation Agreement, the Purchase and Sale Agreements, the Property Management Agreement, the Custody Agreement, the Limited Guaranty, the Exit Fee Side Letter, the Deposit Account Control Agreement, any Hedge Agreements and any assignments thereof, and any other documents designated as a “Loan Document” in writing by the Borrowers and the Administrative Agent.

“Loan Parties” shall mean the Borrowers.

“Loan Spread” shall mean 2.75%; provided that if the outstanding Loan Amount on the date that is three (3) months following the Closing Date is greater than 75% of the Loan Amount on the Closing Date, the Loan Spread shall automatically increase to 3.00%.

“MAI” shall mean a Member of the Appraisal Institute.

“Majority Lenders” shall mean the Lender or Lenders holding a majority of the Pro Rata Share of the Loan held by all Lenders.

“Master Loan Agreements” shall mean, collectively, that certain (i) Master Loan Agreement dated April 29, 2015 between STORE Capital, as lender, and STORE Master Funding VIII, LLC, as borrower; (ii) Master Loan Agreement dated December 1, 2015 between STORE Capital, as lender, and STORE Master Funding IX, LLC, as borrower; (iii) Master Loan Agreement dated April 4, 2016 between STORE Capital, as lender, and STORE Master Funding XI, LLC, as borrower; (iv) Master Loan Agreement dated October 21, 2016 between STORE

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Capital, as lender, and STORE Master Funding XIII, LLC, as borrower; (v) Master Loan Agreement dated August 18, 2017 between STORE Capital, as lender, and STORE Master Funding XVI, LLC, as borrower; (vi) Master Loan Agreement dated August 2, 2019 between STORE Capital, as lender, and STORE Master Funding XVII, LLC, as borrower; (vii) Master Loan Agreement dated August 2, 2019 between STORE Capital, as lender, and STORE Master Funding XVIII, LLC, as borrower; (viii) Master Loan Agreement dated November 16, 2020 between STORE Capital, as lender, and STORE Master Funding XXI, LLC, as borrower; (ix) Master Loan Agreement dated April 9, 2021 between STORE Capital, as lender, and STORE Master Funding XXII, LLC, as borrower; (x) Master Loan Agreement dated August 18, 2021 between STORE Capital, as lender, and STORE Master Funding XXIII, LLC, as borrower; (xii) Master Loan Agreement dated October 8, 2021 between STORE Capital, as lender, and STORE Master Funding XXIV, LLC, as borrower; (xii) Master Loan Agreement dated October 8, 2021 between STORE Capital, as lender, and STORE Master Funding XXV, LLC, as borrower; (xiii) Master Loan Agreement dated February 9, 2022 between STORE Capital, as lender, and STORE Master Funding XXVI, LLC, as borrower; and (xiv) Master Loan Agreement dated February 9, 2022 between STORE Capital, as lender, and STORE Master Funding XXVII, LLC, as borrower.

“Material Adverse Change” shall mean any material adverse change in (i) the business operations, economic performance, assets or financial condition of the Borrowers, taken as a whole, or, with respect to Section 4.1.32 and as such term is used in the Limited Guaranty, the Credit Parties, taken as a whole, (ii) the ability of the Borrowers, taken as a whole, or, with respect to Section 4.1.32 and as such term is used in the Limited Guaranty, the Credit Parties, taken as a whole, to perform, in all material respects, their obligations under each of the Loan Documents, or (iii) the enforceability or validity of any Loan Document, the perfection or priority of any Lien created under any Loan Document or the remedies of Lenders under any Loan Document, in each case in any material respect.

“Material Variation of the Payment Due” shall mean the portion of any Monthly Lease Payment or Monthly Loan Payment that the Company receives in respect of any Lease or Mortgage Loan that exceeds 105% of the amount reasonably determined by the Company to be actually due for such month under the terms of such Lease or Mortgage Loan.

“Maximum Advance Rate” shall mean, initially, 51.50% and, following a Take-Out Transaction, a percentage equal to the lesser of: (a) (1) the quotient (expressed as a percentage) of (x) the outstanding Loan Amount immediately after the most recent Take-Out Transaction, divided by (y) the aggregate Collateral Value immediately after the most recent Take-Out Transaction, plus (2) 1.50%, and (b) 51.50%.

“Maximum Ineligible Property Value” shall have the meaning set forth in Section 2.5.4.

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

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“Maximum Property Concentrations” shall mean, with respect to any substitution of a New Property and any concentration set forth below, a percentage equivalent to a fraction calculated by dividing the Aggregate Allocated Loan Amounts in such concentration by the Aggregate Allocated Loan Amounts of all Financed Properties, no greater than the specified percentages set forth below, in each case as of the applicable Determination Date, (A) if the aggregate Collateral Value of the Financed Properties is greater than seventy percent (70%) of the aggregate Collateral Value of the Financed Properties (measured by the Collateral Value of the Financed Properties as of the Closing Date): (i) with respect to each industry group from the North American Industry Classification System, a percentage no greater than 15.0% of the Aggregate Allocated Loan Amount of all Financed Properties; (ii) with respect to any Tenant (including affiliates thereof), (a) in the case of the largest Tenant (including affiliates thereof), a percentage no greater than 5.5% of the Aggregate Allocated Loan Amount of all Financed Properties and (b) in the case of the five (5) largest Tenants (including affiliates thereof), an aggregate percentage no greater than 20.0% of the Aggregate Allocated Loan Amount of all Financed Properties; (iii) with respect to Properties located in (a) Texas, a percentage no greater than 15.0% of the Aggregate Allocated Loan Amount of all Financed Properties and (b) any other State, a percentage no greater than 12.5% of the Aggregate Allocated Loan Amount of all Financed Properties; (iv) with respect to Ground Leases, a percentage no greater than 5.0% of the Aggregate Allocated Loan Amount of all Financed Properties; (v) with respect to Tenants which pay Percentage Rent only, a percentage no greater than 5.0% of the Aggregate Allocated Loan Amount of all Financed Properties; (vi) with respect to Financed Properties with less than twelve (12) months of operating history at such location, a percentage no greater than 10.0% of the Aggregate Allocated Loan Amount of all Financed Properties; and (vii) with respect to Hybrid Leases, a percentage no greater than 10.0% of the Aggregate Allocated Loan Amount of all Financed Properties or (B) if the aggregate Collateral Value of the Financed Properties is less than or equal to seventy percent (70%) of the aggregate Collateral Value of the Financed Properties (measured by the Collateral Value of the Financed Properties as of the Closing Date): (i)(a) with respect to the two (2) largest industry groups from the North American Industry Classification System, a percentage no greater than 15.0% of the Aggregate Allocated Loan Amount of all Financed Properties and (b) with respect to any other industry group, a percentage no greater than 10.0% of the Aggregate Allocated Loan Amount of all Financed Properties; (ii) with respect to (a) USLBM (including affiliates thereof), a percentage no greater than 10.0% of the Aggregate Allocated Loan Amount of all Financed Properties, (b) the largest Tenant (including affiliates thereof) other than USLBM, a percentage no greater than 7.5% of the Aggregate Allocated Loan Amount of all Financed Properties, (c) any other Tenant (including affiliates thereof), a percentage no greater than 5.0% of the Aggregate Allocated Loan Amount of all Financed Properties and (d) the five (5) largest Tenants (including affiliates thereof), an aggregate percentage no greater than 20.0% of the Aggregate Allocated Loan Amount of all Financed Properties; (iii)(a) with respect to Financed Properties located in Texas, a percentage no greater than 17.0% of the Aggregate Allocated Loan Amount of all Financed Properties and (b) with respect to any other State, a percentage no greater than 15.0% of the Aggregate Allocated Loan Amount of all Financed Properties; (iv) with respect to Ground Leases, a percentage no greater than 8.0% of the Aggregate Allocated Loan Amount of all Financed Properties; (v) with respect to Tenants which pay Percentage Rent only, a percentage no greater than 5.0% of the Aggregate Allocated Loan Amount of all Financed Properties; (vi) with respect to Properties with less than twelve (12) months of operating history at such location, a percentage no greater than 10.0% of the Aggregate Allocated Loan Amount of all Financed Properties; and (vii) with respect to Hybrid Leases, a percentage no greater than 10.0% of the Aggregate Allocated Loan Amount of all Financed Properties; provided, however, that any such requirements may be waived by the Administrative Agent at the direction of the Lenders.

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“Money Laundering Laws” shall mean the applicable financial recordkeeping and reporting requirements of the United States, including of the Currency and Foreign Transactions Reporting Act of 1970 (the Bank Secrecy Act), as amended, the USA PATRIOT Act, as amended.

“Monthly DSCR” shall mean, with respect to any Determination Date, (a) the sum of (x) all Monthly Lease Payments and Monthly Loan Payments scheduled to be due and actually received during the related Collection Period (excluding, for the avoidance of doubt, any payments on Tenant notes), with the exception of (i) any Monthly Lease Payment or Monthly Loan Payment collected for a prior months’ delinquency, (ii) any Monthly Lease Payment or Monthly Loan Payment collected as a duplicative payment, or (iii) any Monthly Lease Payment or Monthly Loan Payment collected and deemed to be a Material Variation of the Payment Due, and (y) any income earned from the investment of funds on deposit in the Collection Account, divided by (ii) the Total Debt Service for the related Payment Date, as such figure may be adjusted to reflect any Monthly Lease Payments or Monthly Loan Payments that were due during the related Collection Period but actually received thereafter. For purposes of determining the Monthly DSCR, the Total Debt Service will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

“Monthly Lease Payments” shall mean, with respect to any Lease, the fixed or “base” rent monthly payment that is actually payable by the related Tenant from time to time under the terms of such Lease (excluding any Percentage Rent), after giving effect to any provision of such Lease providing for periodic increases in such fixed or “base” rent by fixed percentages or dollar amounts or by percentages (including based on increases in the Consumer Price Index).

“Monthly Loan Payments” shall have the meaning set forth in the Property Management Agreement.

“Moody’s” shall mean Moody’s Investors Service, Inc. and its successors.

“Mortgage” shall mean any mortgage, deed of trust, deed to secure debt or other security instrument (i) in the form currently on record with respect to each Financed Property as of the Closing Date, including any jurisdiction-specific variations, or (ii) such other form agreed by the Administrative Agent and the Borrowers, in each case, given by the related Property Owner to the Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties) that creates a Lien on a Property (or leasehold interest thereon) to secure amounts due under the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Mortgage Collateral” shall mean, with respect to each Financed Property, all of the “Mortgaged Property” or “Trust Estate”, as applicable, as defined in the applicable Mortgage.

“Mortgage Loan” shall mean, with respect to the related component of a Hybrid Lease, each fixed- and adjustable-rate, monthly pay, first lien, commercial mortgage loan, as listed on the Mortgage Loan Schedule included in the Collateral pool.

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“Mortgage Loan Borrower” shall mean, with respect to each Mortgage Loan component of a Hybrid Lease, the obligor or obligors on a Mortgage Note, including any Person that has acquired the related Collateral and assumed the obligations of the original obligor under the Mortgage Note.

“Mortgage Loan Documents” shall mean, with respect to each Mortgage Loan component of a Hybrid Lease, the related loan agreement, if any, and Mortgage Note, and any related Mortgage, Ground Lease or Land and Building Lease, as applicable, Mortgage Loan Guaranty or other agreement or instrument, to the extent made for the benefit of the related lender or holder of the Mortgage Note.

“Mortgage Loan File” shall mean, with respect to each Mortgage Loan component of a Hybrid Lease, the following documentation:

(i) the original Mortgage Note endorsed, without recourse, to the order of the Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties) or in blank and bearing all intervening endorsements;

(ii) the original of the Mortgage and, if applicable, the originals of any intervening recorded assignments thereof showing a complete chain of assignment from the Originator of the Mortgage Loan to the most recent assignee of record thereof, if any, in each case with evidence of recording indicated thereof or, if any such original Mortgage or assignment has not been returned from the applicable public recording office, a copy thereof as a true and complete copy of the original thereof submitted for recording (which delivery shall be deemed to be a certification by such Originator and the related Borrower that such copy is a true and complete copy of the original submitted for recording);

(iii) originals or copies of any other documents related to the Mortgage Loan (other than the Mortgage Note and Mortgage described in clauses (i) and (ii) above) and copies of any related UCC Financing Statements filed under the UCC as in effect in any jurisdiction, if any, together with originals or copies of any intervening assignments of such other Mortgage Loan Documents and UCC Financing Statements, with evidence of filing indicated on each such UCC Financing Statement and assignment thereof;

(iv) original letters of credit, if any;

(v) an original assignment of the related Mortgage, in favor of the Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Secured Parties) and in recordable form, to the extent applicable;

(vi) an original omnibus assignment of the documents related to the Mortgage Loan (other than the Mortgage described in clause (v) above) in favor of the Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties) (or in blank), together with original assignments of any related UCC Financing Statements in favor of the Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties) and in a form suitable for filing;

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(vii) originals or copies of all assumption, modification and substitution agreements in those instances where the terms of any related Mortgage Loan Documents have been modified or the Mortgage Loan has been assumed, together with any evidence of recording thereon or that such document has been submitted for recording, when appropriate;

(viii) originals or copies of all Ground Leases, if any, the related Ground Lease estoppels and amendments thereof;

(ix) the original or a copy of the lender’s title insurance policy, together with all endorsements or riders (or copies thereof) that were issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first lien on the related Property or, with respect to each Mortgage Loan as to which a title insurance policy has not yet been issued, a policy meeting the foregoing description as evidenced by a commitment for title insurance “marked up” together with a closing instruction letter setting forth such requirements of the lender’s title insurance policy (or by “pro-forma” otherwise agreed to by the title company) as of the closing date of the Mortgage Loan;

(x) a copy of any tenant or borrower estoppel certificate, if available;

(xi) a copy of the appraisal (whether in hard copy, electronic copy or CD-ROM format) containing the appraisal information for the related Property;

(xii) copies of Environmental Reports, if applicable;

(xiii) a copy of any environmental insurance policy, if applicable, together with the original assignment thereof to the Administrative Agent;

(xiv) evidence of insurance showing the applicable Mortgage Loan Borrower or its Affiliate as the insured or an additional insured party under certain casualty insurance policies, if any;

(xv) the executed original of any Mortgage Loan Guaranty and any amendment, modification, waiver agreement or instrument related thereto to the extent in the possession of the related Borrower or a copy thereof certified to be true, correct and complete by such Borrower; and

(xvi) a checklist of the foregoing documents;

provided, that (x) no assignment of any of the foregoing documents in favor of the Administrative Agent shall be considered to be effective until the Closing Date, notwithstanding any earlier date on any such assignment and (y) whenever the term “Mortgage Loan File” is used to refer to documents actually received by the Custodian pursuant to this Agreement or the Custody Agreement, such term shall not be deemed to include such documents required to be included therein unless they are actually so received.

“Mortgage Loan Guarantor” shall mean, with respect to any Mortgage Loan component of a Hybrid Lease, any guarantor under a Mortgage Loan Guaranty.

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“Mortgage Loan Guaranty” shall mean, with respect to any Mortgage Loan component of a Hybrid Lease, the guaranty related to such Mortgage Loan executed by an Affiliate or parent of the Borrower in favor of a Borrower.

“Mortgage Loan Schedule” shall have the meaning set forth in the Property Management Agreement.

“Mortgage Note” shall mean, with respect to the Mortgage Loan component of a Hybrid Lease, the original executed note evidencing the indebtedness of a Mortgage Loan Borrower, together with any rider, addendum or amendment thereto, or any renewal, substitution or replacement of such note.

“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Section 3(37) of ERISA that is subject to ERISA to which any Loan Party or ERISA Affiliate thereof, contributes or has any liability.

“NAICS” shall mean the North American Industry Classification System standard used by federal statistical agencies in classifying business establishments for the purpose of collecting, analyzing, and publishing statistical data related to the U.S. business economy as set forth on https://www.census.gov/eos/www/naics/.

“New Property” shall have the meaning set forth in Section 3.3 hereof.

“New York UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“Nonrecoverable Advances” shall have the meaning set forth in the Property Management Agreement.

“Note” shall mean any promissory note executed by each of the Borrowers and payable to any Lender (or its registered assigns) in substantially the form of Exhibit G attached hereto (or such other form agreed by the Administrative Agent and the Borrowers).

“Notice of Borrowing” shall have the meaning set forth in Section 3.2 hereof.

“Notice of Assignment and Notice of Designation” shall mean that “Notice of Assignment and Notice of Designation” executed by STORE Capital (and acknowledged by the Company as successor in interest to STORE Capital) and delivered to the Collateral Agent designating the Administrative Agent as “Noteholder” with respect to the Financed Properties under the Collateral Agency Agreement.

“Obligations” shall mean all of the obligations of the Borrowers to the Administrative Agent, the Lenders and the other Secured Parties from time to time under this Agreement or any other Loan Document, in each case, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to any Borrower, would have accrued on any Obligation, whether or not a claim is allowed against such Borrower for such interest in the related bankruptcy proceeding), fees, expenses, indemnification or otherwise, whether now existing or arising in the future, direct or indirect, fixed or contingent, joint, several or joint and several, including any extensions or changes in the form thereof that are made in accordance with the terms of the Loan Documents; provided that, notwithstanding anything to the contrary herein or in any other Loan Document, “Obligations” shall not include any Excluded Swap Obligations.

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“OFAC” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Officer’s Certificate” shall mean a certificate delivered to the Administrative Agent by the applicable Borrower which is signed by a Responsible Officer of the applicable Borrower.

“Ongoing Improvement Eligible Property” shall mean a Financed Property that is paying rent, open and fully operational with an Improvement being made to an existing structure (i.e. no ground-up construction), where (a) the cost of such Improvement does not exceed fifty percent (50%) of the Collateral Value of such Financed Property and (b) such Improvement is expressly permitted pursuant to the terms of the related Lease; provided, at no time shall the aggregate Collateral Value of Ongoing Improvement Eligible Properties included in the Collateral exceed the lesser of (A) $100,000,000 or (B) 5% of the aggregate Collateral Value of all Financed Properties; provided, however, that any Property identified as both a “Closing Exception Property” and an “Ongoing Improvement Property” as set forth on Schedule IV to the Disclosure Letter shall not be deemed to be an Ongoing Improvement Eligible Property.

“Originator” shall mean any of STORE Capital Acquisitions, LLC or another Affiliate of STORE Capital or the Company that originated a Mortgage Loan.

“OS Investor” means (a) Blue Owl Capital, Inc. or any successor thereto, together with any investment fund or vehicle, parallel partnerships or alternative investment vehicles and any co-investment or managed vehicles Controlled or managed by Blue Owl Capital, Inc. or its Affiliate(s), (b) Oak Street Real Estate Capital, LLC or any successor thereto, together with any investment fund or vehicle, parallel partnerships or alternative investment vehicles and any co-investment or managed vehicles Controlled or managed by Oak Street Real Estate Capital, LLC or its Affiliate(s), (c) any entity comprising any other real estate investment fund or vehicle Controlled or managed by Blue Owl Capital, Inc. or Oak Street Real Estate Capital, LLC or their respective Affiliate(s) and/or (d) Oak Street Net Lease Trust, or any successor thereto, together with any investment fund or vehicle, parallel partnerships or alternative investment vehicles and any co-investment or managed vehicles Controlled or managed by Oak Street Net Lease Trust or its Affiliate(s).

“Other Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Property, now or hereafter levied or assessed or imposed against such Property or any part thereof.

“Other Plan Law” shall mean Law substantially similar to Section 406 of ERISA or Section 4975 of the Code that would be violated by the transactions contemplated by the Loan Documents.

“Parent” shall mean Ivory Parent, LLC and its successors and assigns.

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“Pay-off Amount” means, with respect to any Financed Property with a Collateral Defect, an amount equal to (i) the greater of the Allocated Loan Amount (without giving effect to $0 Collateral Value for being an Ineligible Property) and the Appraised Value of such Financed Property, plus (ii) any unpaid Monthly Lease Payments then due, and any unreimbursed Property Protection Advances, fees and expenses (including fees and expenses incurred in connection with such release) (in each case, plus interest thereon as applicable), related to the Financed Property or the related Lease.

“Payment Account” shall have the meaning set forth in Section 2.11.1 hereof.

“Payment Agent” shall have the meaning set forth in the preamble to this Agreement.

“Payment Date” shall mean the twenty-third (23^rd) day of every calendar month during the term of the Loan commencing on the twenty-third (23^rd) day of the first full calendar month following the Closing Date and continuing throughout the term of the Loan, including the Scheduled Termination Date and Facility Termination Date or, if such day is not a Business Day, the immediately following Business Day.

“Payment Date Invoice” shall mean, for any Payment Date, the invoice prepared by each Lender reflecting the Total Debt Service, fees, costs, expenses and indemnities payable to such Lender hereunder on such Payment Date, which invoice shall be provided by such Lender to the Property Manager and included by the Property Manager in the Determination Date Report.

“Payment Transfer Date” shall mean each of the seventh (7^th) day of every calendar month and the day immediately following the Determination Date (or in the case of each of the foregoing, the following Business Day if any such day is not a Business Day) during the term of the Loan commencing each such day of the first full calendar month following the Closing Date and continuing throughout the term of the Loan.

“Percentage Rent” shall have the meaning set forth in the Property Management Agreement.

“Pension Plan” shall mean means any “employee pension plan” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) that is subject to Title IV of ERISA or the funding rules under Section 412 of the Code which is sponsored, maintained or contributed to by, or required to be contributed by a Loan Party or any of their ERISA Affiliates.

“Periodic Term SOFR Determination Day” shall have the meaning assigned to it in the definition of “Term SOFR.”

“Permitted Encumbrances” shall mean, (a) the Liens in favor of the Administrative Agent and the Secured Parties created under the Loan Documents, (b) the Liens in favor of the Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties) created under the Mortgages and the Collateral Agency Agreement, (c) customary Liens (not securing Indebtedness) in favor of a bank or a securities intermediary holding any account that arise in the ordinary course of business as a matter of law on items in the course of collection or encumbering deposits or other similar Liens (not securing Indebtedness) in the ordinary course of business (including the right of

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set-off) with respect to such account, (d) Liens, if any, for Taxes imposed by any Governmental Authority not yet due and payable or due but not yet delinquent, (e) the Leases, (f) such other title and survey exceptions as are required, caused by or permitted under the Lease for the relevant Financed Property, (g) covenants, conditions and restrictions, rights-of-way, easements and other matters of public record, such exceptions being of a type or nature that are acceptable to mortgage lending institutions generally, that, in the aggregate, do not materially adversely affect the use and operation, the value or the marketability of title of such Financed Property or the Borrowers’ ability to repay the Loan in a timely manner, (h) Liens arising by operation of law or agreement in favor of landlords, warehousemen, carriers, mechanics or materialmen, custodians or depository banks incurred in the ordinary course of business and (i) such other Liens as Administrative Agent has approved or may approve in writing.

“Permitted Holders” means (i) each G Investor and (ii) each OS Investor.

“Permitted Materials” shall mean Hazardous Substances used or generated by any Tenant or Borrower in the ordinary course of business and used, handled, stored, managed, transported, and disposed of in accordance with applicable Environmental Laws.

“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, State, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Post-Closing Readjustment Event” shall have the meaning set forth in Section 2.12.

“Primary Notes” shall have the meaning set forth in the Master Loan Agreements.

“Pre-Trigger Hedge Agreement” shall mean any Hedge Agreement entered into in accordance with Section 2.3.8(g).

“Prime Rate” shall mean the rate of interest determined by the Administrative Agent as the “Prime Rate” as in effect from time to time; provided, however, that such Prime Rate shall not be less than 1.00%. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent and any Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Pro Rata Share” shall mean, as of any date of determination, for any Lender, the percentage equivalent of a fraction the numerator of which is the portion of the outstanding Loan Amount on such date with respect to such Lender and the denominator of which is equal to the total outstanding Loan Amount with respect to all Lenders.

“Property” shall mean each parcel of land (including interests in land pursuant to a Ground Lease) and the Improvements thereon and together with all personal property owned by the related Property Owner secured by a Mortgage, together with all rights pertaining to such land and Improvements, as more particularly described in each Mortgage. Notwithstanding the foregoing, the term “Property” when used with respect to a Hybrid Lease in this Agreement or any other Loan Document means the land subject to the Ground Lease or sublease related to such Hybrid Lease (excluding the Improvements located on such land).

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“Property Addition Notice” shall mean a written request by the Borrowers to add New Properties, including Qualified Substitute Properties, as Financed Properties or to designate Properties as Excluded Assets or Additional Financed Properties, substantially in the form of Exhibit D attached hereto (or such other form agreed by the Administrative Agent and the Borrowers).

“Property Management Agreement” shall mean the Property Management and Servicing Agreement, dated as of the date hereof, among the Borrowers, the Property Manager, the Administrative Agent and the Back-Up Manager, as the same may be amended, supplemented or otherwise modified from time to time.

“Property Management Fee” shall have the meaning set forth in the Property Management Agreement.

“Property Manager” shall mean the Company and its successors and assigns.

“Property Owner” shall mean each owner of a Property.

“Property Protection Advances” shall have the meaning set forth in the Property Management Agreement.

“Property Taxes” shall mean all real estate taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Property or part thereof.

“Purchase and Sale Agreements” shall mean the Loan Purchase Agreements between the applicable Originator and the applicable Borrower, pursuant to which such Borrower acquires Mortgage Loan components of Hybrid Leases from the applicable Originator, as amended, restated, supplemented or otherwise modified from time to time.

“Qualified Substitute Property” shall have the meaning set forth in the Property Management Agreement.

“Rating Agencies” shall mean each of S&P, Moody’s, Fitch, DBRS Morningstar, or any other nationally recognized statistical rating agency which has been approved by Administrative Agent.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is Term SOFR, the SOFR Determination Time, and (2) if such Benchmark is not Term SOFR, the time determined by the Administrative Agent in its reasonable discretion.

“Register” shall have the meaning set forth in Section 6.2 hereof.

“Reimbursement Rate” shall have the meaning set forth in the Property Management Agreement.

“Release Account” shall have the meaning set forth in the Property Management Agreement.

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“Release Price” shall mean an amount equal to one hundred twenty-five percent (125%) of the Allocated Loan Amount of any Financed Property sold to a third party, the Company or an Affiliate or otherwise released hereunder, provided that the Release Price with respect to any Financed Property with an Allocated Loan Amount of $0 (i.e., Excluded Assets, Ineligible Properties and Additional Financed Properties) shall be (a) in the case of Excluded Assets, $0, (b) in the case of Ineligible Properties, the fair market value of such Property determined by an Appraisal (for purposes of this definition, completed on or prior to the Closing Date or in connection with such Property becoming a Financed Property) and (c) in the case of Additional Financed Properties, an amount equal to one hundred twenty-five percent (125%) of the product of the Advance Rate at the time of such release and the Collateral Value of such Additional Financed Property.

“Relevant Governmental Body” shall mean the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or any successor of any of the foregoing.

“Remedial Work” shall have the meaning set forth in the Property Management Agreement.

“Rents” shall mean, with respect to each Property, all rents (including Percentage Rents), rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and all other deposits), accounts, cash, issues, profits, charges for services rendered, all other amounts payable as rent by a Tenant under any Lease with a Borrower or other agreement with a Borrower relating to the use of the Properties, including, without limitation, charges for electricity, oil, gas, water, steam, heat, ventilation, air-conditioning and any other energy, telecommunication, telephone, utility or similar items or time use charges, HVAC equipment charges, sprinkler charges, escalation charges, license fees, maintenance fees, charges for Property Taxes, operating expenses or other reimbursables payable to the applicable Property Owner (or to the Property Manager for the account of such Property Owner) under any Lease, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of the applicable Property Owner or its agents or employees from any and all sources arising from or attributable to the Property.

“Replacement Hedge Agreement” shall mean, collectively, one or more hedge agreements, reasonably acceptable to Administrative Agent, from an Acceptable Counterparty with terms satisfying the criteria included in Section 2.3.8.

“Responsible Officer” with respect to any Credit Party, shall mean the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, the President, any Executive Vice President or any other authorized officer of such Credit Party, and with respect to any other Person, the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, any Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of such Person, or any other authorized officer of such Credit Party or of the member of such Credit Party.

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“S&P” shall mean S&P Global Ratings.

“Sanctioned Country” shall mean, at any time, any country or territory which is itself the subject or target of any country-wide or territory-wide Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Syria, the so-called Luhansk People’s Republic, and the so-called Donetsk People’s Republic).

“Sanctioned Person” shall mean any Person that is the target of Sanctions, including (i) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, (ii) any Person located, organized, or resident in a Sanctioned Territory, or (iii) any Person directly or indirectly owned or controlled by any such Person or Persons described in the foregoing clauses (i) and (ii).

“Sanctions” shall mean any economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by relevant Governmental Authorities, including, but those administered by the U.S. government through the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State.

“Scheduled Properties” shall mean the Properties set forth on Schedule 2.12(d).

“Scheduled Termination Date” shall mean February 3, 2025, or such later date to which the Scheduled Termination Date may be extended pursuant to Section 2.13.

“Secured Parties” shall mean, collectively or individually, as the context may require, each of the Lenders, the Administrative Agent, the Payment Agent, any Acceptable Counterparty under a Hedge Agreement and each Indemnified Person.

“Securities” shall mean any stock, shares, partnership interests, limited liability company interests, voting trust certificates, certificates of interest or participation in any profit sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

“Security Deposit” shall mean any security deposit or other similar amount provided by Tenant or its affiliate or any Lease Guarantor to a Borrower or its affiliate in connection with entering into a Lease.

“Servicer Replacement Event” shall have the meaning set forth in the Property Management Agreement.

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“Servicing Standard” shall mean to provide property management services for the Financed Properties and to service the Mortgage Loans and the Leases (a) in the same manner in which, and with the same care, skill, prudence and diligence with which the Company, the Property Manager or the Special Servicer, as the case may be, services and administers similar leases and properties and loans, including, without limitation, the granting of Permitted Encumbrances, for its own account and the account of its Affiliates or any third party portfolios, to the extent applicable, or (b) in a manner normally associated with the prudent management and operation of similar properties, whichever standard is higher, and in each such case, in material compliance with all applicable Laws, but without regard to: (i) any known relationship that the Property Manager or Special Servicer, or an Affiliate of the Property Manager or Special Servicer, may have with any Borrower, any Tenant, any Mortgage Loan Borrower, any of their respective Affiliates or any other party to the Loan Documents; (ii) the ownership of any Note by the Property Manager or Special Servicer or any Affiliate of the Property Manager or Special Servicer, as applicable; (iii) the Property Manager’s obligation to make Property Protection Advances or to incur servicing expenses with respect to the Leases, Financed Properties or Mortgage Loans; (iii) the Property Manager’s or Special Servicer’s right to receive compensation for its services; (iv) the ownership, or servicing or management for others, by the Property Manager or Special Servicer of any other leases, commercial real properties or loans; (v) the release, transfer or indemnification obligations of the Property Manager or Special Servicer; or (vi) the existence of any loans made to a Tenant by the Property Manager or Special Servicer or any Affiliate thereof.

“Severed Loan Documents” shall have the meaning set forth in Section 8.2.3 hereof.

“SOFR” shall mean a rate per annum equal to the secured overnight financing rate for such Business Day as administered by the SOFR Administrator.

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

“SOFR Administrator’s Website” shall mean the SOFR Administrator’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Business Day” shall mean a day on which banks are open for dealing in foreign currency and exchange in London, New York City and Washington, D.C.

“SOFR Determination Time” shall mean 3:00 p.m. (New York time) on a U.S. Government Securities Business Day, at which time Compounded SOFR or Term SOFR, as applicable, is published on the Federal Reserve Bank of New York’s Website.

“Solvent” shall mean, with respect to any Person as of the date of determination,) (a) the sum of such Person’s liabilities (including contingent liabilities) does not exceed the present fair saleable value of such Person’s present assets, (b) such Person’s capital is not unreasonably small in relation to its business as then contemplated and (c) such Person has not incurred debts and liabilities (including contingent liabilities) beyond its ability to pay such debts and liabilities as they become due (whether at maturity or otherwise). For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that would reasonably be expected to become an actual or matured liability.

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“Special Purpose Entity Requirements” shall mean the covenants set forth in Section 5.4.1 and Section 5.4.2.

“Specified Acquisition Agreement Representations” shall mean the representations and warranties made by STORE Capital in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Parent or its Affiliates shall have the right (taking into account any cure provisions) to terminate their respective obligations under the Acquisition Agreement or otherwise decline to close the Acquisition as a result of a breach of any such representations and warranties or any such representations and warranties not being accurate.

“Special Servicer” shall have the meaning set forth in the Property Management Agreement.

“Specified Representations” shall mean the representations and warranties set forth in Sections 4.1.1 to 4.1.8, 4.1.9(b) and Section 4.1.10, Sections 2.1 to 2.7 of the Limited Guaranty.

“State” shall mean, with respect to a Property, the State or Commonwealth in the United States of America in which such Property or any part thereof is located.

“STORE Capital” shall mean STORE Capital Corporation, a Maryland corporation.

“Strike Price” shall mean, with respect to any Hedge Agreement, 6.25%.

“Survey” shall mean a survey of the Property in question prepared by a surveyor licensed in the State and reasonably satisfactory to the company or companies issuing the Title Insurance Policies, and containing a certification of such surveyor.

“Swap Obligation” shall mean, with respect to any guarantor of the Obligations, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Take-Out Transaction” means, on any day, a transaction resulting in the payment of the Release Price with respect to the release of $300 million (by Collateral Value) or greater of Eligible Properties from the Collateral.

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

“Tax Benefit” shall have the meaning set forth in Section 2.3.5 hereof.

“Tenant” shall mean the tenant under a Lease with respect to a Property and any successor or assign thereof.

“Tenant Concept”: With respect to each Tenant, the concept in which such Tenant or Tenant’s business is classified under the NAICS.

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“Term SOFR” shall mean, with respect to each Interest Period, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the SOFR Administrator on CBA’s Market Data Platform (or other commercially available source of the applicable SOFR Administrator providing such quotations as may be selected by the Administrative Agent in its reasonable discretion from time to time) at approximately 6:00 a.m. (New York City time) on such Periodic Term SOFR Determination Day; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day.

“Term SOFR Notice” shall mean a written notification by the Administrative Agent to the Lenders, the Borrower and the Collateral Agent of the occurrence of a Term SOFR Transition Event.

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

“Term SOFR Transition Event” shall mean, to the extent Term SOFR is no longer the Benchmark, the election by the Administrative Agent following the determination by the Administrative Agent, in its reasonable discretion and in consultation with the Borrowers, that Term SOFR (a) has been (x) recommended by the Relevant Governmental Body for use in asset-backed lending transactions substantially similar hereto, (y) applied in five (5) or more asset-backed lending transactions substantially similar hereto where the Administrative Agent or one of its affiliates is a lender, or (z) generally adopted by market participants for use in asset-backed lending transactions substantially similar hereto, and (b) is operationally, administratively and technically feasible for the Administrative Agent.

“Third Party Option Price” shall mean, with respect to a Property, the cash price set forth in the related Lease for exercise of a Third Party Purchase Option.

“Third Party Purchase Option” shall mean the option under a Lease, whether conditional or otherwise, for the related Tenant or another third party to purchase the related Financed Property before or at the expiration of the term of the Lease for the Third Party Option Price.

“Ticking Fees” shall have the meaning set forth in the Facility Fee Letter.

“Title Insurance Policy” shall mean, with respect to each Property, an ALTA mortgagee title insurance policy from an Approved Title Company issued with respect to such Property and insuring the lien of the Mortgage encumbering such Property, as the same may be modified, by endorsement or otherwise, pursuant to the terms of this Agreement.

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“Total Debt Service” means, with respect to any Determination Date, the sum of (a) the accrued interest with respect to the outstanding Loan Amount for the related Interest Period and (b) fees owed to the Property Manager, Back-up Manager, Account Bank and Collateral Agent, each as accrued during the Collection Period ending on such Determination Date.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the applicable State in which a Property Owner is incorporated, organized or established.

“UCC Financing Statement” shall mean any UCC-1 financing statement which perfects a Lien on the personal property of the related Loan Party in favor of the Administrative Agent for the benefit of the Secured Parties, as the same may be continued, amended, restated, replaced, supplemented or otherwise modified from time to time.

“Unadjusted Benchmark Replacement” shall mean the applicable Benchmark Replacement excluding the related Benchmark Adjustment.

“Unencumbered Real Properties” shall mean unencumbered fee owned triple net leased real estate assets owned by the Company or any of its Affiliates.

“United States Dollars” and the sign “US$” shall mean the lawful money of the United States of America.

“Unscheduled Proceeds” shall mean, collectively, without duplication, (i) Liquidation Proceeds, (ii) Insurance Proceeds and Condemnation Proceeds not applied to the restoration or repair of the related Financed Property or released to the applicable Tenant in accordance with the related Lease or held in the Casualty and Condemnation Proceeds Account (as defined in the Property Management Agreement) to be used for restoration or repair of the related Financed Property or released to the applicable Tenant in accordance with the related Lease, (iii) any Third Party Option Price received as a result of the exercise of a Third Party Purchase Option unless a Qualified Substitution Property has been substituted in or such Third Party Option Price is held in the Release Account in anticipation of a substitution to be completed within 15 days of the closing of the transaction resulting from such Third Party Purchase Option, (iv) amounts received pursuant to clause (i) of the definition of Pay-off Amounts, (v) any Advance Rate Reduction Payment, (vi) any termination payments under a Hedge Agreement and (vii) any Release Price received associated with the release of any Financed Property unless a Qualified Substitution Property has been substituted in or such Third Party Option Price is held in the Release Account in anticipation of a substitution to be completed within 15 days of the closing of the transaction resulting from such Third Party Purchase Option.

“Upfront Fee” shall mean the “Funding Fee” as set forth in the Citi Fee Letter.

“U.S. Government Securities Business Day” shall mean any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

“U.S. Lender” means any Lender that is a U.S. Person.

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

“USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56), as amended.

“USLBM” shall mean US LBM Holdings, LLC or any successor thereto.

“Voluntary Bankruptcy Action” shall mean with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code or otherwise voluntarily commencing or instituting any application, proceeding or other action under any bankruptcy law seeking to have an order for relief or an order adjudicating it as bankrupt or insolvent made with respect to it; (b) the filing of an involuntary petition or the commencement of any other involuntary application, proceedings or other action against such Person under the Bankruptcy Code or any other bankruptcy law, in which such Person colludes with, or otherwise assists such Person, or causes to be solicited petitioning creditors for any involuntary petition against such Person; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed, or other involuntary application, proceedings or action commenced against it, by any other Person under the Bankruptcy Code or any other bankruptcy law; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, interim receiver, receiver and manager, trustee, conservator, monitor or examiner for such Person or any portion of any Property; or (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due.

“Voluntary Prepayment” shall have the meaning set forth in Section 2.5.1.

Section 1.2 Principles of Construction. Unless the context of this Agreement otherwise requires: (a) words of either gender include the other gender; (b) words using the singular or plural also include the plural or singular, respectively; (c) the terms “hereof,” “herein,” “hereby,” “hereto” and similar words refer to this entire Agreement and not any particular Article, Section, Clause, Exhibit, Appendix or Schedule or any other subdivision of this Agreement; (d) references to “Article,” “Section,” “Clause,” “Exhibit,” “Appendix” or “Schedule” are to the Articles, Sections, Clauses, Exhibits, Appendices and Schedules, respectively, of this Agreement; (e) the words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import; (f) unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined, and (g) references to “this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document, including any Exhibits, Appendices, Attachments and Schedules thereto, as amended, restated, amended and restated, modified or supplemented and in effect from time to time and shall include a reference to any document that amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. A reference to legislation or to a provision of legislation includes a modification, codification, replacement, amendment or re-enactment of it, a legislative provision substituted for

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it and a rule, regulation or statutory instrument issued under it. A reference to writing includes a facsimile or electronic transmission and any means of reproducing words in a tangible and permanently visible form. A reference to conduct includes an omission, statement or undertaking, whether or not in writing. An Event of Default exists until it has been waived in writing in accordance with the provisions of this Agreement. A reference to any time means New York City time. This Agreement may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their respective terms. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP as in effect on the date hereof. A reference to “fiscal year” and “fiscal quarter” means the fiscal periods of the applicable Person referenced therein. Reference in any Loan Document to the Administrative Agent’s or any Lender’s discretion shall mean, unless otherwise expressly stated herein or therein, the Administrative Agent’s or such Lender’s sole discretion, respectively, and the exercise of such discretion shall be final and conclusive subject in all cases to the implied covenant of good faith and fair dealing. In addition, except where a different standard is specified, in any Loan Document whenever the Administrative Agent or any Lender has a decision or right of determination, opinion or request, exercises any right given to it to agree, disagree, accept, consent, grant waivers, take action or no action or to approve or disapprove, or any arrangement or term is to be satisfactory or acceptable to or approved by (or any similar language or terms) the Administrative Agent or such Lender, respectively, the decision of the Administrative Agent or each Lender, respectively, with respect thereto shall be in the sole discretion of the Administrative Agent or each Lender, respectively, and such decision shall be final and conclusive subject in all cases to the implied covenant of good faith and fair dealing. Any requirement of good faith, discretion or judgment by the Administrative Agent or any Lender shall not be construed to require the Administrative Agent or any Lender to request or await receipt of information or documentation not immediately available from or with respect to the Borrowers or the Properties. A reference to a document includes an agreement in writing or a certificate, notice, instrument, document and any of the foregoing stored in electronic format; provided that for purposes of the Granting Clause and the definition of Collateral, “documents” shall have the meaning set forth in the New York UCC. The Loan Documents are the result of negotiations between or among the applicable parties to each Loan Document, have been reviewed by counsel to each applicable party, and are the product of all of the applicable parties to each respective Loan Document. No rule of construction shall apply to disadvantage one party on the ground that such party proposed or was involved in the preparation of any particular provision of the Loan Documents or the Loan Documents themselves.

ARTICLE II—THE CREDIT FACILITY

Section 2.1 The Loan. Subject solely to the satisfaction (or waiver in writing by the Lenders) of the conditions precedent set forth in Section 3.1, on the Closing Date, each of the Lenders shall fund its Committed Portion of the Loan as directed by the Borrowers. The Loan shall be funded in a single advance on the Closing Date with no further borrowings thereafter.

(a) The Loan may be voluntarily prepaid pursuant to Section 2.5.1 hereof, and, subject to the other provisions of this Agreement, any amounts so prepaid shall cease to be outstanding (and the corresponding outstanding principal amount of the Loan will be proportionately reduced). The outstanding Loan Amount shall be due and payable on the Facility Termination Date, without further action on the part of Administrative Agent or any Lender.

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(b) The portion of the Loan held by each Lender shall be evidenced by a Note, which Note shall constitute a “Note” as defined in the Mortgages and the Collateral Agency Agreement and shall be secured by the Collateral.

Section 2.2 Disbursement of Funds. Loan proceeds shall be disbursed in accordance with the wire instructions set forth in the Notice of Borrowing, which shall direct funds to be paid to American Stock Transfer & Trust Company, LLC, as paying agent in connection with the Acquisition, which funds shall be disbursed by such paying agent in accordance with the closing steps and funds flow memorandum in connection with the Acquisition.

Section 2.3 Interest Rate.

2.3.1 Interest Rate. Borrowers shall pay interest in respect of the unpaid principal amount of the Loan from the Closing Date until the Loan shall be repaid in full, at a rate per annum which shall be equal to the applicable Interest Rate in effect from time to time.

2.3.2 Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the Interest Period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year.

2.3.3 Determination of Interest Rate; Inability to Determine Applicable Interest Rate; Applicable Interest Rate Succeeded.

(a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.3.3, if prior to the first day of any calendar month:

(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the applicable Benchmark (including because any screen rate necessary to determine such rate is not available or published on a current basis), for such Interest Period (or for such day); provided that no Benchmark Transition Event shall have occurred at such time with respect to such Benchmark; or

(ii) the Administrative Agent is advised by any Lender(s) that the applicable Benchmark for such Interest Period (or for such day) will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loan(s) for such Interest Period (or for such day);

then the Administrative Agent shall give written notice thereof to the Borrowers and the Lenders, which may be by electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, the interest rate applicable to Loans that would otherwise be funded or maintained based on the applicable Benchmark shall be the Base Rate.

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(b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1), (2), or (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (4) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrowers without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Majority Lenders.

(c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event or a Compounded SOFR Transition Event and, in any such case, its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to (but subject to prior consultation with the Borrower), this Agreement or any other Loan Document; provided that this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice or a Compounded SOFR Notice, as the case may be.

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

(e) The Administrative Agent will promptly notify the Borrowers and the Lenders of (i) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period, provided that any failure by the Administrative Agent to so notify the Borrowers and any Lender shall not affect the Administrative Agent’s right to take or refrain from taking any action permitted under this Section 2.3.3. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.3.3, 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 or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.3.3 or any definition used in this Section 2.3.3.

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(f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(g) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, any Loan that would otherwise be funded or maintained based on the relevant Benchmark shall during such Benchmark Unavailability Period instead be funded or maintained based on the Base Rate.

(h) All payments made by any Credit Party hereunder shall be made free and clear of, and without deduction or withholding for or on account of, Taxes unless such deduction or withholding is required by Law. If any Taxes are required to be withheld from any amounts payable to the Administrative Agent or a Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Taxes, other than those listed below under clauses (i) through (iv) below) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder; provided, however, that no such additional amounts shall be payable in respect of (i) any Taxes imposed on or measured by net income (however denominated), branch profits Taxes and franchise Taxes (imposed in lieu of net income Taxes), in each case, (A) imposed as a result of the Administrative Agent or a Lender being organized under the laws of, or having its principal office or, in the case of a Lender, its applicable lending office located in, the jurisdiction imposing such Tax or any political subdivision thereof or therein, or (B) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender, as applicable, and the jurisdiction of the taxing authority imposing such Tax (other than any such connection arising solely from the Administrative Agent’s or the Lender’s having executed, delivered or performed its obligations or received a payment under, or received or perfected a security interest under, or engaged in any transaction pursuant to, or enforced, this Agreement or any other Loan Document, or sold or assigned an interest in this Agreement or any other Loan Document), (ii) in the case of any Lender, U.S. federal withholding taxes imposed on amounts payable to or for the account of such Lender pursuant to a Law in effect at the time such Lender (x) acquires an interest in an Loan or (y) changes its lending office, except in each case to the extent that additional amounts were payable

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by the Borrower to such Lender’s assignor (if any) or such Lender (immediately before it changed its lending office) with respect to such Taxes pursuant to this paragraph (h), (iii) Taxes attributable to the Administrative Agent’s or any Lender’s failure to comply with Section 2.3.4, or (iv) any U.S. federal withholding Taxes imposed under FATCA.

(i) In the event that any change in any Law or in the interpretation or application thereof, or compliance by a Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority:

(i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of a Lender which is not otherwise included in the determination of the Benchmark hereunder;

(ii) shall hereafter have the effect of reducing the rate of return on such Lender’s capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy) by any amount deemed by such Lender to be material; or

(iii) shall hereafter impose on a Lender any other condition and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder;

then, in any such case, Borrowers shall promptly pay the Administrative Agent or such Lender, in accordance with the immediately succeeding sentence, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender deems to be material as determined by such Lender in its reasonable discretion. If a Lender becomes entitled to claim any additional amounts pursuant to this Section 2.3.3(i), such Lender shall provide Borrowers with not less than thirty (30) days prior written demand for such payment specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount (and calculation thereof) required to fully compensate such Lender for such additional cost or reduced amount; provided that such Lender shall provide the Borrowers with a written certification that such Lender is generally charging other borrowers or account parties for such additional costs incurred or reductions suffered on loans to companies similarly situated to the Borrowers in connection with syndicated credit facilities as reasonably determined by such Lender acting in good faith. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by a Lender to Borrowers shall be conclusive in the absence of manifest error. This provision shall survive payment of the Loan and the satisfaction of all other Obligations. Notwithstanding the foregoing, no Lender shall be entitled to receive additional amounts pursuant to this clause (i) for periods occurring prior to the 180th day before the giving of such notice, and if the change in law giving rise to such increased costs, reductions or amounts is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive affect thereof.

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(j) Borrowers agree to indemnify each Lender and to hold each Lender harmless from any loss or expense which a Lender sustains or incurs as a consequence of (i) any prepayment (whether voluntary or mandatory) of the Loan on a day that (A) is not a Payment Date or (B) is a Payment Date if Borrowers did not give the prior written notice of such prepayment required pursuant to the terms of this Agreement, including, without limitation, such loss or expense arising from interest or fees payable by a Lender to lenders of funds obtained by it in order to maintain the Loan hereunder and (ii) the conversion pursuant to the terms hereof of the Loan to any other rate on a date other than the Payment Date, including, without limitation, such loss or expenses arising from interest or fees payable by a Lender to lenders of funds obtained by it in order to maintain the Loan hereunder (the amounts referred to in clauses (i) and (ii) are herein referred to collectively as the “Breakage Costs”); provided, however, Borrowers shall not indemnify Lenders from any loss or expense arising from Lenders’ willful misconduct, bad faith, gross negligence or material breach of this Agreement or any other Loan Document.

(k) The Collateral Agent shall have no (i) responsibility for, or liability in connection with, the selection or determination of a successor or replacement reference rate and shall be entitled to fully rely upon any designation of such a rate without any obligation to verify, confirm or otherwise review such rate or (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a rate or a failure or delay in the selection or determination of a successor or replacement reference rate.

2.3.4 Status of Lenders.

(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 Borrowers and the Administrative Agent, at the time or times reasonably requested by a Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by a Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by a Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by a Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii)(A), (ii)(B) and (ii)(D) of this Section 2.3.4) 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) Without limiting the generality of the foregoing,

(A) any U.S. Lender shall deliver to the Borrowers and the Administrative Agent on or about the date on which such U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of a Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such U.S. Lender is exempt from U.S. federal backup withholding tax;

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

(1) 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 payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E 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;

(2) executed copies of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or

(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-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 I-4 on behalf of each such direct and indirect partner;

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(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of a Borrower 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, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers 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 Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii) On or prior to the Closing Date, the Administrative Agent shall deliver to the Borrowers executed copies of (i) IRS Form W-9 (if it is a U.S. Person), or (ii) Internal Revenue Service Form W-8IMY (or any applicable successor forms) (if it is not a U.S. Person) properly completed and duly executed to treat the Administrative Agent as a U.S. person (as described in Section 1.1441-1(e)(3)(v) of the United States Treasury Regulations).

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

2.3.5 Tax Benefit. If any Lender or Administrative Agent determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has received a payment of additional amounts pursuant to Section 2.3.3 (any such refund, a “Tax Benefit”), it shall pay to the Borrowers an amount equal to such Tax Benefit (but only to the extent of payments made under Section 2.3.3 with respect to the Taxes giving rise to such Tax Benefit), net of all out-of-pocket expenses (including Taxes) of such Lender or Administrative Agent and without interest (other than any interest paid by the relevant taxing authority with respect to such Tax Benefit). The Borrowers, promptly upon the written request of such Lender or Administrative Agent, shall repay to such Lender or Administrative Agent the amount paid over pursuant to this Section 2.3.5 (plus any penalties, interest or other charges imposed by the relevant taxing authority) in the event that such Lender or Administrative Agent is required to repay such Tax Benefit to such taxing authority. Notwithstanding anything to the contrary in this Section 2.3.5,

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in no event will a Lender or Administrative Agent be required to pay any amount to the Borrowers pursuant to this Section 2.3.5 the payment of which would place such Lender or Administrative Agent in a less favorable net after-Tax position than such Lender or Administrative Agent would have been in if the Tax for which additional amounts were been paid had not been deducted, withheld or otherwise imposed and the payment of additional amounts giving rise to such Tax Benefit had never been paid. This paragraph shall not be construed to require any Lender or Administrative Agent to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrowers or any other Person.

2.3.6 Default Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, subject to applicable cure periods, the outstanding Loan Amount and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest, without duplication, at the Default Rate, calculated from the date such Event of Default occurred.

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

2.3.8 Hedge Agreement.

(a) Within twenty (20) Business Days following the occurrence of a Hedging Trigger Event, Borrowers shall enter into and maintain one or more Hedge Agreements with one or more Acceptable Counterparties with an aggregate notional amount for all such Hedge Agreements equal to the Hedge Notional Amount and, in the case of an interest rate cap, with cap rate equal to the Strike Price; provided that if any Pre-Trigger Hedge Agreements are outstanding upon the occurrence and during the continuation of a Hedging Trigger Event, the required Hedge Notional Amount will be reduced by the aggregate notional amount of all such Pre-Trigger Hedge Agreements for so long as such Pre-Trigger Hedge Agreements are outstanding. Any such Hedge Agreements shall be required to meet the criteria set forth in this Section 2.3.8.

(b) Each Hedge Agreement shall, unless otherwise agreed in writing between the Administrative Agent and the applicable Borrower, (i) be at all times an interest rate cap or swap agreement in a form and substance reasonably acceptable to Administrative Agent, (ii) be with an Acceptable Counterparty, (iii) direct such Acceptable Counterparty to deposit directly into the

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Collection Account any amounts due to Borrowers under such Hedge Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist with respect to a Property if such Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) be for a period at least equal to the term of the Loan and (v) be collaterally assigned to the Administrative Agent.

(c) Each Borrower shall comply with all of its obligations under the terms and provisions of any Hedge Agreements. All amounts paid by each Acceptable Counterparty under each Hedge Agreement to Borrowers, Administrative Agent or Lenders shall be deposited immediately into the Collection Account. Borrowers shall take all actions reasonably requested by Administrative Agent to enforce Lenders’ rights under each Hedge Agreement in the event of a default by the related Acceptable Counterparty and shall not, without the prior written consent of the Administrative Agent, waive, amend or otherwise modify any of their rights thereunder, other than waivers, amendments and modifications that do not pertain to the economic terms of such Hedge Agreement and would not materially impact the rights of the Administrative Agent or the Lenders hereunder. Any amendment or modification to any Hedge Agreement shall require ten (10) Business Days’ prior written notice to the Administrative Agent, and any change in the termination date, events of defaults or termination events in any Hedge Agreement shall be deemed to materially impact the rights of the Administrative Agent and the Lenders hereunder.

(d) In the event the Hedge Agreement counterparty ceases to qualify as an Acceptable Counterparty, and the Hedging Trigger Event is then continuing, Borrowers shall within thirty (30) days either (i) cause such counterparty to assign its obligations under the related Hedge Agreement to a new Acceptable Counterparty or obtain a guarantor (with such form of guarantee meeting S&P’s then current criteria) that meets the definition of Acceptable Counterparty, or (ii) enter into a Replacement Hedge Agreement with an Acceptable Counterparty meeting the requirements of this Section 2.3.8.

(e) In the event that Borrowers fail to purchase and deliver to Administrative Agent any Hedge Agreement or fail to maintain any Hedge Agreement in accordance with the terms and provisions of this Agreement following notice and cure periods set forth in this Agreement, and the Hedging Trigger Event is then continuing, the Administrative Agent may purchase such Hedge Agreement and the cost incurred by the Administrative Agent in purchasing such Hedge Agreement shall be paid by Borrowers to Lenders with interest thereon at the Default Rate from the date such cost was incurred by Administrative Agent until such cost is reimbursed by Borrowers to Administrative Agent. In the event the Administrative Agent purchases a Hedge Agreement pursuant to the immediately preceding sentence, the Administrative Agent shall notify Borrowers of such purchase.

(f) In connection with each Hedge Agreement, Borrowers shall (a) obtain and deliver to Administrative Agent a resolution, incumbency certificate, consent or other evidence of the Acceptable Counterparty’s authorization of the delivery of the Hedge Agreement, in each case in a form reasonably acceptable to Administrative Agent and (b) upon request, reasonably cooperate with the Administrative Agent’s efforts to obtain an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty, upon which Administrative Agent and its successors and assigns may rely in form and substance reasonably acceptable to the Administrative Agent.

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(g) At any time on or after the Closing Date and prior to a Hedging Trigger Event, one or more Borrowers, on behalf of all Borrowers, may enter into one or more Pre-Trigger Hedge Agreements, which in each case, shall be collaterally assigned to the Administrative Agent in accordance with the terms hereof and shall be secured by the Collateral and paid in accordance with the priority of payments set forth in Section 2.11.4. Borrowers shall comply with the covenants and requirements set forth in this Section 2.3.8 with respect to each such Pre-Trigger Hedge Agreement.

Section 2.4 Loan Payment.

2.4.1 Payment of Principal and Interest. Each of the Borrowers, jointly and severally, unconditionally promises to pay to the Lenders all of the Debt due to Lenders under this Agreement as provided herein.

(a) Unless the Loan and all accrued and unpaid interest on the Loan become due and payable earlier in accordance with the terms herein, the Loan and all accrued and unpaid interest, fees, expenses and indemnities accrued under (and to the extent payable under) this Agreement shall be due and payable in full on the Facility Termination Date.

(b) Interest accrued and unpaid hereunder shall be due and payable (i) on each Payment Date, (ii) on the Facility Termination Date and (iii) otherwise as provided herein.

2.4.2 Payments Generally. For purposes of making payments hereunder, but not for purposes of calculating Interest Periods, if the day on which such payment is due is not a Business Day, then amounts due on such date shall be due on the immediately following Business Day. All amounts due under this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever, except as otherwise permitted by Section 10.20.

2.4.3 Payment on Facility Termination Date. Borrowers shall pay to the Lenders on the Facility Termination Date the outstanding principal balance of the Loan, all accrued and unpaid interest through the end of the related Interest Period and all other amounts due hereunder and under the Notes and the other Loan Documents.

2.4.4 Method and Place of Payment. Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Loan shall be made by the Payment Agent to the Lenders, in accordance with the wire instructions provided in Exhibit J, not later than 2:00 P.M., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds at the applicable Lender’s offices or as otherwise directed by a Lender or the Administrative Agent, and any funds received by a Lender after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

2.4.5 Erroneous Payments. In the event that any payments or prepayments made to the parties hereunder are not properly allocated in accordance with Section 2.11.4, or were otherwise made in error, the party that received such payment or prepayment shall be obligated to promptly correct or cause to be corrected any such error.

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Section 2.5 Prepayments. On the same day of any such release or prepayment as set forth in this Section 2.5, the Borrower shall repay the applicable principal portion of the Loan with respect to such released Financed Property, which shall be applied to reduce the outstanding Loan Amount.

2.5.1 Voluntary Prepayments. Borrowers shall have the right to prepay the Loan at any time, in whole or in part, from time to time (each, a “Voluntary Prepayment”), on the following terms and conditions: (i) Borrower gives Administrative Agent written notice of its intent to prepay all or a portion of the Loan (“Prepayment Notice”), (A) at least eight (8) Business Days prior to the intended prepayment date if the amount being prepaid is greater than $200,000,000 or (B) at least five (5) Business Days prior to the intended prepayment date if the amount being prepaid is less than or equal to $200,000,000, in each case such notice to specify the amount of the prepayment and the specific Financed Properties, if any, that Borrowers seek to have released from the Collateral; (ii) Borrowers shall deposit or shall cause to be deposited into the Payment Account, in addition to the outstanding principal amount of the Loan to be prepaid, (A) all accrued and unpaid interest on the amount of the Loan to be paid through and including the date such prepayment occurs; (B) all Breakage Costs, if any, to the extent that Borrowers have written notice thereof from Lenders; (C) all other sums then due and payable under this Agreement, the Notes, and the other Loan Documents; (D) any termination payments due from a Borrower in connection with the reduction of the Hedge Notional Amount or the notional amount under any Pre-Trigger Hedge Agreement, in each case, as a result of such Voluntary Prepayment; and (E) any applicable Exit Fee; (iii) after giving effect to such Voluntary Prepayment, the Hedge Notional Amount shall not exceed the Loan Amount, or if a Hedging Trigger Event has not occurred, the aggregate notional amount under all Pre-Trigger Hedge Agreements shall not exceed the Loan Amount; and (iv) Borrowers may not make more than two (2) Voluntary Prepayments in any calendar month. The amount designated for prepayment and all other sums required under this Section 2.5.1 shall be due and payable on the prepayment date set forth in the Prepayment Notice; provided that Borrowers shall have the right to revoke, without premium or penalty, other than applicable Breakage Costs, the Prepayment Notice by written notice of such revocation delivered to the Administrative Agent and each Lender at least three (3) Business Days prior to the intended prepayment date set forth in the Prepayment Notice. Upon deposit into the Payment Account of the amount of such prepayment, together with any Breakage Costs required in connection therewith, after receipt of the Borrower’s notice referred to above, the Payment Agent shall pay to each Lender its Pro Rata Share of the amount deposited by or on behalf of the Borrowers into the Payment Account for such purpose.

The Exit Fee shall be due and payable at the time of such prepayment (including on the Facility Termination Date), provided, that notwithstanding anything herein or in any other Loan Document to the contrary, no Exit Fee shall be due or payable in connection with (i) the removal of Properties from the Collateral pursuant to a Third Party Purchase Option or (ii) the removal of Lender Approved Release Properties identified in Schedule IV to the Disclosure Letter.

2.5.2 Mandatory Prepayments; Substitution. On the Payment Date immediately following receipt of any Unscheduled Proceeds, the Borrowers shall be required to pay as a mandatory principal prepayment an amount equal to any Unscheduled Proceeds received during the Collection Period preceding such Payment Date (such amounts “Mandatory Prepayments”). Any Mandatory Prepayments shall be applied to the mandatory repayment of principal of the Loan in accordance with Section 2.11.4, together with (i) accrued interest through the immediately following Payment Date on the amount being prepaid, (ii) any applicable Breakage Costs on such prepayment, if any, and (iii) any other sums due in connection with such prepayment.

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2.5.3 Payments After Event of Default. If, following an Event of Default, payment of all or any part of the Debt is tendered by Borrowers or otherwise recovered by or on behalf of Lenders, such tender or recovery shall (a) in accordance with Section 2.3.6, include accrued and unpaid interest at the Default Rate on the outstanding principal amount of the Loan from the date such Event of Default occurred through and including the day such tender or recovery occurs and (b) be deemed a Voluntary Prepayment by Borrowers (without the requirement to comply with any prior notice requirements in respect thereof) and shall in all instances include (i) an amount equal to any applicable Exit Fee, (ii) any applicable Breakage Costs and (iii) any due and unpaid fees under this Agreement, if applicable. On the immediately following Payment Date, the Payment Agent shall apply all amounts so tendered or recovered in accordance with Section 2.11.4.

2.5.4 Collateral Defect. If at any time other than during the Initial Cure Period: (a) either (x) the Advance Rate (calculated taking into account $0 Collateral Value for Ineligible Properties unless otherwise waived by the Administrative Agent in writing or identified as an Eligible Property in Schedule IV to the Disclosure Letter) is greater than the Maximum Advance Rate or (y) the value of the Ineligible Properties (as set forth on Schedule IV to the Disclosure Letter, or if such property has been added after the Closing Date, the Appraised Value of such Property at the time it is added to the Collateral as a New Property in accordance with Section 3.3) exceeds an amount equal to the lesser of (i)(A) $78 million plus (B) the Collateral Value of any Additional Financed Properties added to Collateral as a New Property in accordance with Section 3.3 (measured by the Appraised Value of such Additional Financed Property at the time it is added to Collateral as a New Property in accordance with Section 3.3) and (ii) $100 million (the “Maximum Ineligible Property Value”), without regard to whether the Advance Rate exceeds the Maximum Advance Rate, and (b) (x) any Financed Property no longer qualifies as an Eligible Property or (y) the Borrowers, the Property Manager, or the Administrative Agent determines that any Financed Property that has been represented to be an Eligible Property is an Ineligible Property and, if such ineligibility is based on a breach of a representation and warranty, such ineligibility materially and adversely affects the value of the related Financed Property or Lease or the interests of the related Borrower or the Administrative Agent (each in the case of (x) and (y), a “Collateral Defect”), the related Borrower shall within fifteen (15) days, or three (3) Business Days in the case of a Defaulted Asset, of the earlier of knowledge or notice of such Collateral Defect, at its option: (i) cure the failure of such Financed Property to constitute an Eligible Property, (ii) qualify and deliver to the Administrative Agent additional Eligible Properties as Financed Properties or Additional Financed Properties in accordance with Section 3.3, it being agreed that any Excluded Asset that, in either case, qualifies as an Eligible Property and a Qualified Substitute Property may, at the election of any Borrower, be added as a New Property pursuant to Section 3.3 to satisfy one or more Collateral Defects, and that such electing Borrower, upon substituting a Qualified Substitute Property for an Ineligible Property to satisfy a Collateral Defect, may further elect to designate such substituted Ineligible Property as an Excluded Asset, or (iii) pay the required Pay-off Amount (each of the options set forth in items (i), (ii) and (iii), a “Collateral Defect Cure” and collectively the “Collateral Defect Cures”). To the extent an Additional Financed Property

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no longer qualifies as an Eligible Property, the Borrowers shall either substitute a Qualified Substitute Property for such Additional Financed Property or the Maximum Ineligible Property Value shall be reduced by the Appraised Value (as of the time such Additional Financed Property was at added to Collateral) of such Property.

Notwithstanding the foregoing or any other provision to the contrary in this Agreement or any other Loan Document, if, during any of the Initial Cure Period, the Initial Post-Closing Diligence Period or the Second Post-Closing Diligence Period, any Unencumbered Real Properties that were provided as a result of the Post-Closing Readjustment Event are determined to be Ineligible Properties and either (x) the Advance Rate would not exceed the Maximum Advance Rate after giving effect to such removal or (y) such Ineligible Properties are replaced with additional Unencumbered Real Properties and the Second Post-Closing Diligence Period has commenced with respect to such additional Unencumbered Real Properties, then in the case of clause (x) or (y) above, such Ineligible Properties may be removed from the Collateral securing the Loan without any requirement to pay any Release Price, Exit Fee, or any prepayment or other amount in connection with such removal.

Section 2.6 Early Amortization Period; Ability to Cure Early Amortization Period. While an Early Amortization Period is in effect, but prior to the occurrence of an Event of Default (if applicable), all amounts on deposit in the Payment Account shall be applied in accordance with Section 2.11.4 on the related Payment Date.

Section 2.7 Ticking Fees. The Borrowers shall pay or cause to be paid the Ticking Fees if and to the extent required to be paid under the Facility Fee Letter.

Section 2.8 Release of all Properties Upon Payment in Full. Except as set forth in this Section 2.8 or Section 2.9 hereof, no repayment or prepayment of all or any portion of the Loan shall cause, give rise to a right to require, or otherwise result in, the release of any Lien on any Property.

(a) Solely to the extent that (i) Borrowers have paid or prepaid the entire Loan and all other Obligations (other than any contingent or unmatured Obligation for which no claim has been made) and (ii) the requirements of Section 2.5 herein and this Section 2.8 have been satisfied, upon instruction from the Borrowers to the Administrative Agent, (A) all of the Properties shall be released from the Liens in favor of the Administrative Agent created hereunder and (B) all Liens created by each Borrower in, to and under any and all Collateral in favor of the Administrative Agent pursuant to this Agreement shall automatically be terminated and released. In connection with the foregoing termination or release, the Administrative Agent hereby authorizes each Borrower (and its agents, service providers and counsel) upon the occurrence of such termination and release to file any UCC-3 termination statements to evidence the termination of any initial Uniform Commercial Code financing statements of record identifying the Administrative Agent as secured party and any Borrower as debtor or Borrowers as debtors. In addition, the Administrative Agent shall execute and deliver to each Borrower, at such Borrower’s expense, all documents that such Borrower shall reasonably request to evidence such termination or release, including without limitation, (i) executing any letter evidencing the aforementioned authorization of each Borrower (and its agents, service providers and counsel) to file UCC-3 termination statements, (ii) any release and termination letters or agreements evidencing the termination and

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release of all Liens and (iii) such documents as may be required to terminate any agreement creating “control” (within the meaning of the Uniform Commercial Code as in effect in any jurisdiction) in favor of the Administrative Agent (including without limitation, the Deposit Account Control Agreement) with respect to any deposit account or securities account of any Borrower constituting Collateral.

(b) In connection with the release of the Liens in favor of the Administrative Agent created hereunder, Borrowers shall submit to Administrative Agent, promptly following the delivery of the Prepayment Notice, a release of Lien (and related Loan Documents) for each Property for execution by the Administrative Agent. Such release shall be in a form appropriate in each jurisdiction in which the relevant Borrower is located.

(c) At the request of any Borrower, the release of any Lien under this Credit Agreement or any other Loan Document shall also include execution and delivery by the Administrative Agent of a “Notice of Designation” and/or a “Notice of Assignment” (or any hybrid form thereof), in each case designating a party identified by such Borrower as its assignee and/or as “Noteholder” under the Collateral Agency Agreement with respect to the applicable released Properties.

Section 2.9 Release of Property.

(a) Upon a prepayment effected in accordance with Section 2.5, or the substitution of a New Property for a Financed Property in compliance with Section 3.3 or as otherwise permitted pursuant to the last paragraph of Section 2.5.4, and provided that (1) no Early Amortization Period is in effect and no Event of Default has occurred and is continuing (unless in the case of any event causing an Early Amortization Period, the release of such Property would cure such Early Amortization Period), (2) to the Borrowers’ knowledge, no event has occurred and is continuing which, with the passage of time and/or notice would result in an Event of Default or the initiation of an Early Amortization Period (unless in the case of any of the events causing an Early Amortization Period, the release of such Property would cure such Early Amortization Period) and (3) no Event of Default or Early Amortization Period would occur after giving effect to the release of such Financed Property, Borrowers may obtain the release of a Financed Property from the Lien in favor of the Administrative Agent created hereunder (and related Loan Documents) and the release of the related Property Owner’s Obligations with respect to such Financed Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:

(i) In the case of a prepayment, the Release Price for the applicable Financed Property shall be deposited into the Payment Account to be applied to the payment of principal as Unscheduled Proceeds in accordance with Section 2.11.4 and all other amounts required to be paid in connection with the related Voluntary Prepayment in accordance with Section 2.5.1 shall be deposited into the Payment Account to be applied as required pursuant to Section 2.5.1 and Section 2.11.4. For the avoidance of doubt, notwithstanding the sale of a Terminated Lease Property in accordance with Section 3.15(f) of the Property Management Agreement, no Financed Property shall be released without payment in full of the Release Price with respect to such Financed Property;

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(ii) Following the release of such Financed Property and, if applicable, the payment of the Release Price for such Financed Property, the effective Advance Rate shall not exceed the Maximum Advance Rate.

(b) The applicable Property Owner shall have paid all Secured Parties’ reasonable and documented out-of-pocket costs and expenses for such partial release including reasonable legal fees and disbursements incurred by each Secured Party, if any, to effect the partial release.

(c) In connection with any release pursuant to this Section 2.9, the Administrative Agent hereby authorizes such Borrower (and its agents, service providers and counsel) upon the occurrence of such release to file any UCC-3 amendment or termination statements as necessary to evidence the amendment or termination of any initial Uniform Commercial Code financing statements of record identifying the Administrative Agent as secured party and such Borrower as debtor with respect to the released Property. In addition, the Administrative Agent shall execute and deliver to such Property Owner, at the Property Owner’s expense, all documents that the Property Owner shall reasonably request to evidence or to file or register in any office such release, including financing statement amendments and any “Notice of Designation” and/or a “Notice of Assignment” (or any hybrid form thereof) under the Collateral Agency Agreement. Each of the Lenders irrevocably authorizes the Administrative Agent to provide any such release or evidence of release contemplated by this Section 2.9.

(d) The Administrative Agent shall not release any portion of the Collateral except as expressly set forth in the Property Management Agreement, this Agreement and the other Loan Documents and shall release such portion without in any way impairing or affecting the Lien on the remainder of the Collateral or priority of the rest of the Mortgages, or improving the position of any subordinate holder of the Liens with respect thereto, except to the extent that the Obligations shall have been reduced by the actual monetary consideration, if any, received by the Administrative Agent for such release, and may accept by assignment, pledge or otherwise any other property in place thereof, all in accordance with the terms hereof and of the Property Management Agreement. The Loan Documents shall continue as a Lien on the remaining portion of the Collateral to which each such Loan Document applies.

Section 2.10 Release of Borrowers. In the event a Borrower has paid the required Release Price and obtained the release of all of its then-owned Financed Properties pursuant to Section 2.8 or 2.9, all Liens created by such Borrower in, to and under any and all of its Collateral in favor of the Administrative Agent pursuant to this Agreement shall automatically be terminated and released. In connection with the foregoing termination or release, the Administrative Agent hereby authorizes such Borrower (and its agents, service providers and counsel) upon the occurrence of such termination and release to file any UCC-3 termination statements to evidence the termination of any initial Uniform Commercial Code financing statements of record identifying the Administrative Agent as secured party and such Borrower as debtor. In addition, the Administrative Agent shall, if requested by such Borrower, and at such Borrower’s expense, execute, deliver, file and record any release, document or other instrument and take such action that may be necessary or that such Borrower may request, to evidence the release by the Administrative Agent of such Borrower from the Obligations and such Borrower’s Liens created hereunder, including without limitation, (i) executing any letter evidencing the aforementioned authorization of such Borrower (and its agents, service providers and counsel) to file UCC-3

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termination statements, (ii) any release and termination letters or agreements evidencing the termination and release of all Liens on the Collateral of such Borrower (iii) such documents as may be required to terminate any agreement creating “control” (within the meaning of the Uniform Commercial Code as in effect in any jurisdiction) in favor of the Administrative Agent with respect to any deposit account or securities account of such Borrower constituting Collateral of such Borrower and (iv) any “Notice of Designation” and/or a “Notice of Assignment” (or any hybrid form thereof) under the Collateral Agency Agreement. Each of the Lenders authorizes the Administrative Agent to provide any such release or evidence of release contemplated by this Section 2.10.

Section 2.11 Application of Available Amount; Payment Account.

2.11.1 The Payment Agent shall establish and maintain a segregated trust account (the “Payment Account”) at Citibank, N.A., in its name, as Payment Agent, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Secured Parties and the Borrowers as their interests may appear. The Administrative Agent shall have exclusive control (including, without limitation, “control” within the meaning of Section 9-104 or 9-106 of the UCC as applicable) and sole right to direct payments and withdrawals with respect to the Payment Account. Funds in the Payment Account shall not be commingled with any other moneys and shall be held uninvested. The Payment Agent shall establish and maintain the Payment Account as a non-interest bearing account. On each Payment Transfer Date, the Account Bank shall transfer all amounts held in the Collection Account to the Payment Account. Within two (2) Business Days following the Closing Date, the Borrowers shall deposit or cause to be deposited into the Collection Account all Monthly Lease Payment and Monthly Loan Payments received with respect to the Collateral from and including February 1, 2023 through and including the Closing Date.

2.11.2 The Payment Date Invoice shall be delivered by the Administrative Agent to the Borrowers and the Property Manager five (5) Business Days prior to each Payment Date, which Payment Date Invoice shall be used by the Property Manager in creating the Determination Date Report in accordance with the Property Management Agreement.

2.11.3 Not later than 4:00 p.m. (New York City time), three (3) Business Days prior to each Payment Date (or such later date as the Administrative Agent and the Payment Agent may agree in their reasonable discretion), Borrowers shall deliver the Determination Date Report to the Payment Agent and the Administrative Agent. The Payment Agent shall have no liability for any delay in, or other inability in, making payments due to the Determination Date Report not being delivered in accordance with the above noted time frame.

2.11.4 On each Payment Date, the Available Amount for such Payment Date will be distributed and/or applied by the Payment Agent solely in accordance with the Determination Date Report in the following order of priority:

(a) Initially, to pay the following expenses of the Borrowers related to the Collateral (collectively, “Collateral Pool Expenses”), to the extent not previously withdrawn from the Collection Account by the Property Manager, in the following order of priority:

(i) first, to the Property Manager, the earned and unpaid Property Management Fee;

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(ii) second, pro rata, to the Back-Up Manager, the Back-Up Fee, to the Collateral Agent, the Custodian and the Payment Agent, any earned and unpaid fees due to such parties;

(iii) third, to the Back-Up Manager, the Administrative Agent and the Property Manager, as applicable, an amount equal to all unreimbursed Property Protection Advances and Extraordinary Expenses for such Payment Date and to the extent unpaid from any prior Payment Date (not to exceed the Extraordinary Expense Cap, unless an Event of Default resulting in the acceleration of the Loan has occurred and is then continuing, in which case, (A) such limit will not apply and (B) indemnities due to the Borrowers or any member, manager, officer, employee or agent of any such Borrowers, other than any such party in connection with its role as Property Manager, will be payable only after payments due below); and

(iv) fourth, to the parties entitled thereto, the amount of any Borrower Expenses (not to exceed the Borrower Expense Cap, unless an Event of Default resulting in the acceleration of the Loan has occurred and is then continuing, in which case, such limit will not apply);

(b) And then:

(i) first, to pay pro rata (1) ratably to the Collateral Agent and the Payment Agent any costs, expenses or indemnities then due and payable to such party subject to the Annual Expense Cap, unless an Event of Default resulting in the acceleration of the Loan has occurred and is then continuing in which case such limit will not apply, and (2) to the Custodian any costs, expenses or indemnities then due and payable to such party subject to the Annual Expense Cap, and (3) to the Administrative Agent any costs, expenses or indemnities then due and payable to the Administrative Agent;

(ii) second, ratably to each Lender, any fees, costs, expenses or indemnities then due or payable under this Agreement or any other Loan Document (including, without limitation, the Exit Fee);

(iii) third, pro rata to (A) the Acceptable Counterparty, the amount of accrued and unpaid Hedge Payment Amounts (excluding any termination payments) due on such Payment Date and (B) ratably to each Lender, such Lender’s Pro Rata Share of the Interest Payment Amount for such Payment Date (and any unpaid amounts from any prior Payment Date);

(iv) fourth, pro rata (based on amounts due) to (A) the Acceptable Counterparty, any accrued and unpaid Hedge Payment Amount that constitutes a termination payment payable to such Acceptable Counterparty due on such Payment Date and (B) ratably (based on amounts due) to each Lender, such Lender’s Pro Rata Share of any Mandatory Prepayments due on such Payment Date, to the extent not paid prior to such Payment Date, until the Loan Amount has been reduced to zero;

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(v) fifth, if an Event of Default has occurred and is continuing or an Early Amortization Period has commenced and is continuing, to each Lender such Lender’s Pro Rata Share of all remaining amounts until the Loan Amount has been reduced to zero;

(vi) sixth, pro rata to the Back-Up Manager, the Administrative Agent and the Property Manager, as applicable, an amount equal to all unreimbursed Property Protection Advances and Extraordinary Expenses then due that are in excess of the related caps in clause (a)(iii) above and to the Collateral Agent, the Custodian and the Payment Agent any unpaid fees, expenses, indemnification and other amounts then due that are in excess of the related caps in clause (b)(i) above;

(vii) seventh, to the parties entitled thereto, the amount of any Borrower Expenses then due that are in excess of the cap in clause (a)(iv) above; and

(viii) eighth, to the Borrowers (or their designee) all remaining amounts, to use or apply pursuant to the terms of this Agreement.

Notwithstanding anything set forth in any Loan Document, no Available Amounts shall be applied to pay costs, fees or expenses related to any Excluded Asset or Ineligible Property prior to distribution pursuant to clause eighth above.

Section 2.12 Advance Rate Adjustment.

(a) Notwithstanding the terms of Section 3.3 or any other provision of this Agreement or any other Loan Document to the contrary, if on the Closing Date, the Advance Rate exceeds (or would exceed) the Maximum Advance Rate (the “Post-Closing Readjustment Event”), (i) the Company shall be required to provide as additional Collateral one or more Unencumbered Real Properties that the Company reasonably believes would constitute an Eligible Property or Eligible Properties upon completion of the diligence described below, to reduce the Advance Rate to no greater than the Maximum Advance Rate or (ii) the Borrowers shall be required to repay the Loan in an amount that reduces the Advance Rate to no greater than the Maximum Advance Rate (such amount an “Advance Rate Reduction Payment”), in the case of clauses (i) and (ii) above, within fifteen (15) days following the Closing Date (provided that only a Notice of Assignment and Notice of Designation, a Property Addition Notice and a Custodian certification shall be required to designate Unencumbered Real Properties during the Initial Cure Period for purposes of Section 2.12(a)); provided that the Loan Parties may extend such fifteen (15) day period by posting Additional Credit Support pursuant to Section 2.12(c) (such fifteen (15) day period, as extended pursuant to the immediately preceding proviso, the “Initial Cure Period”). If the Company provides additional Unencumbered Real Properties (together with a Notice of Assignment and Notice of Designation and a Property Addition Notice in accordance with Section 3.3) pursuant to clause (i) above, the Administrative Agent or its counsel shall conduct the asset level diligence set forth on Schedule III hereto for such additional Unencumbered Real Properties within 120 days following the Closing Date (the “Initial Post-Closing Diligence Period”); provided that if, during the Initial Post-Closing Diligence Period, as a result of the diligence process described above, the Borrowers, the Property Manager, or the Administrative Agent determines that any of such additional properties are not Eligible Properties, on or prior to the end of the Initial Post-Closing Diligence Period (or, if such property is determined not to be an Eligible Property within 10 days

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prior to the last day of the Initial Cure Period, then on or prior to the date that is 15 days after the Initial Post-Closing Diligence Period), the Company shall be required to (x) provide as additional Collateral one or more additional Unencumbered Real Properties that the Company reasonably believes would constitute Eligible Properties upon completion of the diligence described below, to reduce the Advance Rate to no greater than the Maximum Advance Rate or (y) repay the Loan in an amount that reduces the Advance Rate to no greater than the Maximum Advance Rate. In such case, the Administrative Agent or its counsel shall conduct the asset level diligence set forth on Schedule III hereto for such additional Unencumbered Real Properties within 120 days following the end of the Initial Post-Closing Diligence Period (the “Second Post-Closing Diligence Period”).

(b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document to the contrary, no Early Amortization Period or Event of Default shall occur or exist during the Initial Cure Period, the Initial Post-Closing Diligence Period or the Second Post-Closing Diligence Period as a result of the Post-Closing Readjustment Event or the process described in this Section 2.12 (such process, the “Advance Rate Adjustment Process”), provided the Borrowers comply in all material respects with such provisions.

(c) If the Company elects, in its sole discretion, to extend the Initial Cure Period as described in Section 2.12(a), it shall deliver or cause to be delivered to the Administrative Agent, in addition to the Collateral and the Limited Guaranty described herein, cash and/or U.S. treasury securities in an amount equal to 100% of the aggregate Advance Rate Reduction Payment if such amount was required to be paid on the Closing Date to be held in a blocked account under the Administrative Agent’s control (the “Additional Credit Support”), which Additional Credit Support shall be terminated and released on the date that the Advance Rate is reduced to no greater than Maximum Advance Rate through the procedures described in Section 2.12(a) and, if applicable, be returned to the applicable Loan Party.

(d) Any Excluded Asset (including any Scheduled Property) that satisfies the requirements of Section 3.3 (provided that only a Notice of Assignment and Notice of Designation, a Property Addition Notice and a Custodian certification shall be required to designate Unencumbered Real Properties during the Initial Cure Period for purposes of Section 2.12(a)) and is an Eligible Property (or, with respect to Unencumbered Real Properties designated during the Initial Cure Period, the Company reasonably believes it would constitute an Eligible Property or Eligible Properties upon completion of the diligence described in Section 2.12(a)) may serve as additional Collateral hereunder, including, at the election of any Borrower, to address the Post-Closing Readjustment Event, if any, to satisfy or cure any Collateral Defect, or as otherwise permitted under this Agreement or the other Loan Documents.

Section 2.13 Extension of Scheduled Termination Date. The Borrowers shall have the option, on two subsequent occasions, to extend the Scheduled Termination Date then in effect for an additional six (6) months (each, an “Extension Option”), by providing not less than fifteen (15) Business Days’ notice prior to the then effective Scheduled Termination Date to the Administrative Agent; provided that, on the Scheduled Termination Date immediately prior to the applicable Extension Option (the “Extension Effective Date”), (i) the outstanding Loan Amount is less than 30% of the Loan Amount on the Closing Date; (ii) no Early Amortization Period is in effect and no Event of Default has occurred and is continuing; and (iii) the Borrowers pay (or cause

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to be paid) the applicable Extension Fee to each Lender, which shall be earned, due and payable on, but subject to the effectiveness of such Extension Option, on the applicable Extension Effective Date. The Borrowers may exercise the first Extension Option to extend the Scheduled Termination Date until August 4, 2025 and the second Extension Option to extend the Scheduled Termination Date until February 3, 2026.

ARTICLE III—CONDITIONS PRECEDENT

Section 3.1 Conditions Precedent to Closing. On or prior to the Closing Date, each of the conditions precedent set forth below shall have been satisfied (or waived in writing by the Lenders):

(a) Fees and Costs. The Parent, the Company or Borrowers shall have paid (or shall have caused to be paid contemporaneously with the funding of the Facility, which may be by offsetting against the proceeds of the Loan) (i) the Upfront Fee in accordance with the Citi Fee Letter and (ii) any other fees and reasonable and documented out-of-pocket expenses due to Administrative Agent or Lenders required to be paid pursuant to the terms of the Commitment Letter or the Loan Documents, in each case to the extent invoiced at least three (3) Business Days prior to the Closing Date or otherwise approved by the Borrowers in a funds flow or settlement statement for the Facility.

(b) Loan Documents.

(i) Each Borrower shall have (x) duly executed and delivered, or caused to be duly executed and delivered, (i) to the Administrative Agent, an executed counterpart signature page to each of this Agreement (including an executed counterpart signature page of the Payment Agent) and the Custody Agreement (including an executed counterpart signature page of the Custodian) and (ii) to the Administrative Agent, for each Lender, a pdf copy of an executed counterpart signature page to a Note in the amount of such Lender’s applicable amount in substantially the form of Exhibit G attached hereto (with the original of each such Note to be delivered to or at the direction of the Lenders promptly following the Closing Date);

(ii) the Company shall have duly executed and delivered, or caused to be duly executed and delivered, to the Administrative Agent an executed counterpart signature page to the Notice of Assignment and Notice of Designation;

(iii) each of STORE Capital and the Borrowers shall have duly executed and delivered, or caused to be duly executed and delivered, to the Administrative Agent an executed counterpart signature page to the Consolidation Agreement;

(iv) the Borrowers, the Property Manager, the Limited Guarantor and the Back-Up Manager shall have duly executed and delivered, or caused to be duly executed and delivered, to the Administrative Agent an executed counterpart signature page to the Property Management Agreement;

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(v) the Limited Guarantor shall have duly executed and delivered, or caused to be duly executed and delivered, to the Administrative Agent an executed counterpart signature page to the Limited Guaranty;

(vi) the Borrowers and Collateral Agent shall have duly executed and delivered, or caused to be duly executed and delivered, to the Administrative Agent an executed counterpart signature page to the Collateral Agency Agreement;

(vii) the Borrowers shall have duly executed and delivered, to the Administrative Agent, an executed signature page to the Disclosure Letter, which shall include the final agreed upon Financed Property Schedule;

(viii) the Borrowers shall have duly executed and delivered, or caused to be duly executed and delivered, to the Administrative Agent an executed counterpart signature page to the Collection Account Deposit Account Control Agreement;

(ix) the Borrowers shall have duly executed and delivered, or caused to be duly executed and delivered, to the Administrative Agent an executed counterpart signature page to the Release Account Deposit Account Control Agreement;

(x) the Company or the Borrowers shall have duly executed and delivered, or caused to be duly executed and delivered, to the Administrative Agent an executed counterpart signature page to the Purchase and Sale Agreements;

(xi) the Company shall have duly executed and delivered, or caused to be duly executed and delivered, to the Administrative Agent an executed counterpart signature page to the Exit Fee Side Letter; and

(xii) Each Borrower shall have duly delivered, or caused to be duly delivered, to the Administrative Agent a recycled special purpose entity certification verifying compliance with the special purpose entity covenants set forth herein.

(c) Security Interest. The Administrative Agent shall have received (i) evidence that all UCC Financing Statements required to be filed in order to perfect the Administrative Agent’s Lien in the Collateral (to the extent that a Lien can be perfected by the filing of a UCC Financing Statement), shall have been properly prepared for filing in the office and in the jurisdictions set forth the applicable debtor’s name on Schedule 3.1(c); and (ii) execution and delivery of the Notice of Assignment and Notice of Designation designating Administrative Agent as assignee and as “Noteholder” under the Collateral Agency Agreement with respect to the Financed Properties.

(d) Acquisition. The Acquisition shall be consummated immediately prior to, or substantially concurrently with the funding of the Loan in all material respects in accordance with the Acquisition Agreement, without giving effect to any amendments, waivers, modifications or consents thereunder that are materially adverse to the interests of the Arrangers in their capacities as Lenders or the Administrative Agent unless approved in writing by the Arrangers or the Administrative Agent, as applicable (such approval not to be unreasonably withheld, delayed or conditioned); provided that (a) any amendment, waiver or other modification resulting in (i) any increase in the purchase price shall be deemed to be not materially adverse to the Lenders and the

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Administrative Agent so long as such increase is not funded with additional Indebtedness (other than amounts from other facilities available to STORE Capital and in existence prior to the Closing Date that are assumed by the Company on the Closing Date), or (ii) any decrease in the purchase price shall not be materially adverse to Lenders and the Administrative Agent so long as (x) such decrease is less than 10% of the purchase price in respect of the Acquisition or (y) 100% of such decrease in excess of 10% of the purchase price is applied to reduce the amount of the Facility and the equity commitments in respect of the Transactions on a pro rata basis, and (c) any amendment, waiver or other modification of (i) the definition of “Company Material Adverse Effect” as set forth in the Acquisition Agreement, (ii) the definition of “End Date” as set forth in the Acquisition Agreement, (iii) the proviso in Section 2.3(a) of the Acquisition Agreement or (iv) the last sentence of Section 8.1 of the Acquisition Agreement shall be deemed to be materially adverse to the interests of the Lenders and the Administrative Agent. The Arrangers (in their capacities as Lenders) and the Administrative Agent shall be deemed to have consented to any amendments, waivers, modifications or consents under the Acquisition Agreement if it shall have not affirmatively objected to any such amendment, waiver, modification or consent within five business days of receipt of written notice of such amendment, waiver, modification or consent.

(e) Representations and Warranties. The Specified Acquisition Agreement Representations are true and correct (to the extent required by the Limited Conditionality Provision) and the Specified Representations are true and correct in all material respects (or if qualified by materiality or material adverse effect or similar language, in all respects) as of the Closing Date (unless such Specified Representations relate to an earlier date, in which case, such Specified Representations shall have been true and correct in all material respects as of such earlier date) to the extent required by, and subject to the terms of the Limited Conditionality Provision; provided that if any of the Specified Acquisition Agreement Representations or Specified Representations made on the Closing Date are qualified or subject to “material adverse effect” (or similar term or materiality standard), the definition of Company Material Adverse Effect shall apply for the purposes of any such representations and warranties made, or to be made, on or as of the Closing Date.

(f) No Company Material Adverse Effect. Since September 15, 2022, there shall not have occurred any Company Material Adverse Effect.

(g) Financial Statements. The Administrative Agent shall have received, with respect to STORE Capital and its subsidiaries, to the extent publicly filed by STORE Capital, (i) audited consolidated balance sheets and related consolidated statements of income, shareholder’s equity and cash flows for the fiscal years 2020 and 2021 and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter (other than the fourth fiscal quarter of STORE Capital’s fiscal year) ended after December 31, 2021 and at least 45 days prior to the Closing Date. The Administrative Agent and the Lenders hereby acknowledge and agree that (x) the public filing by STORE Capital with the Securities and Exchange Commission of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clause (a) above and (y) it has received the audited financial statements referred to in clause (a) above for the 2020 and 2021 fiscal years and the unaudited financial statements referred to in clause (a) above for the fiscal quarters ended on and prior to September 30, 2022.

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(h) Solvency Certificate. The Administrative Agent shall have received certificates from the chief financial officer, chief accounting officer, or other officer with equivalent duties of the Company with respect to solvency (on a consolidated basis) of the (i) Company and its subsidiaries and (ii) the Borrowers, each as of the Closing Date after giving effect to the Transactions in substantially the form attached hereto as Exhibit H.

(i) Opinions of Counsel to the Credit Parties and the Property Manager. The Administrative Agent shall have received executed copies of the written opinions of DLA Piper LLP (US), counsel for the Credit Parties and the Property Manager as to corporate, enforceability, ‘40 Act, Volcker, perfection, non-consolidation and other customary matters (and each of the Borrowers hereby instructs such counsel to deliver such opinions to the Administrative Agent and each of the Lenders).

(j) Secretary’s Certificates. The Administrative Agent shall have received a certificate of the secretary or assistant secretary of (i) each of the Borrowers certifying as to the incumbency and genuineness of the signature of each Responsible Officer of such Borrower executing this Agreement and certifying that attached thereto is a true, correct and complete copy of (a) the organizational documents, if any, of such Borrower and all amendments thereto, to the extent applicable certified as of a recent date by the appropriate Governmental Authority in such Borrower’s jurisdiction of organization and as in effect on the date of such certification, (b) resolutions duly adopted by the Borrower authorizing, as applicable, the transactions contemplated hereunder and the execution and delivery of, and performance of its obligations under, this Agreement and the other Loan Documents to which it is a party, and (c) certificates as of a recent date of the good standing or active status, as applicable, of such Borrower under the Laws of its jurisdiction of organization; (ii) the Limited Guarantor certifying as to the incumbency and genuineness of the signature of each officer of the Limited Guarantor executing the Limited Guarantee, certifying that attached thereto is a true, correct and complete copy of (a) the certificate of formation or comparable governing documents, if any, of the Limited Guarantor and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in the Limited Guarantor’s jurisdiction of organization, (b) the governing documents of the Limited Guarantor as in effect on the date of such certifications, (c) resolutions duly adopted by the board of directors or comparable governing body of the Limited Guarantor authorizing, as applicable, the transactions contemplated hereunder and the execution and delivery of, and performance of its obligations under, the Limited Guaranty, and (d) certificates as of a recent date of the good standing or active status, as applicable, of the Limited Guarantor under the laws of its jurisdiction of organization, and (iii) the Property Manager certifying as to the incumbency and genuineness of the signature of each officer of the Property Manager executing the Property Management Agreement, certifying that attached thereto is a true, correct and complete copy of (a) the certificate of formation or comparable governing documents, if any, of the Property Manager and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in the Property Manager’s jurisdiction of organization, (b) the governing documents of the Property Manager as in effect on the date of such certifications, (c) resolutions duly adopted by the board of directors or comparable governing body of the Property Manager authorizing, as applicable, the transactions contemplated hereunder and the execution and delivery of, and performance of its obligations under, the Property Management Agreement, and (d) certificates as of a recent date of the good standing or active status, as applicable, of the Property Manager under the laws of its jurisdiction of organization.

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(k) Know Your Customer. The Administrative Agent shall have received, at least five (5) business days prior to the Closing Date, a Beneficial Ownership Certification under 31 C.F.R. 1010.230 and all documentation and other information required by regulatory authorities under applicable “know your customer”, anti-money-laundering, beneficial ownership and other similar rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested at least ten (10) business days prior to the Closing Date.

Notwithstanding anything to the contrary in any Loan Document, to the extent that any guarantee, insurance certificate or endorsement, tenant SNDA, lien search, any Collateral or any security interest therein, including the perfection of any security interest (other than security interests that may be perfected by (x) the filing of a UCC financing statement or (y) the execution and delivery of the Notice of Assignment and Notice of Designation) is not or cannot be entered into, obtained, delivered or perfected on the Closing Date after the use of commercially reasonable efforts by the Loan Parties, then the entry into, obtainment, delivery and perfection thereof shall not constitute a condition precedent to the availability or funding in full of the Loan on the Closing Date, but instead shall be required to be entered into, obtained, delivered or perfected, as applicable, within the Initial Cure Period (or such later date as may be agreed by the Administrative Agent in its sole discretion).

Section 3.2 Notice of Borrowing. Borrowers shall give to Administrative Agent and each Lender prior to 10:00 A.M. (New York City time), at least two (2) Business Days’ prior notice by e-mail or facsimile of the Loan that Borrowers request to be made hereunder (such notice, a “Notice of Borrowing”).

(a) The Notice of Borrowing:

(i) shall be executed by a Responsible Officer of a Borrower, and

(ii) shall be in the form annexed hereto as Exhibit A.

Section 3.3 Conditions Precedent to including a Property as Collateral. In connection with the addition or substitution of one or more additional Eligible Properties (including any Additional Financed Properties) (each, a “New Property”) to be added to the Collateral after the Closing Date (including, with respect to Unencumbered Real Property added in accordance with Section 2.12(a), during the Initial Post-Closing Diligence Period or the Second Post-Closing Diligence Period), as applicable, the Borrowers shall (i) deliver to the Administrative Agent a Property Addition Notice identifying the New Property to be added to the Collateral and certifying to the matters required therein and (ii) satisfy the following conditions precedent:

3.3.1 Due Diligence. Administrative Agent shall have (a) obtained an Appraisal of such New Property and (b) conducted a due diligence analysis concerning the New Property, confirming that such New Property is an Eligible Property and satisfied the other conditions precedent in this Section 3.3. Except as set forth in Section 2.12 with respect to a Post-Closing Readjustment Event, no less than two (2) weeks prior to any proposed addition of a New Property as Collateral, the related Borrower shall, or shall cause the property owner of the New Property to, deliver notice of the intended acquisition date to the Administrative Agent, together with all documents, instruments, information and materials set forth on Schedule III hereto (collectively,

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the “Real Estate Diligence”) or as otherwise reasonably requested by Administrative Agent in connection with such analysis. Administrative Agent will act in a reasonably timely manner in performing such due diligence analysis. Administrative Agent may waive or decrease the notice requirement or any Real Estate Diligence in its sole discretion, which waiver may be provided by e-mail or in any other writing delivered to the related Borrower. Administrative Agent hereby confirms, with respect to the Scheduled Properties, that Lenders have completed their diligence with respect to the Appraisal and Environmental Reports with respect to each such Property, subject to any updates required at the time such Property is added as an Additional Financed Property based on the time periods set forth in Schedule III.

3.3.2 Joinder. If the Property is not owned by a Borrower, the property owner has executed and delivered a Joinder to become a Borrower under this Agreement, an amendment to the Deposit Account Control Agreement to become a party thereto, and each other Loan Document required to be executed and delivered by it under this Agreement (including a Mortgage and joinder to the Notes)) and all conditions to the effectiveness of such Joinder have, in the reasonable opinion of the Administrative Agent, been satisfied.

3.3.3 Lease File. The Borrower shall have delivered to Custodian a Lease File and Mortgage Loan File, as applicable, for the New Property, to the extent required pursuant to Section 3.2 of the Custody Agreement and the Custodian shall have delivered the related certification.

3.3.4 Lien Search Reports. Lenders shall have received reasonably satisfactory (e.g., showing no Liens other than Permitted Encumbrances) UCC searches, together with (if the New Property is not owned by an existing Borrower) tax lien, judgment, bankruptcy, and litigation searches conducted in the appropriate jurisdictions and as reasonably requested in writing by Administrative Agent, performed by a search firm or firms reasonably acceptable to Administrative Agent with respect to the New Property and the applicable Property Owner (if the New Property is not owned by an existing Borrower), in each case, with results dated within 30 days of the date that any applicable New Property is added to the Collateral (or such other date as may be reasonably acceptable to the Administrative Agent).

3.3.5 Delivery of Organizational Documents. In the case that (i) New Property is being added to the Collateral pursuant to a Joinder, the new Borrower shall deliver or cause to be delivered to Administrative Agent copies certified by such Borrower of its organizational documents, including certificates as to qualification to do business and good standing in its state of its organization, formation or incorporation and the States where the applicable Financed Properties are located and (ii) New Property is being added to the Collateral not pursuant to a Joinder (i.e. to an existing Borrower), such Borrower shall deliver or cause to be delivered to Administrative Agent certificates as to qualification to do business and good standing in the State(s) where the applicable Financed Properties are located to the extent existing Financed Properties are not already located in such State(s).

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3.3.6 Opinions of Borrower’s Counsel. Administrative Agent shall have received legal opinions, from counsel to the Borrower licensed in the jurisdictions in which such Borrower was formed, dated the date of the addition of the New Property to the Collateral, in form and substance satisfactory to Administrative Agent and its counsel, that state, among other things, (a) in the case that New Property are being added to the Collateral by a new Borrower (pursuant to a Joinder), that: (i) the documents referred to in this Section 3.3 to be executed by the Borrower have been duly authorized, executed and delivered by the Borrower and are valid and enforceable in accordance with their terms, subject to bankruptcy and equitable principles; (ii) the Borrower is in good standing under the Laws of the jurisdiction in the jurisdiction where organized; (iii) to the knowledge of such counsel, the transactions contemplated by this Agreement and the other Loan Documents shall not cause a breach of, or a default under, any material agreement, document or instrument to which the Borrower is a party or to which it or the New Property is bound or affected; and (iv) such other matters as are reasonably requested by Administrative Agent.

3.3.7 Eligible Properties and Maximum Property Concentrations. At the time of the addition of such New Property to the Collateral, such New Property is an Eligible Property and does not breach the Maximum Property Concentrations; provided that if a Maximum Property Concentration was already exceeded, the addition of such New Property will be permitted if such excess is reduced thereby. In connection with any Voluntary Prepayment or Mandatory Prepayment (including those effected in connection with any asset backed securitization, related capital markets transaction or other similar transaction) that would result in the release of a Borrower pursuant to Section 2.10 hereunder and that has or would have, solely by reason of such Voluntary Prepayment or Mandatory Prepayment, the effect of causing a Maximum Property Concentration to be exceeded, the Administrative Agent will reasonably consider any amendment proposed by any Borrower to the Maximum Property Concentrations set forth in paragraph (B) of the definition thereof (which, if reasonably approved by the Administrative Agent in its sole discretion (an “Approved Maximum Property Concentration Modification”), such Approved Maximum Property Concentration Modification shall be implemented automatically without any further formality or documentation).

3.3.8 Notice of Assignment and Notice of Designation. Administrative Agent shall have received a Notice of Assignment and Notice of Designation (or any hybrid form thereof) with respect to such New Property.

3.3.9 Recording and Other Fees. Administrative Agent shall have received evidence of payment by Borrowers of all applicable title insurance premiums, recording charges, filing fees, costs of environmental reports, appraisals, Taxes, or other reasonable and documented third party out-of-pocket expenses, if any, including, but not limited to, any intangibles Taxes, documentary stamp Taxes, mortgage Taxes and the reasonable and documented fees and costs of Administrative Agent’s counsel, in connection with the execution of the Notes, the recording of the Mortgage and the Lien necessary to grant the Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties) a perfected first priority Lien on and security interest in the New Property.

3.3.10 Attornment. Borrowers shall use their commercially reasonable efforts to deliver to the Custodian, upon request by Administrative Agent, an agreement to attorn to Administrative Agent satisfactory to Administrative Agent from designated commercial tenants leasing space at the Properties under Leases that does not expressly provide for such attornment by its terms.

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3.3.11 Lot. Administrative Agent shall have received evidence that the New Property constitutes one (1) or more separate lots, which evidence shall be reasonably satisfactory in form and substance to Administrative Agent.

3.3.12 Property Condition Report. Administrative Agent shall have received a property condition report with respect to the New Property dated no earlier than twelve (12) months prior to the date such New Property is added to the Collateral (or within the periods specified in Section 2.12 with respect to a New Property added in connection with a Post-Closing Readjustment Event), which certification shall be in form and substance satisfactory to Administrative Agent.

3.3.13 Qualified Substitute Property. The New Property shall constitute and satisfy the requirements for a Qualified Substitute Property as set forth in the Property Management Agreement.

Upon the satisfaction of the applicable conditions set forth in this Section 3.3, the Loan shall be secured by a Mortgage on the New Property, the property owner of the New Property shall be a “Property Owner” and a “Borrower” under this Agreement, and the New Property shall be deemed a “Property” and a “Financed Property” for all purposes under this Agreement.

ARTICLE IV—REPRESENTATIONS AND WARRANTIES

Section 4.1 Borrower Representations. In order to induce Lenders and the Administrative Agent to enter into this Agreement and the other Loan Documents, and to induce Lenders to make the Loan, each Borrower makes the following representations and warranties, solely with respect to itself and the Collateral owned by such Borrower, as of the Closing Date (other than any representation or warranty in any Loan Document as to no Default or Event of Default existing, and other than the last sentence of Section 4.1.32) and the date each New Property is added to the Collateral, which shall survive the execution of this Agreement, the Notes and the other Loan Documents and the making of the Loan.

4.1.1 Organizational and Legal Status, Power and Qualification. Such Borrower is, as applicable, a limited liability company or corporation duly organized, formed or incorporated and validly existing under the laws of the state of its organization, formation or incorporation and has full power, authority and legal right to execute and deliver this Agreement, as applicable, and the other Loan Documents to which it is a party and to perform its obligations hereunder and thereunder. Such Borrower has requisite power and authority to own the applicable Financed Properties owned by it and to transact the businesses in which it is now engaged. Such Borrower is duly qualified to do business and is in good standing (to the extent such concept exists) in its state of its organization, formation or incorporation and the jurisdictions where the applicable Financed Properties are located, in each case except where the failure to be so qualified or in good standing (to the extent such concept exists) would not reasonably be expected to result in a Material Adverse Change. Each Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties, including the applicable Financed Properties owned by it and to transact the businesses in which it is now engaged, in each case except as would not reasonably be expected to result in a Material Adverse Change. The sole business of each Borrower is as set forth in the applicable limited liability company agreement.

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4.1.2 Authorization; Execution; No Conflicts; No Consent. The execution and delivery by such Borrower of this Agreement, and the other Loan Documents to which it is a party and the performance by such Borrower of its obligations hereunder and thereunder has been duly and validly authorized and directed and will not violate such Borrower’s organizational documents, nor will such execution, delivery or performance require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action by, any arbitrator, court or other Governmental Authority or conflict with, or result in a breach or violation of, any provision of any Law governing such Borrower or any order, writ, judgment or decree of any arbitrator, court or other Governmental Authority applicable to such Borrower, any of its Properties, any material indenture, mortgage, deed of trust, partnership agreement or other material agreement or instrument to which such Borrower is a party or by which such Borrower is a party or by which such Borrower or all or any portion of the Collateral owned by such Borrower is bound, which breach or violation would materially adversely affect either the ability of such Borrower to perform its obligations under this Agreement and the other Loan Documents to which it is a party.

4.1.3 Delivery and Enforceability. This Agreement, as applicable, and the other Loan Documents to which such Borrower is a party have been duly executed and delivered by such Borrower, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of such Borrower, enforceable against such Borrower in accordance with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

4.1.4 Solvency. As of the Closing Date (after giving effect to the Acquisition), the Loan Parties on a consolidated basis (consistent with the Solvency Certificate) are Solvent.

4.1.5 [Reserved].

4.1.6 Margin Stock. None of the transactions contemplated herein (including the use of the proceeds from the Loan and the pledge of the Collateral) violates Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including Regulations T, U and X of the Federal Reserve Board, 12 C.F.R., Chapter II. No Credit Party owns or intends to carry or purchase, and no proceeds from the pledge of the Collateral will be used to carry or purchase, any “Margin Stock” within the meaning of Regulation U or to extend “Purchase Credit” within the meaning of Regulation U.

4.1.7 Governmental Regulation. Such Borrower is not subject to regulation under the Investment Company Act or under any other U.S. federal or state statute or regulation which may limit its ability to incur debt under this Agreement or which may otherwise render all or any portion of the Obligations or the Loan Documents unenforceable. Such Borrower is not a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act. Such Borrower does not rely solely on the exemption from the definition of “investment company” in Sections 3(c)(1) or 3(c)(7) of the Investment Company Act (although such exemptions may be available).

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4.1.8 Ownership. As of the Closing Date, after giving effect to the Acquisition, the information included in the Beneficial Ownership Certification is true and correct in all respects.

4.1.9 OFAC/Anti-Money Laundering (“AML”)/ Anti-Corruption Laws.

(a) Each Borrower is in compliance, in all material respects, with all applicable Sanctions, Money Laundering Laws and Anti-Corruption Laws. No Borrower is (i) a Sanctioned Person, (ii) has any of its assets in a Sanctioned Country or (iii) derives any of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Countries.

(b) The Borrowers will not use the proceeds of the Loan for business activities (i) with or for the benefit of any Sanctioned Person, or (ii) with or involving any Sanctioned Country, each of (i) and (ii) to the extent in violation of applicable Sanctions, or (iii) in violation of applicable Anti-Corruption Laws.

4.1.10 First Priority Lien.

(a) The Administrative Agent, (x) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Laws (which filings or recordings shall be made to the extent required by any Loan Document), shall have valid, first priority perfected security interests in such Collateral with respect to which a security interest may be perfected by such filings or recordings and (y) upon the taking of possession or control by the Administrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent required by any Loan Document shall have valid, first priority perfected security interests in such Collateral, in each case subject to no Liens other than Permitted Encumbrances.

(b) [Reserved].

(c) Notwithstanding anything in this Agreement (including this Section 4.1.10) or in any other Loan Document to the contrary, neither any Borrower nor any other Loan Party makes any representation or warranty on the Closing Date and until the end of the Initial Cure Period, as to the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest, in each case to the extent such pledge, creation, perfection, establishment of priority, or enforceability of the same, is not required on the Closing Date pursuant to the Limited Conditionality Provision and the last paragraph of Section 3.1.

4.1.11 [Reserved].

4.1.12 ERISA. None of the assets of any Borrower constitute “plan assets” of (a) any “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) any “plan” (as defined in Section 4975 of the Code) that is subject to Section 4975 of the Code, (c) any entity that is deemed to hold the assets of any plan described in clause (a) or clause (b) (any plan or entity described in clause (a) through (c), a “Benefit Plan Investor”) or (d) any employee benefit plan or plan that is not subject to Title I of ERISA or Section 4975 of the Code but is subject to any Other Plan Law. No Borrower or any ERISA Affiliate of any Borrower maintains or is obligated to contribute to, or has any liability to, any Pension Plan, Multiemployer Plan or Foreign Plan that could reasonably be expected to have a Company Material Adverse Effect.

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4.1.13 [Reserved].

4.1.14 [Reserved].

4.1.15 Compliance with Law. Each Loan Party is in compliance, in all material respects, with all Laws including without limitation those with respect to owning and maintaining the Financed Properties. The Financed Properties are in compliance in all material respects with all Legal Requirements, including, without limitation, building and zoning ordinances and codes, the failure of which to comply with the same would result in a material adverse effect on either the ability of the Borrowers to perform the obligations or the financial condition of such Borrower or the use and operation or value, or the marketability of title of, any related Financed Property as security for the Loan.

4.1.16 Senior Debt Status. The Financed Properties subject to this Agreement have not at any time been pledged to any Person (which pledge remains outstanding) other than in connection with the Initial Loans being assigned to the Administrative Agent. No Equity Interests in any Borrower or the Equity Owner have been pledged to any Person (which pledge remains outstanding) and no Equity Interests in any Borrower are issued or outstanding in certificated form as of the Closing Date. The Borrowers have not authorized the filing of and are not aware of any Uniform Commercial Code financing statements against any such Borrower that include a description of collateral covering any portion of the Collateral (which have not been terminated or will not be terminated in connection with the effectiveness of this Agreement) other than any UCC Financing Statements filed in favor of the Administrative Agent or the Collateral Agent. As of the Closing Date, the Borrowers are not aware of any judgment or tax lien filings (which have not been terminated) against any such Borrower.

4.1.17 Accuracy of Disclosure. No representation or warranty of any Loan Party or any of their Affiliates contained in any Loan Document or in any other documents, certificates or written statements furnished to the Lenders or the Administrative Agent by or on behalf of the Loan Parties for use in connection with the transactions contemplated hereby (other than all written financial projections, pro forma information, estimates, forecasts and other forward-looking information, information of a general economic or general industry nature and all third party memos or reports furnished to us (in the case of third party memos, not based on information provided by you or on your behalf to such third party)) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances in which the same were made; provided that no such Loan Party nor any of their Affiliates shall be required hereunder or pursuant to any other Loan Document to disclose, permit the inspection, examination or making copies or abstracts of, or permit the discussion of, any document, information or other matter (i) to the extent the provision thereof could reasonably be expected to violate any applicable law, rule or regulation, or any confidentiality obligation binding upon any Loan Party or any of their Affiliates or (ii) to the extent the provision thereof could reasonably be expected to waive any privilege that may be

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asserted by, any Loan Party or any of their Affiliates. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by the Loan Parties to be reasonable at the time made, it being recognized by the Lenders and the Administrative Agent that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results, and that such differences may be material. There are no facts known (or which should upon the reasonable exercise of diligence be known) to any of the Loan Parties (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change and that have not been disclosed herein or in such other documents, certificates and statements furnished to the Lenders and the Administrative Agent for use in connection with the transactions contemplated hereby.

4.1.18 Environmental Matters. To the relevant Borrower’s knowledge, and except (A) as would not result in a material adverse effect on either the ability of the Borrowers to perform the obligations or the financial condition of such Borrower or the use and operation or value and marketability of any related Financed Property as security for the Loan or (B) as disclosed in writing to the Administrative Agent in the Disclosure Letter (i) no Financed Property is in violation of any Environmental Laws; (ii) no Financed Property is subject to any private or governmental Lien or judicial or administrative notice or action or inquiry, investigation or claim relating to Hazardous Substances; (iii) no Hazardous Substances are or have been (including during the period prior to the relevant Borrower’s acquisition of each Financed Property) released, discharged, generated, treated, disposed of or stored on, incorporated in, or removed or transported from each Financed Property other than in material compliance with all Environmental Laws so as not to give rise to liability under Environmental Law, or for which have been addressed and received regulatory closure from applicable government agencies; and (iv) no Hazardous Substances are present in, on or under any nearby real property which could migrate to or otherwise affect each Financed Property.

4.1.19 Title; Permitted Encumbrances. Such Borrower has good, marketable (or with respect to the related Properties located in Texas, indefeasible) and insurable title to the real property comprising part of each Financed Property and good title to the balance of such Financed Property, and has the full power, authority and right to deed, encumber, mortgage, give, grant, bargain, sell, alienate, setoff, convey, confirm, pledge, assign and hypothecate the same and such Borrower possesses an unencumbered fee estate, or Ground Lease interest, in each Financed Property and the Improvements thereon (other than Improvements with respect to a Hybrid Lease) and it owns (or Ground Leases pursuant to a Hybrid Lease) each Financed Property free and clear of all Liens whatsoever, in each case except for Permitted Encumbrances. Each Mortgage is a valid, enforceable and continuing first Lien on and security interest in the applicable Financed Property, subject only to Permitted Encumbrances. Each Mortgage shall have a maximum secured amount at least equal to the Allocated Loan Amount of the applicable Financed Property. The Assignment of Leases contained in each related Mortgage (or in a separate document, if required by the local jurisdiction) constitutes the legal, valid, binding and enforceable assignment of such Borrower’s rights in each applicable Lease, subject only to exceptions permitted in this Agreement, in the Property Management Agreement and/or in such Mortgage or separate document. The Permitted Encumbrances do not materially and adversely affect (i) the ability of such Borrower to pay in full the principal and interest on the Loan in a timely manner or (ii) the use of the related Financed Properties for the use currently being made thereof or the operation of such Financed

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Properties as currently being operated. With respect to any leasehold interest of each Borrower, such Borrower (1) has a valid leasehold interest in the Property and has the right to mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey the same, (2) possesses a leasehold interest in the real property and the Improvements pursuant to the Ground Lease and (3) leases the Property and its leasehold interest is free and clear of all liens, encumbrances and charges whatsoever except for Permitted Encumbrances.

4.1.20 Title Insurance. Each Financed Property is covered by a Title Insurance Policy, in an amount at least equal to the Allocated Loan Amount of such Financed Property, issued on, or during the six (6) months after, the date of acquisition thereof by the related Borrower. The Title Insurance Policy insures, as of the date of such policy that the related Mortgage is a valid first mortgage on the fee interest (or, if applicable, leasehold interest) in such Financed Property subject only to Permitted Encumbrances (to the extent stated therein); such Title Insurance Policy is in full force and effect and names the Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties) as the mortgagee of record; such Title Insurance Policy is assignable to assignees of the insured in accordance with its terms; such Title Insurance Policy contains no exclusion for, or affirmatively insures (except for any Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), (a) that the area shown on the survey is the same as the property legally described in the Mortgage and (b) to the extent that the Property consists of two or more adjoining parcels, such parcels are contiguous. As of the Closing Date, all premiums for the Title Insurance Policy have been paid and no material claims have been made hereunder. The Title Insurance Policy has been issued by an Approved Title Company.

4.1.21 Utilities and Public Access. The related Financed Properties have adequate rights of access to public highways and are served by adequate water, sewer, sanitary sewer and storm drain facilities. All public utilities necessary to the continued use and enjoyment of such Financed Properties as presently used and enjoyed are located in the public right-of-way or highway abutting such Financed Property or an adjacent Financed Property, and all such utilities are connected so as to serve such Financed Properties, directly from such public right-of-way or highway, through such adjacent Financed Property or through valid easements insured under the Title Insurance Policies. All roads necessary for the current utilization of such Financed Properties have been completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of the applicable Financed Property or an adjacent Financed Property.

4.1.22 Assessments. To the knowledge of such Borrower, there are no material pending or proposed special or other assessments for public Improvements or otherwise affecting the related Financed Properties, nor, to the knowledge of such Borrower, are there any contemplated Improvements to such Financed Properties that may result in such special or other assessments in each case, (i) that would result in a material adverse effect on either the ability of the Borrowers to perform the obligations or the financial condition of such Borrower or the use and operation or value, or the marketability of title of, any related Financed Property as security for the Loan, and (ii) for which the Tenant is not responsible under the related Lease.

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4.1.23 Taxes. There are no delinquent and unpaid Taxes affecting any Financed Property which are or may become a Lien of priority equal to or higher than the related Mortgage, except those which are insured against by a corresponding Title Insurance Policy. For purposes of the representation and warranty, Taxes shall not be considered unpaid until the date on which interest and/or penalties would be payable thereon.

4.1.24 No Liens. As of the date of acquisition of each Financed Property, each related Financed Property is free and clear of any recorded builders’, mechanics’ and materialmen’s Liens or recorded Liens in the nature thereof which would create a Lien prior to that created by the applicable Mortgage, except those which are insured against by the Title Insurance Policy.

4.1.25 Flood Zone. No material Improvements on any Financed Property are located in an area Flood Zone A or Flood Zone V by the Federal Emergency Management Agency or otherwise located in a flood zone area as identified by the Federal Emergency Management Agency as a 100 year flood zone or special hazard area, except as may be shown on the Surveys, for which such applicable Financed Properties such Borrower has obtained (or has caused the Tenant under the related Lease, as applicable, to obtain) flood insurance in accordance with the provisions of the Lease and the Property Management Agreement;

4.1.26 Certificate of Occupancy; Licenses. All material certifications, permits, licenses and approvals, including, without limitation, certificates of completion and occupancy permits required for the legal use, occupancy and operation of the related Financed Properties (the “Licenses”) currently being operated have been obtained and are in full force and effect except to the extent the failure of any such License to be in full force and effect would not have a Material Adverse Change on such Borrower or the use and operation, the value or the marketability of title of any Financed Property. Each Financed Property (including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components) is free of material damage and is in good repair in all material respects, and there is no proceeding pending or, to the knowledge of the applicable Borrower, threatened for the total or material partial expropriation of, or affecting, such Financed Properties, in all material respects or for the relocation of roadways providing access to such Financed Property.

4.1.27 Boundaries. All of the material Improvements which were included in determining the Appraised Value of each Financed Property lie wholly within the boundaries and building restriction lines of such Financed Property except to the extent such Improvements may encroach upon an adjoining Financed Property, and no improvements on adjoining properties, other than an adjoining Financed Property, encroach materially upon any Financed Property, and no easements or other encumbrances upon a Financed Property encroach materially upon any of the Improvements, so as to have a material adverse effect on the use and operation, the value, or the marketability of title of any Financed Property, except those which are insured against by the Title Insurance Policies. All of the material Improvements which were included in determining the Appraised Value of each Financed Property (including those that were built on vacant land subsequent to the acquisition thereof) comply with all material requirements of any applicable zoning and subdivision Laws, except where any failure to comply would have a material adverse effect on the use and operation, the value, or the marketability of title of any Financed Property.

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4.1.28 List of Properties. Attached hereto as Schedule IV is a true and correct list, as of the Closing Date, of all Financed Properties and Tenants and such Borrower has received no notice of any material defaults under any franchise or operating agreements.

4.1.29 Standard of Review. In connection with the acquisition of each Financed Property, such Borrower inspected or caused to be inspected such Financed Property by inspection appraisal performed by an independent, third party MAI appraiser, a property condition engineer or otherwise as required by the Borrower’s underwriting guidelines then in effect; the related Lease File or Mortgage Loan File, as applicable, contains a Survey with respect to such Financed Property, which Survey was deemed sufficient to delete the standard title survey exception (to the extent the deletion of such exception is available in the related state).

4.1.30 Compliance. The applicable Tenants under the Leases are responsible for and, to such Borrower’s actual knowledge, the related Financed Properties are in compliance, in all material respects, with all Legal Requirements, including, without limitation, fire, building and zoning ordinances and codes, the failure of which to comply with the same would result in a material adverse effect on either the ability of such Borrower to perform the obligations or the financial condition of such Borrower or the or the use and operation, the value, or the marketability of title of any Financed Property as security for the Loan. No fraudulent acts were committed by the Borrower during the origination process with respect to each such Lease; and, there has not been committed by such Borrower or, to the knowledge of such Borrower, any other Person in occupancy of or involved in the operation or use of the related Financed Properties any act or omission affording the federal government or any State or local government the right of forfeiture as against such Financed Properties or any part thereof or any moneys paid in performance of such Borrower’s Obligations.

4.1.31 Agreements; No Defaults. Such Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which such Borrower or any of the related Financed Properties are bound, which default would materially adversely affect either the ability of such Borrower to perform the obligations or the financial condition of such Borrower or the value of any Financed Property as security for the Loan.

4.1.32 Financial Information. All written financial data that has been delivered to the Administrative Agent in respect of the related Financed Properties, including, to such Borrower’s knowledge, any such data relating to Tenants under Leases, (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of such Financed Properties as of the date of such reports and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein; provided, however, that it is expressly understood by each party hereto that any cost estimates, projections and other predictions contained in such data are not deemed to be representations of such Borrower. Since the later of September 15, 2022 and the most recent date that financial statements are delivered pursuant to Section 5.5, there has been no Material Adverse Change with respect to the Credit Parties, taken as a whole.

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4.1.33 Separate Lots. Each Financed Property is comprised of one (1) or more parcels, which constitute a separate tax lot or lots, and does not constitute a portion of any other tax lot not a part of such Financed Property or is subject to an endorsement under the related title Policy insuring the Financed Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots, in which case an escrow amount sufficient to pay taxes for the existing tax parcel of which the Financed Property is a party will be required until the separate tax lots are created.

4.1.34 Lease Enforceable. The operation of any of the terms of the Lease, or the exercise of any rights thereunder, does not render the Lease unenforceable, in whole or in part, or subject to any right of rescission, set-off, abatement, diminution, counterclaim or defense.

4.1.35 Insurance. Such Borrower has obtained and has delivered to the Custodian certificates of all insurance policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement or any of the other Loan Documents. To such Borrower’s knowledge, no material pending claims have been made under any such policy, and no Person, including such Borrower, has done, by act or omission, anything which would materially impair the coverage of any such policy.

4.1.36 [Reserved].

4.1.37 [Reserved].

4.1.38 Leases.

(a) The Financed Properties are not subject to any leases other than the Leases described in the Lease File and any subleases or assignments permitted thereunder. No Person has any possessory interest in any Financed Property or right to occupy the same except under and pursuant to the provisions of the Leases and subleases or assignments permitted thereunder. The current Leases are in full force and effect and there are no material defaults thereunder by such Borrower or, to the knowledge of the applicable Borrower, any Tenant. No rent (other than security deposits) has been paid more than one (1) month in advance of its due date. All material work to be performed by such Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by such Borrower to any Tenant has already been received by such Tenant. There has been no prior sale, transfer or assignment from such Borrower of any Financed Property or Leases in the Collateral or hypothecation or pledge of any Lease or of the rents received therein, except for such hypothecations or pledges that have been released or, in the case of a Hybrid Lease, that are being assigned over to the Administrative Agent on behalf of the Lenders on or about the date hereof. Except as permitted under the Leases, no Tenant listed on the Lease File has assigned its Lease and no such Tenant holds its leased premises under assignment or sublease. Such Lease File sets forth a true and correct list of each Financed Property that is subject to a Third Party Purchase Option, including, without limitation, any rights of first offer or rights of first refusal that apply to a foreclosure, power of sale or similar remedy by Administrative or Lenders or those that are not null and void upon a foreclosure, power of sale or similar remedy by Administrative Agent or Lenders, or an option to terminate such Lease prior to the Facility Termination Date, together with the earliest date on which each such option may be exercised. The Borrowers have delivered to Custodian a Lease File for each Financed Property and such Lease File contains all documents and instruments required to be contained therein, pursuant to the Custody Agreement.

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(b) The Tenant under each Lease is in possession and paying rent pursuant to the applicable Lease; such Borrower is the owner of the lessor’s interest in each Lease; and the Tenant is required to make rental payments in the manner as directed by the lessor and its successors and assigns.

(c) To the knowledge of such Borrower, (i) each Tenant has all material licenses, permits, material agreements, including, but not limited to franchise agreements, necessary for the operation and continuance of such Tenant’s business on the related Financed Property; and (ii) no Borrower has received written notice that Tenant is in default of its obligations under any such applicable license, permit or agreement, which default would materially adversely affect its business operations on the subject Financed Property.

(d) Neither such Borrower nor, to such Borrower’s knowledge, any Tenant is the subject of any Bankruptcy Action.

(e) There are no pending actions, suits or proceedings by or before any Governmental Authority against or affecting such Borrower, or, to such Borrower’s knowledge, the related Financed Properties or any Tenant that, if determined adversely to such Borrower or any Financed Property or any Tenant, would materially and adversely affect the use and operation, the value, or the marketability of title of any Financed Property, the ability of such Borrower to pay principal, interest or any other amounts due under the Loan, or the ability of any Tenant to pay any amounts due under the applicable Lease.

(f) The obligations of the related Tenant under the Lease to pay fixed and additional rent, are not affected by reason of: (i) any damage to or destruction of any portion of a related Financed Property, except damage to such Financed Property caused by casualty in the last twelve (12) or twenty-four (24) months of the lease term or substantial damage to the leased property such that the improvements cannot be repaired so as to allow Tenant to conduct a substantial part of its business within a specified time period ranging from one hundred and eighty (180) days to one (1) year; (ii) any taking of such Financed Property, except a total condemnation and taking of the leased property or a partial condemnation and taking that renders such Financed Property unsuitable for the continuation of Tenant’s business; or (iii) any prohibition, limitation, interruption, cessation, restriction, prevention or interference of Tenant’s use, occupancy or enjoyment of such Financed Property, except with respect to certain abatement rights in connection with casualty and condemnation which may be provided for under the related Lease.

(g) Such Borrower, as landlord under the Lease, does not have any material monetary obligations under the Lease, except for any obligations related to new construction or for improvements on the Financed Property; provided that such obligations (i) are concurrently created with the Tenant’s entry into the Lease, (ii) do not provide the Tenant with set off rights, (iii) are in the ordinary course of such Borrower’s business and (iv) Borrower shall have provided no less than 30 days’ written notice prior to entering into any such monetary obligation to Administrative Agent.

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(h) Every obligation (other than those set forth in clause (g) above) associated with managing, owning, developing and operating the related Financed Property, including, but not limited to, the costs associated with utilities, Property Taxes, insurance, capital and structural improvements, maintenance and repairs is an obligation of Tenant.

(i) Such Borrower does not have any material nonmonetary obligations under the Lease (other than customary covenants of quiet enjoyment, customary landlord indemnities and covenants regarding consent) and has made no representation or warranty under the Lease, the breach of which would result in the abatement of rent, a right of setoff or termination of the Lease.

(j) Except for (i) certain rights of first offer and rights of first refusal set forth in certain Leases and (ii) certain prohibitions on sale set forth in certain Leases identified to Administrative Agent in writing, the Lease is freely assignable by the lessor and its successor and assigns (including, but not limited to, the Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties), which acquires title to a Financed Property by foreclosure or otherwise) to any person without the consent of the Tenant, and in the event the lessor’s interest is so assigned, the Tenant is obligated to recognize the assignee as lessor under such Lease, whether under the Lease or by operation of law.

(k) The Tenant has agreed to indemnify the applicable Borrower, as lessor from any claims of any nature relating to the Lease and the related Financed Property other than such Borrower’s gross negligence or willful misconduct, including, without limitation, arising as a result of violations of Environmental Laws resulting from the Tenant’s operation of the related Financing Property.

(l) Any obligation or liability imposed by any easement or reciprocal easement agreement with respect to the related Financed Property is an obligation of Tenant, and such Borrower has no liability to Tenant for performance of the same.

(m) The Tenant under a Lease or related ancillary document (which document does not negate other representations and warranties set forth herein) is required to make rental payments as directed by the Borrower.

(n) Pursuant to the terms of each Lease, each Lease is automatically subordinate to the related Mortgage and requires each Tenant to attorn to the Administrative Agent and Lenders upon a foreclosure, power of sale or similar remedy, and to the extent the terms of a Lease do not include such automatic subordination and attornment language, the Tenant is required to execute a subordination, non-disturbance, and attornment agreement which causes the Lease to be subordinated to the related Mortgage and the related Tenant to attorn to the Administrative Agent and Lenders upon a foreclosure, power of sale or similar remedy.

(o) Except for (i) certain rights of first offer and rights of first refusal set forth in certain Leases, the Lease is freely assignable by the applicable Borrower and its successor and assigns (including, but not limited to, the Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent, on behalf of the Administrative Agent for the benefit of the Secured Parties), which acquires title to a Financed Property by foreclosure or otherwise) to any person without the consent of the Tenant, and in the event the applicable Borrower’s interest is so assigned, the Tenant is obligated to recognize the assignee as lessor under such Lease, whether under the Lease or by operation of law.

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(p) No Tenant under a Lease with respect to a related Financed Property has been released, in whole or in part, from its obligations under the terms of the Lease.

(q) In connection with each Financed Property with respect to which a Lease Guarantor has executed a Lease Guaranty with respect to all payments due under the related Lease:

(i) such Lease Guaranty is in full force and effect and, to such Borrower’s knowledge, there are no defaults by the related Lease Guarantors thereunder;

(ii) such Lease Guaranty, on its face, (1) contains no conditions to such payment, other than a notice and right to cure; (2) provides that it is the guaranty of both the performance and payment of the financial obligations of the Tenant under the Lease; and (3) does not provide that the rejection of the Lease in a bankruptcy or insolvency of the Tenant shall affect the related Lease Guarantor’s obligations under such Lease Guaranty; and

(iii) such Lease Guaranty is binding on the successors and assigns of the related Lease Guarantor and inures to the benefit of the lessor’s successors and assigns; such Lease Guaranty cannot be released or amended without the lessor’s consent or unless a predetermined performance threshold is achieved or a predetermined period of time has elapsed.

4.1.39 Ground Leases. With respect to any Financed Properties where all or a portion of any such Financed Property is a leasehold estate, and the related Mortgage does not also encumber the related ground lessor’s fee interest in such Financed Property, based upon the terms of the Ground Lease and any estoppel letter or other writing received from the ground lessor and included in the related Lease File and, if applicable, the related Mortgage:

(a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded. The ground lessor has permitted the interest of the related lessee to be encumbered by the related Mortgage. There has been no change in the terms of the Ground Lease since its recordation, except by any written instruments which are included in the related Lease File.

(b) The Ground Lease may not be amended, modified, canceled or terminated without the prior written consent of the owner of the Mortgage and any such action without such consent is not binding the owner of the Loan and its successors and assigns.

(c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and is enforceable, by the lender) that extends beyond the stated maturity of the Loan.

(d) Based on the Title Insurance Policy referenced in Section 4.1.20 hereof, the ground leasehold interest is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, other than the applicable ground lessor’s related fee interest.

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(e) The Ground Lease is assignable to the lenders and their assigns without the consent of the ground lessor thereunder.

(f) Such Borrower has not received any written notice of default under or notice of termination of such Ground Lease. The Ground Lease is in full force and effect and no default has occurred under the Ground Lease and there is no existing condition which, but for the passage of time or the giving of notice, would result in a material default under the terms of the Ground Lease.

(g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written notice of any default, provides that no notice of default or termination is effective unless such notice is given to the lenders, and requires that the ground lessor will supply an estoppel.

(h) The lenders are permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings, or to take other action so long as the lenders are proceeding diligently) to cure any default under the Ground Lease which is curable after the receipt of notice of any default, before the ground lessor may terminate the Ground Lease.

(i) The Ground Lease does not impose restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender. The ground lessor is not permitted to disturb the possession, interest or quiet enjoyment of any subtenant of the ground lessee in the relevant portion of the related Financed Property subject to the Ground Lease for any reason, or in any material manner, which would adversely affect the security provided by the related Mortgage.

(j) Any related insurance proceeds or condemnation award (other than in respect of a total or substantially total loss or taking) is required under the related Ground Lease to be applied either to the repair or restoration of all or part of the related Financed Property, with the lenders or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Loan, together with any accrued interest.

(k) Any related insurance proceeds, or condemnation award in respect of a total or substantially total loss or taking of the related Financed Property is required to be applied first to the payment of the outstanding principal balance of the Loan, together with any accrued interest (except as provided by applicable law or in cases where a different allocation would not be viewed as commercially unreasonable by any institutional investor, taking into account the relative duration of the Ground Lease and the related Mortgage and the ratio of the market value of the related Financed Property to the outstanding principal balance of such Loan). Pursuant to the related Ground Lease, until the principal balance and accrued interest are paid in full, neither the lessee nor the ground lessor under the Ground Lease has an option to terminate or modify the Ground Lease without the prior written consent of the lender as a result of any casualty or partial condemnation, except to provide for an abatement of the rent.

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(l) Provided that the lenders cure any defaults that are susceptible to being cured, the ground lessor has agreed to enter into a new lease upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

4.1.40 Hybrid Leases. Each Borrower makes the following representations and warranties with respect to the Hybrid Leases:

(a) Immediately prior to the transfer and assignment of the Mortgage Loan to such Borrower, the Originator had good title to, and was the sole owner and holder of, the Mortgage Loan, free and clear of any and all liens, encumbrances and other interests on, in or to the Mortgage Loan. Such transfer and assignment from the Originator to such Borrower of the Mortgage Loan by collateral assignment and by individual allonges of the Mortgage Notes and assignments of the Mortgages in blank legally and validly assigns all of the Originator’s right, title and ownership of the Mortgage Loan to such Borrower (and, with respect to the Mortgage, to the Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties)) free and clear of any pledge, lien, encumbrance or security interest.

(b) The Borrowers have delivered to Custodian a Mortgage Loan File for each applicable Financed Property, to the extent required pursuant to the Custody Agreement. The related Mortgage Loan File contains all of the documents and instruments required to be contained therein.

(c) The related Lease and loan agreements provide that such Borrower may exercise its remedies under each related Lease to terminate the related Tenant’s right to access the related Property and assume ownership of, or leasehold estate in, all the Improvements located on such Financed Property without foreclosing on the mortgage related to the Mortgage Loan component of such Hybrid Lease, unless an obligation to foreclose is otherwise imposed by a court of law.

(d) The related Lease and loan agreements provide that ownership of, or leasehold estate in, the Improvements located on the related Financed Property shall revert to such Borrower upon expiration or early termination of such Lease notwithstanding the terms of the loan agreement with respect to the related Mortgage Loan component or the standing of the related borrower under such loan agreement.

(e) Any related Lease containing a Third Party Purchase Option shall (i) contain a Third Party Option Price not less than the sum of the Appraised Value of each Financed Property relating to such Hybrid Lease and (ii) require that the principal balance of the related Mortgage Loan component be paid in full prior to the exercise of such Third Party Purchase Option.

4.1.41 Mortgage Loan Components of Hybrid Leases. Each Borrower makes the following representations and warranties and the representations and warranties with respect to each Mortgage Loan component of such Borrower’s Hybrid Lease:

(a) Such Borrower has full right and authority to own and possess such Mortgage Loan. The entire agreement with the related Originator is contained in the related Mortgage Loan Documents and there are no warranties, agreements or options regarding such Mortgage Loan or the related Financed Property not set forth therein. Other than the Mortgage Loan Documents, there are no agreements between any predecessor in interest in such Mortgage Loan and the applicable Mortgage Loan Borrower.

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The information pertaining to such Mortgage Loan set forth in the mortgage loan schedule attached to the related Purchase and Sale Agreement was true and correct in all material respects as of the related transfer date. Such Mortgage Loan was originated or acquired in accordance with, and fully complies with, STORE Capital’s underwriting guidelines then in effect in all material respects. All documents comprising such Mortgage Loan File have been delivered to the Custodian, on behalf of the Administrative Agent, with respect to each such Mortgage Loan by the Closing Date. The related Mortgage Loan File contains all of the documents and instruments required to be contained therein.

(b) UCC Financing Statements have been filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and recording), in all public places necessary to perfect a valid first priority security interest in all items of personal property defined as part of the Financed Property and in all cases, subject to a purchase money security interest and to the extent perfection may be effected pursuant to applicable law solely by recording or filing UCC Financing Statements.

(c) With respect to each such Mortgage Loan, the related Mortgage constitutes a valid, legally binding and enforceable first priority lien upon the related Financed Property and a fee or leasehold interest in the related Improvements, prior to all other liens and encumbrances, except for Permitted Encumbrances. The lien of such Mortgage is insured by a Title Insurance Policy insuring the originator of such Mortgage Loan, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of such Mortgage Loan after all advances of principal, subject only to Permitted Encumbrances (or, if a Title Insurance Policy has not yet been issued in respect of such Mortgage Loan, a policy meeting the foregoing description is evidenced by a commitment for title insurance “marked up” (or by “pro-forma” otherwise agreed to in a closing instruction letter countersigned by the title company) as of the closing date of such Mortgage Loan). Each such Title Insurance Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no material claims have been made thereunder and no claims have been paid thereunder. Neither the Originator nor the applicable Borrower has, by act or omission, done anything that would materially impair the coverage under such Title Insurance Policy. Each such Title Insurance Policy contains no exclusion for, or affirmatively insures (except for any Financed Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), (a) that the area shown on the survey is the same as the property legally described in the Mortgage and (b) to the extent that the Financed Property consists of two or more adjoining parcels, such parcels are contiguous. Immediately following the transfer and assignment of such Mortgage Loan to the applicable Borrower, such Title Insurance Policy (or, if it has yet to be issued, the coverage to be provided thereby) inures to the benefit of such Borrower without the consent of or notice to the insurer.

(d) Neither the Originator nor such Borrower has waived any material default, breach, violation or event of acceleration existing under the applicable Mortgage or Mortgage Note.

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(e) Such Borrower has not waived any material default, breach, violation or event of acceleration by any Tenant existing under a related Lease.

(f) There is no valid offset, defense, counterclaim or right of rescission to the payment or performance obligations of such Mortgage Loan.

(g) The related Financed Property is free and clear of any damage that would materially and adversely affect its value as security for such Mortgage Loan. No proceeding for the condemnation of all or any material portion of such Financed Property has been commenced.

(h) An engineering report was prepared in connection with the origination of each such Mortgage Loan no more than twelve months prior to the origination by, or transfer to, such Borrower, which indicates that each related Financed Property (a) is free and clear of any material damage, (b) is in good repair and condition, (c) to the extent any damage is noted in the report, the related Mortgage Loan Borrower is required to repair same within a commercially reasonable time frame subject to the terms and provisions of the related Mortgage Loan, and (d) is free of structural defects, except to the extent of any damage or deficiencies that would not materially and adversely affect the use and operation, the value, or the marketability of title of the Financed Property. No proceeding for the condemnation of all or any material portion of such Financed Property has been commenced or threatened.

(i) The proceeds of such Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder. All costs, fees and expenses incurred in making, closing and recording the Mortgage Loan, including, but not limited to, mortgage recording taxes and recording and filing fees relating to the origination of such Mortgage Loan, have been paid. Any and all requirements as to completion of any on-site or off-site improvement by the Borrower and as to disbursements of any escrow funds therefor that were to have been complied with have been complied with.

(j) The Mortgage Loan Borrower under the related Mortgage Note, Mortgage and all other Mortgage Loan Documents had the power, authority and legal capacity to enter into, execute and deliver the same, and, as applicable, such Mortgage Note, Mortgage and other Mortgage Loan Documents have been duly authorized, properly executed and delivered by the parties thereto, and each is the legal, valid and binding obligation of the related Mortgage Loan Borrower, guarantor or other obligor and the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(k) All improvements upon the related Financed Property are insured under insurance policies (as described in a Schedule to the related Purchase and Sale Agreement, if any, entitled the “Insurance Schedule”). The applicable Mortgage Loan Documents require such Borrower to maintain, or cause any related Tenant to maintain, and the related Lease requires such Tenant to maintain, insurance coverage described on the Insurance Schedule and all insurance required under applicable law, including, without limitation, insurance against loss by hazards with extended

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coverage in an amount (subject to a customary deductible) at least equal to the full replacement cost of the improvements located on such Financed Property, including without limitation, flood insurance if any portion of the improvements located upon such Financed Property was, at the time of the origination of such Mortgage Loan, in a flood zone area as identified in the Federal Register by the Federal Emergency Management Agency as a 100 year flood zone or special hazard area, and flood insurance was available under the then current guidelines of the Federal Insurance Administration is in effect with a generally acceptable insurance carrier. The Mortgage Loan Documents require the Mortgage Loan Borrower to maintain, or to cause any related Tenant to maintain, on the related Financed Property a fire and extended perils insurance policy, in an amount not less than the replacement cost and the amount necessary to avoid the operation of any co-insurance provisions with respect to such Financed Property. All such insurance policies contain a standard “additional insured” clause (or similar clause) naming the Mortgage Loan Borrower (as landlord under the related Lease), its successors and assigns (including, without limitation, subsequent owners of such Financed Property), as additional insured, and may not be reduced, terminated or canceled without thirty (30) (and, in some cases, ten (10)) days’ prior written notice to the additional insured. In addition, the Mortgage requires such Borrower to (i) cause the holder of the Mortgage to be named as an additional insured mortgagee, and (ii) maintain (or to require any related Tenant to maintain) in respect of the related Financed Property workers’ compensation insurance (if applicable), commercial general liability insurance in amounts generally required by such holder of the Mortgage, and at least 6 months’ rental or business interruption insurance. The related Mortgage Loan Documents obligate the Mortgage Loan Borrower to maintain such insurance and, at such Mortgage Loan Borrower’s failure to do so, authorizes the mortgagee to maintain such insurance at such Mortgage Loan Borrower’s cost and expense and to seek reimbursement therefor from such Mortgage Loan Borrower. Each such insurance policy, as applicable, is required to name the holder of the Mortgage as an additional insured or contain a mortgagee endorsement naming the holder of the Mortgage as loss payee and requires prior notice to the holder of the Mortgage of termination or cancellation, and no such notice has been received, including any notice of nonpayment of premiums, that has not been cured. There have been no acts or omissions that would impair the coverage of any such insurance policy or the benefits of the mortgage endorsement. All insurance contemplated in this section is maintained with insurance companies with a General Policy Rating of “A” or better by S&P or “A:VIII” or better by Best’s Insurance Guide and are licensed to do business in the state wherein such Mortgage Loan Borrower or the Financed Property subject to the policy, as applicable, is located (“Insurance Rating Requirements”).

(l) As of the Closing Date, the related Financed Property was subject to one or more environmental site assessments or reports performed pursuant to ASTM 1527-13 (or an update of a previously conducted assessment or report) within 18 months prior to the Closing Date, and neither the Originator nor the applicable Borrower has knowledge of any material and adverse environmental conditions or circumstance affecting such Financed Property that was not disclosed in the related Environmental Report(s). Neither the Originator nor the related Borrower has knowledge of any material and adverse environmental conditions or circumstances affecting any Financed Property other than, with respect to any adverse environmental condition described in such report, those conditions for which remediation has been completed or otherwise satisfactorily addressed and, to the extent required by applicable Environmental Law, any required operations, maintenance and monitoring programs and plans have been implemented The Originator has not taken any action with respect to the Mortgage Loan or the related Financed Property that can

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subject the applicable Borrower, or its successors and assigns in respect of the Mortgage Loan, to any liability under CERCLA or any other applicable federal, state or local Environmental Law, and neither the Originator nor the applicable Borrower has received any actual notice of a material violation of CERCLA or any applicable federal, state or local environmental law with respect to such Financed Property that was not disclosed in the related Environmental Report. The Mortgage or other Mortgage Loan Documents require the applicable Mortgage Loan Borrower (and any related Leases require the related Tenant) to comply with all applicable federal, state and local Environmental Laws and regulations. With respect to each Mortgage Loan, (i)(a) a property condition or engineering report was prepared, if the related Financed Property was constructed prior to 1985, with respect to asbestos-containing materials (“ACMs”) and (b) if such report disclosed the existence of any material and adverse ACMs affecting the related Financed Property, the related Mortgage Loan Borrower (A) was required to remediate the identified condition prior to closing the Mortgage Loan or provide additional security or establish with the mortgagee a reserve in an amount deemed to be sufficient by the Property Manager, for the remediation of the problem and/or (B) agreed in the Mortgage Loan Documents to establish an operations and maintenance plan after the closing of the Mortgage Loan that should reasonably be expected to mitigate the environmental risk related to the identified ACMs.

(m) Such Mortgage Loan is not cross-collateralized or cross-defaulted with any mortgage loan that is not included in the Collateral pool.

(n) Except by written instruments that are part of the applicable Mortgage Loan File, recorded or filed in the applicable public office if necessary to maintain the priority of the lien of the related Mortgage, (i) the terms of the applicable Mortgage, Mortgage Note and other Mortgage Loan Documents have not been impaired, waived altered, modified, satisfied, canceled or subordinated in any material respect, (ii) no related Financed Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use, value or operation of such Financed Property, and (iii) neither the related Borrower nor any guarantor has been released from its obligations under the Loan.

(o) There are no delinquent taxes, ground rents, assessments for improvements or other similar outstanding lienable charges affecting the related Financed Property which are or may become a lien of priority equal to or higher than the lien of the Mortgage. For purposes of this representation and warranty, real property taxes and assessments shall not be considered unpaid until the date on which interest and/or penalties would be payable thereon.

(p) Except for any Mortgage Loan secured by a Ground Lease, the interest of the Mortgage Loan Borrower in the related Financed Property consists of a fee simple estate in real property.

(q) Each such Mortgage Loan is a whole loan and not a participation interest.

(r) The assignment of the Mortgage referred to in the applicable Mortgage Loan File constitutes the legal, valid and binding assignment of such Mortgage from the relevant assignor to the applicable Borrower or to the Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured

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Parties). The assignment of leases and rents set forth in the applicable Mortgage or separate from the Mortgage and related to and delivered in connection with each such Mortgage Loan establishes and creates a valid, subsisting and, subject only to Permitted Encumbrances, enforceable first priority Lien in the applicable Mortgage Loan Borrower’s interest in all leases, subleases, licenses or other agreements pursuant to which any person is entitled to occupy, use or possess all or any portion of the real property subject to such Mortgage, and each assignor thereunder has the full right to assign the same. The related assignment of Mortgage or any assignment of leases and rents not included in such Mortgage, executed and delivered in favor of such Borrower is in recordable form and constitutes a legal, valid and binding assignment, sufficient to convey to the assignee named therein all of the assignor’s right, title and interest in, to and under such assignment of leases and rents. No person other than the related Mortgage Loan Borrower owns any interest in any payment due under such lease or leases that is superior to or of equal priority with the lender’s interest therein. The related Mortgage or related assignment of leases, subject to applicable law, provides that, upon an event of default under the applicable Mortgage Loan, a receiver will be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.

(s) All escrow deposits relating to such Mortgage Loan that are required to be deposited with the related holder of such Mortgage Loan or its agent have been so deposited and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits that are required under the related Mortgage Loan Documents have been conveyed to the applicable Borrower or its designee and identified as such with appropriate detail. No other escrow amounts have been released except in accordance with the terms and conditions of the related Mortgage Loan Documents.

(t) As of the date of origination of such Mortgage Loan and, as of the transfer date, as the case may be, the related Financed Property securing such Mortgage Loan was and is free and clear of any mechanics’ and materialmen’s liens or liens in the nature thereof which create a lien prior to that created by the Mortgage, except those which are insured against by the Title Insurance Policy referred to in paragraph (d) above.

(u) As of the date of the origination of such Mortgage Loan, no improvement that was included for the purpose of determining the Appraised Value of the related Financed Property securing such Mortgage Loan at the time of origination of the Mortgage Loan lay outside the boundaries and building restriction lines of such property in any way that would materially and adversely affect the use and operation, the value, or the marketability of title of such related Financed Property or the ability to operate such Financed Property under the related Lease (unless affirmatively covered by the Title Insurance Policy referred to in paragraph (d) above), and no improvements on adjoining properties encroached upon such Financed Property or any related easements to any material extent.

(v) (i) There exists no material default, breach or event of acceleration under such Mortgage Loan or any of the related Mortgage Loan Documents or the related lease, if any, (ii) there exists no event (other than payments due but not yet delinquent) that, with the passage of time or with notice and the expiration of any grace or cure period, would constitute such a material default, breach or event of acceleration, (iii) no payment on such Mortgage Loan is, or has previously been during any time owned by the Originator or the applicable Borrower, 30 or more

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days delinquent, and (iv) no payment on any related lease is or has previously been 30 or more days delinquent; provided, however, that this representation and warranty does not cover any default, breach or event of acceleration that specifically pertains to any matter otherwise covered or addressed by any other representation and warranty made by the applicable Borrower with respect to such Mortgage Loan. No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan Documents.

(w) In connection with the origination of such Mortgage Loan, the applicable Borrower inspected or caused to be inspected within twelve months of the applicable loan closing date the related Financed Property by inspection or otherwise as required in STORE Capital’s underwriting guidelines then in effect.

(x) Such Mortgage Loan contains no equity participation by or shared appreciation rights in the lender or beneficiary under the related Mortgage, and does not provide for any contingent or additional interest in the form of participation in the cash flow of the related Financed Property, or for negative amortization.

(y) No holder of such Mortgage Loan has advanced funds or induced, solicited or knowingly received any advance of funds from a party other than the owner of the related Financed Property, directly or indirectly, for the payment of any amount required by such Mortgage Loan (other than amounts paid by the related Tenant as specifically provided under the related Lease). No Originator or any affiliate thereof has any obligation to make any capital contribution to the applicable Mortgage Loan Borrower under such Mortgage Loan.

(z) To the knowledge of the applicable Borrower, as of the date of origination or acquisition of such Mortgage Loan, the related Mortgage Loan Borrowers, were in compliance, in all material respects, with all applicable laws relating to the ownership and operation of the related Financed Properties as they were then operated and were in possession of all material licenses, permits and authorizations required by applicable laws for the ownership and operation of such Financed Properties as they were operated. With respect to Financed Properties that are operated as franchised properties, and except with respect to Mortgage Loans for which the related Tenant is the franchisor, the Tenant of such Financed Property has entered into a legal, valid, and binding franchise agreement and such Tenant has represented in the applicable Lease documents that, as of the date of origination or acquisition of such Mortgage Loan, there were no defaults under the franchise agreement by such Tenant.

(aa) The origination, servicing and collection practices the related Originator or Borrower used with respect to such Mortgage Loan since such Originator’s origination or, as applicable, such Originator’s or such Borrower’s acquisition thereof have complied with applicable law in all material respects and are consistent and in accordance with the terms of the related Mortgage Loan Documents and in accordance with the applicable servicing standard and customary industry standards.

(bb) Such Mortgage or Mortgage Note, together with applicable state law, contains customary and enforceable provisions (subject to the exceptions set forth in paragraph (j) above) such as to render the rights and remedies of the holders thereof adequate for the practical realization against the Financed Property of the principal benefits of the security intended to be provided thereby, including the right of foreclosure under the laws of the state in which such Financed Property is located.

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(cc) Such Mortgage provides that insurance proceeds and condemnation proceeds will be applied for one of the following purposes: to restore or repair the related Financed Property (the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses); to repay the principal of such Mortgage Loan; or to be used as otherwise directed by the holder of such Mortgage.

(dd) There are no actions, suits, legal, arbitration or administrative proceedings or investigations by or before any court or governmental authority or, to such Borrower’s knowledge, pending against or affecting applicable Mortgage Loan Borrower or the related Financed Property that, if determined adversely to such Mortgage Loan Borrower or such Financed Property, would materially and adversely affect (a) title to the Financed Property, (b) the validity or enforceability of such Mortgage, (c) such Mortgage Loan Borrower’s ability to perform under the related Mortgage Loan, (d) any related guarantor’s ability to perform under the related guaranty, (e) the use, operation or value of the Financed Property, (f) the principal benefit of the security intended to be provided by the applicable Mortgage Loan Documents, (g) the current ability of the Financed Property to generate net cash flow sufficient to service such Mortgage Loan, or (h) the current principal use of the Financed Property.

(ee) If such Mortgage is a deed of trust, a trustee, duly qualified under applicable law to serve as such, is properly designated and serving under such Mortgage. Except in connection with a trustee’s sale or as otherwise required by applicable law, after default by the applicable Mortgage Loan Borrower, no fees or expenses are payable to such trustee.

(ff) Such Mortgage does not permit the related Financed Property to be encumbered by any lien junior to or of equal priority with the lien of such Mortgage (excluding any lien relating to another Mortgage Loan that is cross collateralized with the Mortgage Loan) without the prior written consent of the holder thereof. There is no mezzanine debt related to the Financed Property.

(gg) The applicable Mortgage Loan Borrower is not a debtor in any state or federal bankruptcy or insolvency proceeding.

(hh) As of the date of origination by the related Originator or acquisition of each Mortgage by such Borrower, as applicable, each applicable Mortgage Loan Borrower which is not a natural person was duly organized and validly existing under the laws of the state of its jurisdiction.

(ii) Such Mortgage Loan contains provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without complying with the requirements of such Mortgage Loan, (i) the related Financed Property, or any controlling interest in the applicable Mortgage Loan Borrower, is directly or indirectly pledged, transferred or sold or (ii) the related Financed Property is encumbered with a subordinate lien or security interest against the related Financed Property.

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(jj) The applicable Mortgage Loan Documents for such Mortgage Loan generally provides that such Mortgage Loan Borrower is to provide periodic financial and operating reports including, without limitation, annual profit and loss statements, statements of cash flow and other related information that the applicable Borrower reasonably requests from time to time.

(kk) The Title Insurance Policy insuring the lien of the applicable Mortgage, historical use and/or other due diligence customarily performed by the Originator in connection with the origination of such Mortgage Loan, the improvements located on or forming part of the related Financed Property comply in all material respects with applicable zoning laws and ordinances (except to the extent that they may constitute legal non-conforming uses). In the event of casualty or destruction, (a) the Financed Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Financed Property in amounts customarily required by prudent commercial mortgage lenders that provides coverage for additional costs to rebuild and/or repair the property to current applicable laws, zoning ordinances, rules, covenants and restrictions, or (c) the inability to restore the Financed Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use and operation, the value, or the marketability of title of such Financed Property.

(ll) Any Financed Property is located within one of the 50 United States or the District of Columbia.

(mm) With respect to a Mortgage Loan secured by a Financed Property located in “seismic zones” 3 or 4 with the probable maximum loss exceeding 20%, the applicable Mortgage Loan Borrower or Borrower (or an affiliate of Borrower) has obtained, and is required under the applicable Mortgage Loan Documents to maintain, earthquake insurance from an insurer in compliance with the Insurance Rating Requirements and in an amount not less than 100% of the probable maximum loss for the related Financed Property with respect to the improvements on and forming a part of such Financed Property, or is required to cause the Tenant to maintain (and the Tenant has obtained) earthquake insurance if such Financed Property is located in any such area.

(nn) The applicable Borrower does not have knowledge of any circumstance or condition with respect to such Mortgage Loan, the related Financed Property, the related Lease or the Mortgage Loan Borrower’s or the Tenant’s credit standing that can reasonably be expected to cause such Borrower to regard such Mortgage Loan as unacceptable security, cause such Mortgage Loan or the related Lease to become delinquent or have a material adverse effect on the use and operation, the value, or the marketability of title of such Mortgage Loan.

(oo) The related Financed Property has adequate rights of access to public rights-of-way and is served by utilities, including, without limitation, adequate water, sewer, electricity, gas, telephone, sanitary sewer, and storm drain facilities. All public utilities necessary to the continued use and enjoyment of such Financed Property as presently used and enjoyed are located in such public rights-of-way abutting such Financed Property or are the subject of access easements for the benefit of such Financed Property, and all such utilities are connected so as to serve such Financed Property without passing over other property or are the subject of access easements for the benefit of such Financed Property. All roads necessary for the full use of such Financed

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Property for its current purpose have been completed and dedicated to public use and accepted by all governmental authorities or are the subject of access easements for the benefit of such Financed Property. The related Financed Property constitutes one or more separate tax parcels which do not include any property which is not part of the Financed Property or is subject to an endorsement under the related Title Insurance Policy insuring the Financed Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots, in which case such Mortgage Loan requires the applicable Mortgage Loan Borrower to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Financed Property is a part until the separate tax lots are created.

(pp) With respect to any Mortgage Loan where all or a portion of the Financed Property securing such Mortgage Loan is a leasehold estate, and the related Mortgage does not also encumber the related ground lessor’s fee interest in such Financed Property, based upon the terms of the Ground Lease and any estoppel letter or other writing received from the ground lessor and included in the related Mortgage Loan File complies with all of the representations set forth in Section 4.1.38 hereof.

(qq) Such Mortgage Loan is not a construction loan.

(rr) The applicable Mortgage Loan Borrower covenants in the applicable Mortgage Loan Documents that it shall keep all material licenses, permits, franchises, certificates of occupancy, consents, and other approvals necessary for the operation of the Financed Property in full force and effect, and to the applicable Borrower’s knowledge based upon any of a letter from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by such Borrower for similar commercial mortgage loans; all such material licenses, permits, franchises, certificates of occupancy, consents, and other approvals are in effect. Such Mortgage Loan requires the related Mortgage Loan Borrower to be qualified to do business in the jurisdiction in which the related Financed Property is located and for the Mortgage Loan Borrower and the Financed Property to be in compliance in all material respects with all regulations, zoning and building laws.

(ss) To the extent required under applicable law, as of the Closing Date or as of the date that such entity held the applicable Mortgage Note, each holder of such Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Financed Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the applicable Borrower.

(tt) The Mortgage Loan Documents for each such Mortgage Loan provide that such Mortgage Loan (a) becomes full recourse to the applicable Mortgage Loan Borrower and guarantor (which is a natural person or persons, or an entity distinct from such Mortgage Loan Borrower (but may be affiliated with such Mortgage Loan Borrower) that has assets other than equity in the related Financed Property that are not de minimis) in any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, such Mortgage Loan Borrower; (ii) such Mortgage Loan Borrower or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to such Mortgage Loan Borrower or (iii) transfers of either the Financed Property or Equity Interests in the related Borrower made

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in violation of such Mortgage Loan Documents; and (b) contains provisions providing for recourse against the such Mortgage Loan Borrower and guarantor (which is a natural person or persons, or an entity distinct from such Mortgage Loan Borrower (but may be affiliated with the Mortgage Loan Borrower) that has assets other than equity in the related Financed Property that are not de minimis), for losses and damages sustained in the case of (i) misappropriation of rents, security deposits, insurance proceeds, or condemnation awards; (ii) such Mortgage Loan Borrower’s fraud or willful misrepresentation; (iii) willful misconduct by such Mortgage Loan Borrower or Mortgage Loan Guarantor; (iv) breaches of the environmental covenants in such Mortgage Loan Documents; or (v) commission of material physical waste at the Financed Property.

(uu) Such Mortgage Loan requires the applicable Mortgage Loan Borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the related Mortgage Loan Documents and the organizational documents of such Mortgage Loan Borrower with respect to such Mortgage Loan with a principal balance in excess of $5 million as of the Closing Date provide that such Mortgage Loan Borrower is a Single-Purpose Entity, and each such Mortgage Loan with a principal balance of $20 million or more has a counsel’s opinion regarding non-consolidation of such Mortgage Loan Borrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a principal balance as of the Closing Date equal to $5 million or less, its organizational documents or the related Mortgage Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Financed Properties securing such Mortgage Loan and prohibit it from engaging in any business unrelated to such Financed Property or Financed Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Financed Property or Financed Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgage Loan Borrower for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

(vv) Such Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan and situations where default interest is imposed.

(ww) Prior to the origination date of the related Mortgage Loan, the applicable Originator obtained financial information with respect to the applicable Mortgage Loan Borrower and the related tenant in accordance with the requirements of STORE Capital’s underwriting guidelines then in effect.

(xx) The applicable Originator has obtained an organizational chart or other description of the applicable Mortgage Loan Borrower which identifies all beneficial controlling owners of such Mortgage Loan Borrower. Prior to the origination date of the related Mortgage Loan, the applicable Originator reviewed and approved such Mortgage Loan Borrower in accordance with the requirements of STORE Capital’s underwriting guidelines then in effect.

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(yy) Such Borrower obtained an estoppel from the tenant on the Financed Property within ninety (90) days prior to the origination date of the related Mortgage Loan, confirming (w) the rent payments under the related lease, (x) the term of the related lease, including any extension options, (y) the related lease is in full force and effect, and (z) there exists no default under such lease, either by the lessee thereunder or by the Mortgage Loan Borrower, as lessor.

(zz) The applicable Mortgage Loan File contains an appraisal of the related Financed Property with an appraisal date within six (6) months of such Mortgage Loan origination date. The appraisal is signed by an appraiser who is a MAI and, to the best of such Borrower’s knowledge, had no interest, direct or indirect, in the Financed Property or such Mortgage Loan Borrower or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of such Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.

(aaa) The applicable Borrower and Originator have complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan.

4.1.42 Filing and Recording Taxes. All transfer Taxes, deed stamps, intangible Taxes or other amounts in the nature of transfer Taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the related Financed Properties to such Borrower have been paid. All mortgage, mortgage recording, stamp, intangible or other similar Tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Mortgages, have been paid, and, under current Legal Requirements, each of the Mortgages is enforceable in accordance with their respective terms by the Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties) (or any subsequent holder thereof) notwithstanding any stated maturity dates therein.

4.1.43 Illegal Activity. No portion of the related Financed Properties has been or will be purchased with proceeds of any illegal activity.

Section 4.2 Survival of Representations. Each Borrower agrees that all of its representations and warranties set forth in Section 4.1 hereof and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to any Lender under this Agreement or any of the other Loan Documents by any Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by a Borrower shall be deemed to have been relied upon by Lenders notwithstanding any investigation heretofore or hereafter made by Lenders or on their behalf.

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ARTICLE V—BORROWER COVENANTS

Each Borrower, solely with respect to itself and the Collateral owned by such Borrower, covenants with the Lenders and the Administrative Agent that for so long as this Agreement is outstanding:

Section 5.1 Existence and Good Standing.

5.1.1 Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and corporate franchises and comply in all material respects with all Legal Requirements applicable to them and the Financed Properties. Such Borrower shall at all times maintain, preserve and protect, or cause to be maintained, preserved and protected, all franchises and trade names and preserve all the remainder of its property required for the conduct of its business and shall keep (or cause to be kept) the applicable Financed Properties in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto. Such Borrower shall keep (or cause the Tenants under each applicable Lease to keep) the Financed Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement and the Property Management Agreement.

5.1.2 Each Borrower shall maintain or cause to be maintained an office or agency in the continental United States where notices and demands to or upon such Borrower in respect of the Loan and this Agreement may be served. Each Borrower shall give prompt written notice to the Administrative Agent of the location, and any change in the location, of such office or agency.

Section 5.2 Payment of Taxes and Other Claims.

5.2.1 Such Borrower shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all material Taxes levied or imposed upon such Borrower or upon the income, profits or property of such Borrower, or shown to be due on the Tax returns filed by such Borrower, except as set forth in Section 5.2.2; provided, that such failure to pay or discharge will not cause a forfeiture of, or a Lien (other than a Permitted Encumbrance) to encumber, any property included in the Collateral. Upon the written direction of Property Manager, the Administrative Agent is authorized to pay out of the Collection Account, prior to making payments on the Loan, any such Taxes or claims which, if not paid, would cause a forfeiture or sale of, or a Lien (other than a Permitted Encumbrance) to encumber, any property included in the Collateral.

5.2.2 Any Borrower or Tenant pursuant to the terms of the applicable Lease, at its own expense, may, in good faith, contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any applicable Taxes; provided, that: (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall not be precluded by, and be conducted in accordance with the provisions of, any other instrument to which such Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable Laws;

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(iii) no applicable Financed Property nor any part thereof or interest therein would, as a result of such proceeding, reasonably be expected to be sold, forfeited, terminated, canceled or lost; (iv) such Borrower shall promptly upon final determination thereof pay, or cause to be paid, the amount of any such Taxes, together with all costs, interest and penalties which may be payable by it in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes from the applicable Financed Property; (vi) adequate reserves are being maintained with respect to such contested Taxes in accordance with GAAP; and (vii) such Borrower shall furnish such security as may be required in the proceeding to ensure the payment of any such Taxes, together with all interest and penalties thereon; provided that the Administrative Agent shall not require such Borrower to post additional security if a contest is being conducted by a Tenant under an applicable Lease (even if such Borrower has joined in such proceeding to accommodate such Tenant’s contest) if such contest is conducted in accordance with such Lease and the related tenant has provided such security as such Borrower may be entitled to require under such Lease. The Administrative Agent may transfer any such security or part thereof held by the Administrative Agent to the claimant entitled thereto at any time when the entitlement of such claimant is established.

Section 5.3 Protection of Collateral; Title to Collateral; Lien. The Borrowers will from time to time execute and deliver all such amendments and supplements hereto (subject to Sections 9.1 and Section 10.4) and all such UCC Financing Statements (if required to be executed), financing change statements, continuation statements, instruments of further assurance and other instruments (provided, however, that the Administrative Agent will be obligated to prepare or file any such supplements, statements or other instruments), and will take such other action necessary or reasonably advisable to:

(a) create a security interest more effectively in all or any portion of the Collateral;

(b) maintain or preserve the Lien (and the priority thereof) of the Mortgages and this Agreement or carry out more effectively the purposes hereof;

(c) perfect, publish notice of, or protect the validity of any Lien created or to be created by or in the Mortgages;

(d) subject to the Property Management Agreement, enforce any of the Leases included in the Collateral; or

(e) preserve and defend title to the Collateral and the rights of the Collateral Agent and the Administrative Agent, as applicable, in each case, on behalf of the Administrative Agent for the benefit of the Secured Parties, in such Collateral against the claims of all Persons and parties.

Each of the Borrowers hereby designates the Administrative Agent, its agents and attorneys-in-fact, to, following the occurrence and continuation of an Event of Default, execute and deliver any UCC Financing Statement, continuation statement or other instrument required pursuant to this Section 5.3.

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Section 5.4 Covenants.

5.4.1 For so long as the Loan is outstanding, no Borrower shall:

(a) cause or permit any sale or transfer of a legal or beneficial interest in any Financed Property, Lease or any part thereof or any other part of the Collateral, except as expressly permitted by this Agreement or the Property Management Agreement;

(b) dissolve or liquidate in whole or in part, except as provided in Section 5.6;

(c) engage, directly or indirectly, in any business other than the borrowing of the Loan and the actions contemplated or required to be performed under this Agreement or the other Loan Documents (including, for the avoidance of doubt, the carrying on of the business and purpose of the Borrowers as set forth in Section 5.4.2(a));

(d) incur, create or assume any Indebtedness other than the Loan, any obligations under any Hedge Agreement or otherwise pursuant to this Agreement or the other Loan Documents;

(e) be subject to a Voluntary Bankruptcy Action;

(f) change its State of organization, name, identity or organizational status, or otherwise amend its organizational documents in any material way, without notifying the Administrative Agent of such change in writing at least thirty (30) days prior to the effective date of such change and, in the case of a change in such Borrower’s organizational status or any such amendment, without first obtaining the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed);

(g) withdraw or direct any party to withdraw any funds from the Collection Account, other than in accordance with the terms of this Agreement or the other Loan Documents;

(h) engage in any business or activity other than as permitted under the related organizational documents and this Agreement;

(i) except as contemplated by the Loan Documents, commingle its funds or assets with those of any other Person or participate in any cash management system with any other Person;

(j) pledge its assets to or for the benefit of any other Person other than with respect to loans secured by the Financed Properties and Permitted Encumbrances, and no such pledge remains outstanding except to the Administrative Agent or the Collateral Agent, (on behalf of the Administrative Agent for the benefit of the Secured Parties), as applicable, to secure the Obligations;

(k) other than capital contributions and distributions permitted under the terms of its organizational documents, enter into or be a party to, any transaction with any of its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are commercially reasonable terms comparable to those of an arm’s-length transaction with an unrelated third party;

(l) other than through directors and officers insurance, indemnify its partners, officers, directors or members, as the case may be, in each case unless such an obligation or indemnification is fully subordinated to the Loan and shall not constitute a claim against it in the event that its cash flow is insufficient to pay the Loan; or

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(m) other than with respect to the pledge or financing of the ownership interests of any Borrower, cause or permit a direct voluntary or involuntary sale, transfer, exchange, encumbrance, pledge or assignment or any other transfer or disposition of (directly, voluntarily or involuntarily, by operation of law or otherwise, and whether for consideration or of record) any of the ownership interests in such Borrower.

Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrowers shall be permitted, directly or indirectly, whether by direct payment, distribution, contribution, or otherwise, to apply (or cause to be applied) the proceeds of the Loan for the purpose of consummating the Acquisition in accordance with the terms of the Acquisition Agreement or otherwise in a manner consistent with Section 2.2.

5.4.2 For so long as the Loan is outstanding, each Borrower covenants, that:

(a) it shall be organized solely for the purpose of acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the related Financed Property and Mortgage Loans, entering into and performing the obligations and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing;

(b) it shall not have any assets other than the Financed Properties and Mortgage Loans, the related Leases and personal property necessary or incidental to its ownership and operation of such Financed Property and Mortgage Loans, other than the Lender Approved Release Properties, Additional Financed Properties and Excluded Assets; provided that the applicable Borrower shall transfer (without representation, warranty or indemnity) any Ineligible Property that does not comply with the representations and warranties in Section 4.1.18 or otherwise could reasonably be expected to result in material liability for the related Borrower;

(c) it shall be structured as a single-member, bankruptcy-remote, special purpose Delaware limited liability company and (B) it shall have at least one Independent Member;

(d) it (A) shall maintain its financial statements, accounting records and other entity documents separate from those of any other Person; (B) show, in its financial statements, its asset and liabilities separate and apart from those of any other Person; and (C) shall not permit its assets to be listed as assets on the financial statement of any of its Affiliates except as required by GAAP; provided, however, that any such consolidated financial statement contains a note indicating that its separate assets and credit are not available to pay the debts of such Affiliate and that its liabilities do not constitute obligations of the consolidated entity;

(e) it shall not remove the Independent Member of the related Borrower without the prior written consent of the Administrative Agent;

(f) it shall have organizational documents that provide that such Borrower will not take any Voluntary Bankruptcy Action without the affirmative vote of its Independent Member;

(g) it shall hold itself out to the public as a legal entity separate and distinct from any other entity (including any Affiliate of such Borrower, any constituent party of such Borrower or any Affiliate of any constituent party);

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(h) it shall correct any known misunderstanding regarding its status as a separate entity; and

(i) it shall conduct business in its own name and not identify itself and any of its Affiliates as a division or part of the other and maintain and utilize separate stationary, invoices and checks.

Section 5.5 Delivery of Financial Statements.

5.5.1 Each Loan Party shall deliver to the Administrative Agent and the Collateral Agent, within ninety (90) days after the end of each Fiscal Year commencing with 2023, an Officer’s Certificate of such Loan Party stating that, in the course of the performance by the officer executing such Officer’s Certificate of such officer’s present duties as an officer of such Loan Party, such officer would normally obtain knowledge or have made due inquiry of employees of such Loan Party and such Loan Party’s Affiliates as to the existence of any condition or event which would constitute an Event of Default after notice or lapse of time or both and that to the best of the officer’s knowledge, (a) such Loan Party has fulfilled all of its obligations under this Agreement and the other Loan Documents in all material respects throughout such year, or, if there has been an Event of Default in the fulfillment of any such obligation in any material respect, specifying each such default known to such officer and the nature and status thereof, and (b) no Event of Default has occurred and is continuing and no condition or event that would constitute an Event of Default after notice or lapse of time or both has occurred, or, if such an event has occurred and is continuing, specifying each such event known to such officer and the nature and status thereof.

5.5.2 The Borrowers shall, or shall cause the other Credit Parties to, within ninety (90) days after the end of each fiscal year, deliver to the Administrative Agent the audited consolidated balance sheets of (i) the Limited Guarantor and its consolidated subsidiaries and (ii) the Loan Parties on a consolidated basis, in each case, as at the end of such fiscal year, together with the related audited consolidated statements of income and stockholder’s equity and cash flows, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern (other than qualifications related to the maturity of any Indebtedness within 12 months of the date of such report and future prospective compliance with any financial maintenance covenants) and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of such entities at the end of, and for, such fiscal year in accordance with GAAP and consolidated statements of liquidity of (i) Limited Guarantor and its consolidated subsidiaries and (ii) the Loan Parties on a consolidated basis, as at the end of such period. Within forty-five (45) days after the end of each of the first three quarterly fiscal periods of each fiscal year, the Borrowers shall, or shall cause the other Credit Parties to, deliver to the Administrative Agent, the unaudited consolidated balance sheets of each of (i) the Limited Guarantor and its consolidated subsidiaries and (ii) the Loan Parties, in each case as at the end of such period and the related unaudited consolidated statements of income and stockholder’s equity and cash flows for such entities 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, accompanied by a certificate of a Responsible Officer, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of such entities in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments) and consolidated statements of liquidity of (i) the Limited Guarantor and its consolidated subsidiaries and (ii) the Loan Parties on a consolidated basis, as at the end of such period.

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5.5.3 Notwithstanding anything herein to the contrary, information required to be delivered pursuant to Section 5.5.2 shall be deemed to have been delivered on the date on which such information either (A) has been posted by the Company on its website at http://www.storecapital.com (or any successor website identified in writing to the Administrative Agent) or at http://www.sec.gov or (B) has been posted on Company’s behalf on any internet or intranet website, if any, to which each the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

5.5.4 If an Event of Default has occurred and is continuing, the Administrative Agent shall have the right to review the business operations of the Company and Borrowers, including with respect to portfolio and property management, reporting practices, cash management, staffing, policies and procedures upon reasonable notice to the Company. Such review may include an accountant’s “agreed upon procedures” letter, by a “Big Four” accounting firm or other nationally recognized independent certified public accountant reasonably acceptable to the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent, to the effect that they have performed certain specified procedures as a result of which they have determined that the information in the data tape matches the information in the underlying Lease Files.

Section 5.6 Consolidation.

5.6.1 For so long as the Loan is outstanding, no Borrower may consolidate or merge with or into any other Person or convey or transfer all or substantially all of the applicable Collateral to any Person (other than as provided in the Loan Documents) without the consent of the Administrative Agent and the Lenders, unless:

(a) the Person (if other than any such Borrower) formed by or surviving such consolidation or merger or that acquires by conveyance or transfer all or substantially all of the applicable Collateral (the “Successor Person”) shall be a Person organized and existing under the Laws of the United States of America or of any State thereof, shall have expressly assumed by written instrument, and executed and delivered such written instrument to the Administrative Agent, the obligation (to the same extent as such Borrower was so obligated) to make payments of principal, interest and other amounts, as applicable, on the Loan and the obligation to perform or observe every covenant of this Agreement on the part of such Borrower to be performed or observed, all as provided herein;

(b) at the time of, and immediately after giving effect to, such transaction, no Event of Default or Early Amortization Period shall have occurred and be continuing ;

(c) any such Borrower shall have delivered to the Administrative Agent an Officers’ Certificate and an opinion of counsel, each to the effect that, such consolidation, merger, conveyance or transfer complies with and satisfies all conditions precedent set forth in this Section 5.6;

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(d) the Successor Person shall have delivered to the Administrative Agent an Officer’s Certificate stating that (i) after giving effect to such merger, consolidation, conveyance or transfer the Successor Person has good and marketable title to the applicable Collateral, free and clear of any lien or other security interest other than Permitted Encumbrances, the Lien of the related Mortgages and other security documents entered into in connection with this Agreement and any other Lien or other security interest permitted hereby, and (ii) immediately following the event which causes the Successor Person to become the Successor Person, the Administrative Agent (for the benefit of the Secured Parties) continues to have a perfected security interest in such Collateral to the extent a security interest may be created and perfected under the UCC and a valid, first priority Lien (subject to Permitted Encumbrances) in the related Financed Properties and Leases; and

(e) the Successor Person shall have delivered to the Administrative Agent an Officer’s Certificate and an opinion of counsel each stating that, with respect to a Successor Person that is a corporation, partnership or trust: such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (a) above; that the Successor Person has duly authorized the execution, delivery and performance of any Loan Document required hereunder, and such Loan Document is a valid, legal and binding obligation of the Successor Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency and other Laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, the Administrative Agent continues to have a perfected security interest in the applicable Collateral to the extent a security interest may be created and perfected under the UCC and a valid, first priority Lien (subject to Permitted Encumbrances) in the related Financed Properties and Leases.

5.6.2 Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the Collateral, the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, a Borrower under this Agreement with the same effect as if such Successor Person had been named as a Borrower herein. In the event of any such conveyance or transfer of the Collateral permitted by this Section 5.6.2, the Person named as a “Borrower” in this Agreement, or any successor that shall theretofore have become such in the manner prescribed in this Section 5.6 and that has thereafter effected such a conveyance or transfer, may be dissolved, wound up and liquidated at any time thereafter, and such Person thereafter shall be released from the Obligations.

Section 5.7 Litigation. Each Borrower shall give prompt written notice to the Administrative Agent of any litigation or governmental proceedings pending against such Loan Party which could reasonably be expected to result in a Material Adverse Change.

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Section 5.8 Default Notice. Each Borrower shall promptly advise the Administrative Agent of any Material Adverse Change or of the occurrence of any Default or Event of Default of which such Loan Party has knowledge.

Section 5.9 Cooperate in Legal Proceedings. Each Borrower shall reasonably cooperate with the Administrative Agent with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of the Administrative Agent or the Collateral Agent, in each case, on behalf of the Secured Parties hereunder or any rights obtained by the Administrative Agent or the Collateral Agent under any of the other Loan Documents and, in connection therewith, permit the Administrative Agent or the Collateral Agent, at its election, to participate in any such proceedings.

Section 5.10 Insurance Benefits. Each Borrower shall reasonably cooperate with the Administrative Agent in obtaining for the Administrative Agent (for the benefit of the Secured Parties) the benefits of any proceeds of the insurance policies lawfully or equitably payable in connection with any applicable Financed Property, subject to the rights of Tenants under the applicable Leases and the terms of the Property Management Agreement, and the Administrative Agent and the Collateral Agent shall be reimbursed for any expenses incurred in connection therewith (including reasonable attorneys’ fees and disbursements) out of such insurance proceeds.

Section 5.11 Costs of Enforcement. In the event (a) that any Mortgage encumbering any Financed Property is foreclosed in whole or in part or that any such Mortgage is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to any Mortgage encumbering any Financed Property in which proceeding the Collateral Agent is made a party, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of any Borrower or an assignment by such Borrower for the benefit of its creditors, such Borrower, its successors or assigns, shall be chargeable with and agrees to pay all reasonable costs of collection and defense, including reasonable attorneys’ fees and costs, incurred by the Collateral Agent, or such Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use Taxes.

Section 5.12 Further Acts, etc. Subject to the Limited Conditionality Provision and the last paragraph of Section 3.1, each Borrower will, at such Borrower’s expense, and without expense to the Collateral Agent or Administrative Agent, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, UCC Financing Statements or continuation statements, or financing change statements, transfers and assurances as the Administrative Agent shall, from time to time, reasonably require, for the better assuring, conveying, assigning, transferring, and confirming unto the Administrative Agent or the Collateral Agent, as applicable, the property and rights hereby deeded, mortgaged, given, granted, sold, alienated, offset, conveyed, confirmed, pledged, assigned and hypothecated or intended now or hereafter so to be, or which such Borrower may be or may hereafter become bound to convey or assign to the Collateral Agent or Administrative Agent, or for carrying out the intention or facilitating the performance of the terms of this Agreement or for filing, registering or recording this Agreement. Each Borrower will promptly execute and deliver and hereby authorizes the Administrative Agent to execute in the name of such Borrower or without the signature of such Borrower to the extent the Administrative Agent may lawfully do so, one or more

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UCC Financing Statements or other instruments, to evidence more effectively the security interest of the Administrative Agent (for the benefit of the Secured Parties) in the Collateral. Each Borrower hereby authorizes the Administrative Agent and its counsel to file any financing or continuation statements and amendments thereto, in all jurisdictions and with all filing offices as the Administrative Agent may reasonably determine are necessary to perfect the security interest granted by this Agreement. Such financing statements may describe the collateral in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property as “all assets now existing or hereafter acquired” or “all personal property now existing or hereafter acquired” or words of similar meaning. Upon foreclosure, the appointment of a receiver or any other relevant action, each such Borrower will, at the cost of such Borrower and without expense to the Collateral Agent or Administrative Agent, cooperate fully and completely to effect the assignment or transfer of any license, permit, agreement or any other right necessary or useful to the operation of the Financed Properties. Each Borrower grants to the Administrative Agent an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to the Administrative Agent at law and in equity, including, without limitation, such rights and remedies available to the Administrative Agent pursuant to this Section 5.12.

Section 5.13 Recording of Mortgages, etc. After the Closing Date, each Borrower will from time to time, cause the applicable Mortgages and any security instrument creating a Lien or evidencing the Lien thereof upon the related Financed Properties and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien or security interest upon, and the interest of the Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties) in, such Financed Properties in each case to the extent such Mortgage or instrument has not already been filed or to the extent required to maintain, preserve or protect the Lien of the Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties) therein. Each Borrower will pay all filing, registration or recording fees, and all expenses incident to the preparation, execution and acknowledgment of the applicable Mortgages and any security documents supplemental thereto, any security instrument with respect to the related Financed Properties and any instrument of further assurance, and all federal, state, provincial, territorial, county and municipal, taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of such Mortgages, any security documents supplemental thereto, any security instrument with respect to such Financed Properties or any instrument of further assurance, except where prohibited by law so to do.

Section 5.14 [Reserved].

Section 5.15 Single-Purpose Status. Each Borrower will do all things necessary to observe organizational formalities and preserve its existence, and such Borrower will not amend, modify or otherwise change the certificate of formation, limited liability company agreement, articles of incorporation and bylaws, operating agreement, certificate of organization, trust or other organizational documents of such Borrower in any manner that would affect the status of such Borrower as a single-purpose, bankruptcy-remote entity, without the prior written consent of the Administrative Agent, in its sole discretion.

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Section 5.16 [Reserved].

Section 5.17 Capitalization of the Borrowers. Each Borrower shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. The Borrowers, taken as a whole, will remain Solvent and the Borrowers, taken as a whole, will pay their respective debts and liabilities (including, as applicable, shared personnel and overhead expenses) from their assets as the same shall become due.

Section 5.18 Maintenance of Assets. Each Borrower will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any Affiliate of any constituent party, or any other Person.

Section 5.19 Independent Member. Each Borrower shall at all times cause there to be at least one (1) duly appointed member of the board of directors, managers or similar body (an “Independent Member”) of such Borrower:

5.19.1 who is a natural person;

5.19.2 who shall not have been at the time of such individual’s appointment, and shall not be at any time while serving as a member of the board of directors, managers or similar body of such Borrower and has not been at any time during the preceding five (5) years (i) a shareholder of, or an officer, director (with the exception of serving as the Independent Member of such Borrower), attorney, counsel, partner or employee of, such Borrower or any Affiliate thereof, (ii) a customer of, or supplier to, such Borrower or any Affiliate thereof, (iii) a Person Controlling or under common Control with any such shareholder, partner, supplier or customer or (iv) a member of the immediate family of any such shareholder, officer, director, partner, employee, supplier or customer;

5.19.3 who has prior experience as an independent director or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any bankruptcy laws; and

5.19.4 who has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to borrowers of structured finance lending instruments, agreements or securities.

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Notwithstanding the foregoing:

(I) an individual that otherwise satisfies the foregoing shall not be disqualified from serving as an Independent Member of a Borrower if such individual, at or prior to the time of initial appointment, or at any time while serving as an Independent Member of such Borrower:

(i) is an Independent Member of a “special purpose entity” affiliated with the related Borrower (for purposes of this paragraph, a “special purpose entity” is an entity whose organizational documents contain restrictions on its activities and impose requirements intended to preserve separateness that are substantially similar to those of such Borrower, and provided, inter alia, that it: (a) is organized for the limited purpose of owning and operating one or more properties or being an owner of one or more other entities that are so organized; (b) has restrictions on its ability to incur indebtedness, dissolve, liquidate, consolidate, merge and/or sell assets; (c) may not file voluntarily a bankruptcy petition on its own behalf or on behalf of an entity in which it has an ownership interest without the consent of its independent director; and (d) shall conduct itself and cause any entity in which it has an ownership interest to conduct itself in accordance with certain “separateness covenants,” including, but not limited to, the maintenance of its and such entity’s books, records, bank accounts and assets separate from those of any other person or entity); or

(ii) is employed by a company that provides independent director or manager services to corporations and limited liability companies, which company (either directly or through an affiliated entity) provides corporate registration or other services to such Borrower or any affiliate thereof; and

(II) such Borrower shall be entitled to pay reasonable fees to the Independent Member for his or her services as a director of such Borrower.

Section 5.20 Employees and Payment of Expenses. Each Borrower shall pay its own liabilities and expenses, including, without limitation, the salaries of its own employees, if any, out of its own funds and assets and maintain a sufficient number of employees if any are required in light of its contemplated business operations.

Section 5.21 Assumptions in Insolvency Opinion. Each Borrower shall conduct its business so that the assumptions made with respect to such Borrower in any certain substantive non-consolidation opinion of counsel, delivered in connection with this Agreement (an “Insolvency Opinion”) shall be true and correct in all material respects. Each Affiliate of a Borrower, if any, with respect to which an assumption is made in a related Insolvency Opinion will comply with all of the assumptions made with respect to it in such Insolvency Opinion.

Section 5.22 Performance.

5.22.1 Each Borrower shall in a timely manner observe, perform, enforce and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, such Borrower, or recorded instrument affecting or pertaining to the applicable Financed Properties, to the extent the failure to observe or perform the same would materially and adversely affect such Borrower’s interest in such Financed Properties, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document executed and delivered by, or applicable to, such Borrower except in accordance with the terms and provisions thereof.

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5.22.2 The Borrowers shall ensure that all cash and investment property at any time owned by the Borrowers and held as part of the Collateral is deposited and maintained in the Collection Account or any other account subject to a Deposit Account Control Agreement. The Borrowers shall not consent to the bank or securities intermediary maintaining any such account to comply with instructions or entitlement orders of any person other than the Administrative Agent. The Borrowers will ensure that the Account Bank maintaining the Collection Account or any other account held as part of the Collateral, on or promptly after the establishment of such account, executes and delivers to the Administrative Agent a Deposit Account Control Agreement with respect to such account.

5.22.3 With respect to each Financed Property, the related Borrower (i) shall observe and perform in all material respects all the obligations imposed upon the lessor under the related Lease and shall not do or permit to be done anything to impair materially the value of such Financed Property or related Lease as security, (ii) shall promptly send copies to the Administrative Agent of notices of any monetary event of default or material non-monetary events which such Borrower shall send or receive under the related Lease, (iii) shall notify the Administrative Agent in writing of any material change in the status of any tenancy at such Financed Property, including, without limitation, the vacating, surrender or going dark of any Tenant that causes such Property to be an Ineligible Property, (iv) shall, consistent with the Property Management Agreement, enforce all of the material terms, covenants and conditions contained in a related Lease upon the part of the Tenant thereunder to be observed or performed (including, without limitation, collecting financial information from each Tenant), (v) shall not execute any assignment of the lessor’s interest in a related Lease or the Monthly Lease Payments except as permitted under the Property Management Agreement, and (vi) shall not consent to any assignment of or subletting under a related Lease not in accordance with its terms or as permitted under the Property Management Agreement. No Borrower shall agree to any material modification of a related Lease except in accordance with the terms of the Property Management Agreement.

Section 5.23 Compliance With Laws. With respect to each Financed Property:

5.23.1 The related Borrower shall promptly comply, or cause the Tenants to comply, in all material respects with all federal, state and local laws, orders, ordinances, governmental rules and regulations or court orders affecting such Financed Property, or the use thereof (“Applicable Laws”), currently existing or enacted in the future. The Borrowers agree to require Tenants to ensure that the Financed Properties shall at all times strictly comply in all material respects to the extent applicable with all Laws relating to handicapped or disability access (collectively, “Access Laws”). The Borrowers agree to give prompt notice to the Administrative Agent of the receipt by any Borrower of any complaints related to material violation of any Access Laws and of the commencement of any proceedings or investigations which relate to any compliance with applicable Access Laws.

5.23.2 The Borrowers shall give prompt notice to the Administrative Agent of the receipt by any such Borrower of any written notice from a Governmental Authority related to a material violation of any Applicable Laws and of the commencement of any proceedings or investigations by a Governmental Authority which relate to compliance with such Applicable Laws.

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5.23.3 After prior written notice to the Administrative Agent, the related Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the Applicable Laws affecting any Financed Property; provided, that (i) no Event of Default has occurred and is continuing under any Mortgage or this Agreement, (ii) such Borrower is not prohibited from doing so under the provisions of any Lease, (iii) such proceeding shall not be prohibited under, and shall be conducted in accordance with, the Property Management Agreement, (iv) none of such Financed Property, any part thereof or interest therein, or such Borrower shall be affected in any materially adverse way as a result of such proceeding, (v) non-compliance with the Applicable Laws shall not impose criminal liability on such Borrower or civil or criminal liability on the Administrative Agent, and (vi) such Borrower shall have furnished, to the Administrative Agent all other items reasonably requested by the Administrative Agent.

Section 5.24 Environmental Covenants.

5.24.1 So long as the Borrowers own or are in possession of each Financed Property, the Borrowers shall keep or cause each Financed Property to be kept free from Hazardous Substances (other than Permitted Materials) and in compliance so as not to give rise to liability under any and all Laws, applicable permits and regulations pertaining to or imposing liability or standards of conduct concerning human health or the environment, including, but not limited to, environmental regulation, contamination or clean-up (collectively, “Environmental Laws”).

5.24.2 The Borrowers shall protect, indemnify, and hold harmless the Secured Parties from and against any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses. diminutions in value and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel related thereto) (collectively “Losses”), imposed upon or incurred by or asserted against any Secured Party by reason of (i) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance or asbestos on, from or affecting any Financed Properties; (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance or asbestos; (iii) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance or asbestos; and (iv) any violation of Environmental Laws, including, without limitation, the costs and expenses of any Remedial Work, reasonable attorney and consultant fees and disbursements, investigation and laboratory fees, court costs, and litigation expenses, provided however, that Borrowers shall have no such obligations in the case of each of (i) through (iv) above, to the extent that such Losses were caused: (a) by actions or omissions of any Secured Party or its successor or designee after taking title to the Financed Properties whether through foreclosure or acceptance of a deed-in-lieu of foreclosure; or (b) by any Person other than Borrowers following the termination or satisfaction of this Agreement.

5.24.3 Each Borrower shall cause its Tenants to comply, in accordance with the terms of the applicable Lease, with all Environmental Laws regarding use and occupancy of the Financed Properties, including obtaining all required material permits and authorizations, and making all required material registrations, filings and notifications with any applicable Governmental Authority, and the Borrower shall require the Tenant, to the extent required under the terms of the applicable Lease, to maintain at each Financed Property, or other such location

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agreed to by the parties, acting reasonably, all material documents and records required in accordance with Environmental Laws, including permits, licenses, orders, approvals, certificates, authorizations, codes of practice, registrations and other such environmental records relating to the operations and use of each Financed Property. Each Borrower shall keep each Financed Property free and clear of any Liens imposed pursuant to Environmental Laws.

Section 5.25 Preservation of Title. Subject to any Permitted Encumbrances, the Borrowers shall forever warrant, defend and preserve such title and the validity and priority of the Lien of any Mortgage and the other Loan Documents and shall forever warrant and defend the same to the Collateral Agent and the Administrative Agent, as applicable, against the claims of all Persons whomsoever.

Section 5.26 New Properties. With respect to any New Property acquired after the Closing Date, such Financed Property and Lease shall be acquired or entered into pursuant to the terms and provisions of this Agreement and the Property Management Agreement and in accordance with the related underwriting guidelines.

Section 5.27 Maintenance of Financed Properties. The Financed Properties shall be maintained in accordance with the terms of the Leases and the Property Management Agreement.

Section 5.28 Insurance. Each Borrower shall comply, or cause the related Tenant to comply with the Insurance Requirements.

Section 5.29 Access to Financed Properties. The Borrowers shall permit the agents, representatives and employees of the Administrative Agent to inspect the Financed Properties or any part thereof at reasonable hours upon reasonable advance notice, subject to the Leases.

Section 5.30 OFAC/AML/Anti-Corruption Laws. Each Borrower will continue to be in compliance in all material respects with all applicable Sanctions, Money Laundering Laws, and Anti-Corruption Laws.

Section 5.31 Use of Proceeds. The Borrowers shall use the Loan for the Acquisition.

Section 5.32 Further Assurances. The Borrowers agree to take such action not adversely affecting the Borrowers, including but not limited to entering into one or more amendments to the related Loan Documents and to furnishing such documents and information as (i) any Lender may reasonably request in connection with any permitted assignment or participation of all or any portion of the Loan and/or (ii) the Administrative Agent may reasonably request in connection with the obtaining or the maintenance of any rating by any rating agency, provided that none of the Borrowers or any of their Affiliates shall be required to engage any rating agency in connection with the Loan or incur any fees or out-of-pocket expenses with respect to any rating agency rating of or proposal to rate the Loan unless the Administrative Agent directs the Borrowers to undertake such engagement and agrees to reimburse the Borrowers and all other parties (and their respective counsel) for all fees and any out-of-pocket expenses related thereto.

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Section 5.33 Post-Closing Deliverables. To the extent any guarantee, insurance certificate or endorsement, tenant SNDA, lien search, any Collateral or any security interest therein, including the perfection of any security interest, in each case required pursuant to this Agreement or any Loan Document is not delivered on or before the Closing Date, such items shall be entered into, obtained, delivered or perfected, as applicable, within the Initial Cure Period (or such later date as may be agreed by the Administrative Agent in its sole discretion). Without limiting the foregoing or any other provision of this Agreement or any Loan Document, the Borrowers shall deliver the following to the Administrative Agent within the Initial Cure Period, that certain certificate of insurance naming the Administrative Agent as an additional insured under the Property Manager’s errors and omissions insurance, as set forth in Section 3.06(c) of the Property Management Agreement.

Section 5.34 Other Rights, etc. It is agreed that the risk of loss or damage to any Financed Property is on the Borrower, and neither the Payment Agent nor the Collateral Agent shall have any liability whatsoever for decline in value of the Financed Property or for failure to determine whether insurance in force is adequate as to the amount of risks insured. Possession by the Collateral Agent shall not be deemed an election of judicial relief, if any such possession is requested or obtained, with respect to any Financed Property or any other Collateral and not in the Collateral Agent’s possession.

ARTICLE VI—PAYMENT AGENT

Section 6.1 Resignation of Payment Agent. The Payment Agent may: (i) terminate its obligations as Payment Agent under this Agreement (subject to the terms set forth herein) upon at least thirty (30) days’ prior written notice to the Borrowers, the Lenders and the Administrative Agent; provided, however, that, without the consent of the Administrative Agent (in each case, with such consent not to be unreasonably withheld, conditioned or delayed) and, so long as no Event of Default has occurred and is continuing, the Borrowers, such resignation shall not be effective until a successor Payment Agent reasonably acceptable to the Administrative Agent shall have accepted appointment as Payment Agent pursuant hereto and shall have agreed to be bound by the terms of this Agreement; or (ii) be removed at any time by written demand of the Administrative Agent, acting reasonably, upon thirty (30) days’ notice delivered to the Payment Agent, the Lenders and the Borrowers; provided, however, that, such removal shall not be effective until the appointment of a successor Payment Agent reasonably acceptable to the Administrative Agent. In the event of such termination or removal, the Administrative Agent shall make reasonable efforts to appoint a successor Payment Agent. If, however, a successor Payment Agent is not appointed by the Administrative Agent within thirty (30) days after the giving of a notice of resignation by the resigning Payment Agent the resigning or removed Payment Agent may petition a court of competent jurisdiction for the appointment of a successor Payment Agent, and the reasonable and documented external cost of such petition shall be an expense of the Borrowers.

Section 6.2 Register. The Payment Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in the United States a register for the recordation of the names and addresses of the Lenders, and the Loans of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”) as is necessary to establish that such Loan is in registered form under Section 5f.103-1(c) and Proposed Section 1.163-5(b) of the Treasury Regulations (or, in each case, any successor or amended version). The entries in the Register shall be conclusive absent manifest error, 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. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

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Section 6.3 Rights of the Payment Agent. In connection with this Agreement, the Payment Agent shall be entitled to the benefit of Section 15 of the Collateral Agency Agreement limiting the liability of, limiting the obligations of, or affording rights, defenses, exculpations, benefits, protections, privileges, immunities or indemnities to the Collateral Agent as if it were expressly set forth for the benefit of the Payment Agent herein, mutatis mutandis.

ARTICLE VII—THE ADMINISTRATIVE AGENT

Section 7.1 Authorization and Action.

7.1.1 Each Lender hereby designates and appoints Credit Suisse AG, Cayman Islands Branch (and Credit Suisse AG, Cayman Islands Branch accepts such designation and appointment) as Administrative Agent hereunder and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Lenders and Administrative Agent does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any other party hereto or any of their respective successors or assigns; provided that, notwithstanding the foregoing, the parties hereto agree that the Administrative Agent shall act for and on behalf of all Secured Parties and with respect to all Obligations in its capacities as “Noteholder” under (and as defined in) the Collateral Agency Agreement. The Administrative Agent shall not be required to take any action which exposes it to personal liability or which is contrary to this Agreement or Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations, provided that the Administrative Agent shall retain all necessary authority to execute, deliver, file and record any release, document or other instrument and take such action that may be necessary or that the Borrowers may request, to evidence the release by the Administrative Agent of the Borrowers from the Obligations and such Borrower’s Liens created hereunder.

7.1.2 Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent.

7.1.3 Where the Administrative Agent is required to exercise judgment or make a determination or calculation hereunder, each such judgment, determination or calculation shall be made in good faith and in a commercially reasonable manner.

Section 7.2 Delegation of Duties. The Administrative Agent may execute any of its duties under any of the Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

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Section 7.3 Exculpatory Provisions. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own gross negligence, bad faith or willful misconduct or, in the case of the Administrative Agent, the breach of its obligations expressly set forth in this Agreement) or (ii) responsible in any manner to any of the Secured Parties for any recitals, statements, representations or warranties made by any Borrower, the Property Manager, or any other party in this Agreement or in any other Loan Document or any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or any other Loan Document to which it is a party for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of any Credit Party or the Property Manager to perform any of their respective obligations hereunder or any Loan Document, or for the satisfaction of any condition specified herein or therein. The Administrative Agent shall not be under any obligation to any Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of any Credit Party or the Property Manager.

Section 7.4 Reliance.

7.4.1 The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, written statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Administrative Agent), independent accountants and other experts selected by the Administrative Agent.

7.4.2 The Administrative Agent shall be fully justified in failing or refusing to take any action under any of the Loan Documents unless it shall first receive such advice or concurrence of the Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders, on a several basis, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.

7.4.3 The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Loan Documents in accordance with a request of the Majority Lenders with respect to matters over which the Majority Lenders are granted discretion under this Agreement (or if any matter requires consent or direction of the Majority Lenders and such consent or direction is not provided), and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Lenders.

7.4.4 The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless it has received written notice thereof from a Credit Party, the Property Manager or a Secured Party. In the event that the Administrative Agent receives such a notice, it shall promptly give notice thereof to each Lender. The Administrative Agent shall take such action with respect to such event as shall be reasonably directed in writing by the Majority Lenders.

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Section 7.5 Non-Reliance on Agent. Each Lender expressly acknowledges that neither the Administrative Agent, the Collateral Agent, nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent or the Collateral Agent hereafter taken, including any review of the affairs of any Credit Party or the Property Manager shall be deemed to constitute any representation or warranty by the Administrative Agent or the Collateral Agent to the Lenders. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, and based on such documents and information as it has deemed appropriate, made its own appraisal of an investigation into the business, operations, property, financial and other condition and creditworthiness of the Credit Parties or the Property Manager and the Collateral and made its own decision to make the Loan hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or the Collateral Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking or not taking action under any of the Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Credit Parties and the Property Manager and the Collateral. Except for notices, reports and other documents received by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Credit Party, the Property Manager or the Collateral which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Section 7.6 Indemnification. Each Lender agrees to indemnify, severally, in proportion to each such Lender’s then-applicable pro rata share of the Loan, the Administrative Agent, as such (without limiting the obligation (if any) of the Borrowers to reimburse such party for any such amounts), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including at any time following the payment of the obligations under this Agreement) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of this Agreement, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Administrative Agent, the Custodian or the Collateral Agent, as applicable, under or in connection with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of the Administrative Agent resulting from its own gross negligence or willful misconduct. The provisions of this Section 7.6 shall survive the payment of the obligations hereunder, the termination of this Agreement, and any resignation or removal of the Administrative Agent.

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Section 7.7 Administrative Agent in its Individual Capacity. The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Credit Party, the Property Manager and any other party to a Loan Document as though it were not the Administrative Agent hereunder. None of the provisions to this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

Section 7.8 Successor Agents. The Administrative Agent may resign as Administrative Agent upon thirty (30) days’ notice to each Lender, the Collateral Agent and the Borrower with such resignation becoming effective upon a successor agent succeeding to the rights, powers and duties of the Administrative Agent pursuant to this Section 7.8. In addition, the Majority Lenders may remove the Administrative Agent upon thirty (30) days’ notice to the Administrative Agent, the Collateral Agent, each Lender and the Borrowers upon a finding that the Administrative Agent has materially breached its duties hereunder, which notice shall set forth with specificity the nature and dates of any such material breaches. If the Administrative Agent shall resign or be removed under this Agreement, then the Majority Lenders shall appoint a successor administrative agent, which may be a Lender, and, if not a Lender, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed). Any successor administrative agent shall succeed to the rights, powers and duties of resigning Administrative Agent, and the term “Administrative Agent” shall mean such successor administrative agent effective upon its appointment, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of the former Administrative Agent or any of the parties to this Agreement. After the retiring Administrative Agent’s resignation as Administrative Agent or the removal of the Administrative Agent as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Section 7.9 Amendments. Except as otherwise expressly provided in this Agreement or any other Loan Document, including in Section 2.3.3 (and the definitions referenced in Section 2.3.3) and Section 3.1, to the extent that any Loan Document requires the Administrative Agent’s or a Lender’s consent to amend, modify, supplement or restate any such Loan Document, the applicable Borrower shall obtain the Majority Lender’s consent prior to any such amendment, waiver or other modification, supplement or restatement; provided, however, that (i) consent to any Change of Control shall require the approval of the Lenders, and (ii) no amendment, modification, supplement or restatement described in any of the following clauses (a) to (i) inclusively, shall be permitted, without the written consent of each Lender adversely affected thereby:

(a) alter or change the commitment of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the commitment of any Lender);

(b) extend the Facility Termination Date;

(c) postpone any date scheduled for, or reduce the amount of, any payment of principal or interest owing to such Lender hereunder or change the order of the application of available funds specified herein to such Lender;

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(d) reduce (absent payment thereof) the outstanding Loan Amount applicable to such Lender, the rate of interest thereon, any amount payable to such Lender or the currency applied to amounts due and payable to such Lender in respect of the outstanding Loan Amount held by such Lender;

(e) waive, alter or change of any of the conditions precedent for the addition of New Properties as set forth in Section 3.3 or in the definition of “Maximum Property Concentration” (except for any Approved Maximum Property Concentration Modification);

(f) alter or change such Lender’s consent rights with respect to waiver of an Event of Default or acceleration of the Loan as set forth in Section 8.2 and Section 8.3;

(g) change any provision of Section 2.7, Section 2.13, this Section 7.9, or the definition of “Pro Rata Share”;

(h) release any Credit Party, the Property Manager, or any Collateral from the provisions of any Loan Document, except as permitted herein or in any Loan Document; or

(i) permit any sale or transfer of a legal or beneficial interest in any Financed Property, Lease or any part thereof or any other part of the Collateral, except as permitted herein or in any Loan Document.

Notwithstanding anything herein or in any other Loan Document to the contrary, amendments, restatements, replacements, supplements or modifications to (i) the Deposit Account Control Agreements shall only require the consent of the Account Bank, the Administrative Agent, and the Borrowers party thereto and (ii) the Exit Fee Side Letter shall only require the consent of the parties thereto.

Section 7.10 Subordination. Without the prior consent of the Lenders, the Administrative Agent shall not enter into any agreement providing for the subordination of the Loan to any other interest which would constitute a Lien against the Property (provided, however, approval of the Administrative Agent only (and not unanimous approval of the applicable Lenders) shall be required for subordination of the deed of trust or mortgage to a non-monetary encumbrance (e.g., an easement)).

Section 7.11 Release of Collateral. The Administrative Agent, the Collateral Agent, the Lenders, and each other Secured Party, by obtaining the benefits of this Agreement, hereby authorizes and directs each of the Administrative Agent and the Collateral Agent, as applicable, to release, and each of the Administrative Agent and the Collateral Agent shall release, any Lien held by the Administrative Agent or the Collateral Agent:

(a) with respect to all of the Collateral in accordance with Section 2.8; and

(b) with respect to any part of the Collateral in accordance with Section 2.9 or the terms of any other Loan Document.

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Section 7.12 Release of Credit Parties. The Administrative Agent, the Collateral Agent, the Lenders, and each other Secured Party, by obtaining the benefits of this Agreement, hereby authorizes and directs each of the Administrative Agent and the Collateral Agent, as applicable, to automatically release, and each of the Administrative Agent and the Collateral Agent shall release, (i) any Borrower from the Obligations in accordance with Section 2.10, (ii) the Company from its obligations under the Limited Guaranty in accordance with the terms thereof and (iii) any Credit Party as otherwise required by this Agreement or any other Loan Document.

ARTICLE VIII—EVENTS OF DEFAULT

Section 8.1 Events of Default.

8.1.1 Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(a) any Borrower shall fail to pay (i) any principal of the Loan outstanding when due in accordance with the terms hereof, (ii) any interest on the Loan outstanding within two (2) days after any such interest becomes due in accordance with the terms hereof, or (iii) within five (5) Business Days of the date the Borrower or any other Loan Party has received notice of such failure from the Administrative Agent or any Lender, any other amount due hereunder or under any other Loan Document, including, without limitation, any fees, expenses or indemnities after any such payment is due in accordance with the terms hereof or any such other Loan Document;

(b) (i) Any Borrower fails to perform or comply with any covenant contained in Section 5.4, Section 5.6, Section 5.30, Section 5.31, or Section 5.32 of this Agreement or (ii) any Borrower or any other Credit Party fails to perform or comply with any other term or condition contained in this Agreement or any other Loan Document, and which is not otherwise referenced in this Section 8.1.1 and such failure specified in this clause (ii) shall continue for a period of fifteen (15) days after the earlier to occur of (1) the date upon which a Responsible Officer of any Credit Party has actual knowledge of such failure and (2) the date upon which written notice thereof is given to the Borrowers by the Administrative Agent or any Lender;

(c) if any representation or warranty made by any Credit Party herein, in any other Loan Document or in any certificate furnished to Lenders in writing pursuant hereto or thereto shall have been false or misleading in any material respect (or any respect if such representation or warranty is qualified by “in all material respects” or another materiality qualifier, in all respects) as of the date the representation or warranty was made, and such breach is not cured within twenty (20) days after the earlier to occur of (1) the date upon which a Responsible Officer of any Credit Party has actual knowledge of such failure and (2) the date upon which written notice thereof is given to the Borrowers by the Administrative Agent or any Lender; provided, that a breach of any such representation and warranty with respect to a Financed Property shall not constitute an Event of Default hereunder if the Borrowers comply (or are in the process of complying) with the provisions of Section 2.5.4 within the time periods required thereunder;

(d) if any Bankruptcy Action with respect to any Credit Party shall have occurred;

(e) in the event that a Hedging Trigger Event has occurred, any failure by the Borrowers to obtain and/or maintain any Hedge Agreement or Replacement Hedge Agreement, as applicable (in each case, after giving effect to the applicable grace period as set forth in Section 2.3.8) in compliance with the provisions of Section 2.3.8 hereof;

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(f) the failure by the Limited Guarantor to be in compliance with the Financial Covenants;

(g) a Change of Control shall have occurred with respect to which consent was not previously obtained from the Lenders;

(h) the Collateral Agent or the Administrative Agent, as applicable, on behalf of the Secured Parties shall fail to have a valid and enforceable first priority security interest in a material portion of the Collateral, in each case subject only to Permitted Encumbrances; provided that, if susceptible of cure, no Event of Default shall arise pursuant to this clause (h) until the continuation of such failure unremedied for a period of five (5) Business Days after the date upon which a Responsible Officer of any Credit Party has actual knowledge of such failure or upon which written notice thereof is given to a Credit Party by the Administrative Agent or any Lender;

(i) the Credit Parties shall fail to pay or cause to be paid, on or prior to the date that is 60 days after the entry thereof, any final and non-appealable judgment or order for the payment of money rendered against any Credit Party by any court or other tribunal, in an aggregate amount for which insurance has been denied by the applicable insurance carrier or that is not covered by valid third party indemnification from a third party which is Solvent, in excess of $100,000,000 in the case of the Company and $2,000,000 in the case of any Loan Party;

(j) failure by any Loan Party to be treated as a disregarded entity for U.S. federal income tax purposes;

(k) any Loan Party or Property Manager shall have become an “investment company”, or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act;

(l) any Credit Party (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness having a principal amount outstanding, individually or in the aggregate, in excess of $100,000,000 in the case of the Company and $2,000,000 in the case of any Loan Party (in each case other than Indebtedness owed to the Lenders under the Loan Documents or intercompany Indebtedness), in each case beyond the grace or cure period, if any, provided in the instrument or agreement under which such Indebtedness was created, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, in each case, the effect of which default or other event is to cause (after the expiration of any grace or cure period) the holder or holders of such Indebtedness to cause such Indebtedness to be accelerated, demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise); provided that this clause (l) 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;

(m) Monthly DSCR is less than 1.00;

(n) an Early Amortization Period is in effect and continuing for three (3) consecutive Determination Dates;

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(o) a Servicer Replacement Event shall have occurred and not been cured or a replacement Property Manager shall not have been appointed in accordance with the Property Management Agreement; provided, that if the Borrowers have commenced and are diligently proceeding with the cure of such event to the reasonable satisfaction of the Administrative Agent, the Administrative Agent may in its sole discretion grant an additional fifteen (15) days (or such longer period agreed in its discretion) to cure such event; or

(p) if Lenders fund the Loan on the Closing Date and the Acquisition is not consummated, including by reason of the failure by Ivory REIT to fund the purchase price under the Acquisition Agreement.

8.1.2 Upon the occurrence and during the continuance of an Event of Default (other than an Event of Default described in Section 8.1.1(d) above), and subject to any applicable notice, knowledge and cure periods, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Administrative Agent may (and shall, at the direction of the Lenders) take such action, without notice or demand, that Administrative Agent deems advisable (or is directed to take by the Lenders) to protect and enforce the rights of the Secured Parties against any Loan Party and in and to all or any Property, including, without limitation, at the direction of the Lenders, declaring the Debt to be immediately due and payable, and Administrative Agent may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against any Loan Party and any or all of the Collateral, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in Section 8.1.1(d) above, the Debt and other obligations of each Loan Party hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and each Loan Party hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2 Remedies.

8.2.1 Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Administrative Agent and Lenders against any Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, such Borrower or at law or in equity may be exercised by Administrative Agent at any time and from time to time, whether or not (to the extent permitted by Law) all or any of the Debt shall be declared due and payable, and whether or not Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any part of any Property or other Collateral. Any such actions taken by Administrative Agent shall be cumulative and concurrent and may be pursued independently, singularly, successively, together or otherwise, at such time and in such order as Administrative Agent may determine in its sole discretion, to the fullest extent permitted by Law, without impairing or otherwise affecting the other rights and remedies of Administrative Agent permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, each Borrower agrees that if an Event of Default is continuing, subject to applicable notice, knowledge and cure periods, (i) neither the Administrative Agent nor Collateral Agent shall be subject to any “one action” or “election of remedies” law or rule, and (ii) all Liens, other security

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interests and other rights, remedies or privileges provided to Administrative Agent or Collateral Agent, shall remain in full force and effect until Lenders have exhausted all of their remedies against the Properties and personal property of the Borrowers and each Mortgage and other security interest created in favor of the Collateral Agent in connection with this Agreement has been (as applicable) foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

8.2.2 With respect to Borrowers and the Financed Properties, nothing contained herein or in any other Loan Document shall be construed as requiring Administrative Agent or Collateral Agent to resort to any Financed Property or other Collateral for the satisfaction of any of the Debt in any preference or priority to any other Financed Property or other Collateral, and during the continuation of an Event of Default, Administrative Agent or Collateral Agent may seek satisfaction out of all of the Financed Properties or other Collateral, or any part thereof, in its absolute discretion in respect of the Debt. In addition, during the continuation of an Event of Default, Administrative Agent shall have the right to instruct the Collateral Agent from time to time to partially foreclose the Mortgages in any manner and for any amounts secured by the Mortgages then due and payable as determined by Administrative Agent on behalf of the Lenders in its sole discretion including, without limitation, the following circumstances: (i) in the event any Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Administrative Agent may foreclose one or more of the Mortgages to recover such delinquent payments or (ii) in the event Administrative Agent, at the direction of the Lenders, elects to accelerate less than the entire outstanding principal balance of the Loan, Administrative Agent may foreclose one or more of the Mortgages to recover so much of the principal balance of the Loan as Administrative Agent may accelerate and such other sums secured by one or more of the Mortgages as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the Properties shall remain subject to the Mortgages to secure payment of sums secured by the Mortgages and not previously recovered.

8.2.3 Following the occurrence of and during the continuance of an Event of Default, subject to applicable notice, knowledge and cure periods, Administrative Agent shall have the right from time to time to sever any Note and the other Loan Documents into one or more separate notes, mortgages and other security documents (the “Severed Loan Documents”) in such denominations as Administrative Agent shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrowers shall execute and deliver to Administrative Agent from time to time, promptly after the request of Administrative Agent, a severance agreement and such other documents as Administrative Agent shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Administrative Agent. Upon the occurrence and during the continuance of an Event of Default, each Borrower hereby absolutely and irrevocably appoints Administrative Agent as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, each Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Administrative Agent shall not make or execute any such documents under such power until three (3) days after written notice has been given to each Borrower by Administrative Agent of Administrative Agent’s intent to exercise its rights under such power. Borrowers shall be obligated to pay any reasonable and documented out-of-pocket costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents to

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the extent reimbursable in accordance with Section 10.14, and the Severed Loan Documents shall not increase Borrowers’ obligations or diminish Borrowers’ rights as set forth in the Loan Documents or contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by the Borrowers only as of the Closing Date or such other date expressly provided in the applicable Loan Documents.

Section 8.3 Remedies Cumulative; Waivers. The rights, powers and remedies of Administrative Agent under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Administrative Agent may have against Borrowers pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Administrative Agent’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Administrative Agent may determine in Administrative Agent’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon and during the continuation of an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to any Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by any Borrower or to impair any remedy, right or power consequent thereon. Notwithstanding anything to the contrary herein, a waiver of an Event of Default pursuant to Section 8.1.1 shall, (i) in the event there are two (2) Lenders require the prior consent of each such Lender, and (ii) in the event there are three (3) or more Lenders, require the prior consent of the Majority Lenders.

ARTICLE IX—SPECIAL PROVISIONS

Section 9.1 Successor and Assigns; Participations.

9.1.1 Generally. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders. Except as provided in Section 5.6, neither the Borrower’s rights or obligations hereunder, nor any interest therein may be assigned or delegated by it without the prior written consent of all Lenders. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Administrative Agent and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

9.1.2 Right to Assign. Following the full funding of the Loan Amount on the Closing Date, any Lender, may, in its sole discretion, assign or tranche all or a portion of its rights and obligations under this Agreement to any bank, commercial paper conduit, institutional investor or other entity without the consent of any Loan Party; provided that the parties to each such assignment shall execute and deliver to the Administrative Agent an assignment agreement (which shall include an assignment of the Exit Fee Side Letter) and any applicable Tax forms. Notwithstanding anything to the contrary contained herein, solely to the extent that no Event of Default has occurred and is continuing, no Lender shall transfer all or any portion of its rights or obligations under this Agreement to any Disqualified Party without the prior written consent of the Borrowers.

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9.1.3 Mechanics. The assigning Lender and the assignee thereof shall execute and deliver to the Administrative Agent an assignment agreement, together with such forms, certificates or other evidence, if any, with respect to income Tax withholding matters as the assignee under such assignment agreement may be required to deliver to the Administrative Agent (including any Tax forms or other documentation required to be delivered under Section 2.3.4).

9.1.4 Notice of Assignment. Upon the Administrative Agent’s receipt and acceptance of a duly executed and completed assignment agreement and any forms, certificates or other evidence required by this Agreement in connection therewith, the Administrative Agent shall (i) give prompt notice of such assignment to the Borrowers and the Payment Agent, and (ii) maintain a copy of such assignment agreement. The Payment Agent shall reflect such assignment in the Register.

9.1.5 Representations and Warranties of Assignee. Each Lender, upon execution and delivery of this Agreement or upon executing and delivering an assignment agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable “Effective Date” (as defined in the applicable assignment agreement) that (i) it has experience and expertise in the making of or investing in commitments or loans such as the Loans; and (ii) it will make or invest in Loans for its own account in the ordinary course of its business and without a view to distribution of such Loans within the meaning of the Securities Act or the Exchange Act or other federal securities Laws (it being understood that, subject to the provisions of this Section 9.1, the disposition of such Loans or any interests therein shall at all times remain within its exclusive control).

9.1.6 Effect of Assignment. Subject to the terms and conditions of this Section 9.1, as of the “Effective Date” specified in the applicable assignment agreement: (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to such assignment agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such assignment agreement, relinquish its rights (other than any rights which survive the termination hereof under Section 10.14) and be released from its obligations hereunder (and, in the case of an assignment agreement covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto and shall cease to be entitled to any payment or other right under any Note); provided, anything contained in any of the Loan Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising prior to the effective date of such assignment; and (iii) if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to the Administrative Agent for cancellation, and thereupon the Borrowers shall issue and deliver a new Note, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new and/or outstanding Loans of the assignee and/or the assigning Lender.

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9.1.7 Participations. Any Lender may at any time, without the consent of the Borrowers, sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement; provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) each Borrower shall continue to deal solely and directly with Administrative Agent and/or Lenders in connection with such Borrower’s rights and obligations under this Agreement; provided, further, that, unless an Event of Default has occurred and is continuing, no Lender may sell any participations to any Disqualified Party without the prior written consent of the Borrowers. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) or Proposed Section 1.163-5(b) of the Treasury Regulations (or, in each case, any successor or amended version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The Borrower agrees that each participant shall be entitled to the benefits of Section 2.3.3 (subject to the requirements and limitations therein, including the requirements under Section 2.3.4 (it being understood that the documentation required under Section 2.3.4 shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided, a participant shall not be entitled to receive any greater payment under Section 2.3.3 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant. Upon the exercise of any assignment or participation, the Borrowers shall use commercially reasonable efforts to cooperate with the Lenders and any intended participant or assignee thereof (in each case to the extent it is not a Disqualified Party), as may be reasonably requested by such Lenders, to effect the exercise of such option.

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

Section 9.2 Exculpation. Except as expressly provided in this Section 9.2, the Administrative Agent shall not enforce the liability and obligation of Borrowers to perform and observe the obligations contained in the Notes, this Agreement, the Mortgages or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrowers, except that the Administrative Agent may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable the Administrative Agent to enforce and realize upon its interest (on behalf of the Secured Parties) under the Notes, this Agreement, the Mortgages and the other Loan Documents, or in the Properties, the Rents, or

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any other collateral given to the Administrative Agent or the Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties) pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrowers only to the extent of each Borrower’s interest in its Property, in the Rents and in any other collateral given to the Administrative Agent or the Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties), and each Lender, by accepting the Notes, this Agreement, the Mortgage and the other Loan Documents, agrees that the Administrative Agent shall not sue for, seek or demand any deficiency judgment or any other money judgment against any direct or indirect member, manager, shareholder, partner, beneficiary or other owner of beneficial ownership interests in Borrowers, or any director, officer, employee, trustee or agent or any of the foregoing (each, an “Exculpated Party” and, collectively, the “Exculpated Parties”), in any such action or proceeding under or by reason of or under or in connection with the Notes, this Agreement, the Mortgages or the other Loan Documents. The provisions of this Section 9.2 shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of the Administrative Agent to name any Borrower as a party defendant in any action or suit for foreclosure and sale under such Borrower’s related Mortgage; (c) affect the validity or enforceability of or any guaranty made in connection with the Loan or any of the rights and remedies of the Administrative Agent or the Lenders thereunder; (d) impair the right of the Administrative Agent to obtain the appointment of a receiver; (e) impair the enforcement of any of the Assignments of Leases; (f) constitute a prohibition against the Administrative Agent (on behalf of the Secured Parties) to seek a deficiency judgment against any Borrower in order to fully realize the security granted by it under its applicable Mortgage or to commence any other appropriate action or proceeding in order for the Administrative Agent or Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties) to exercise their remedies against all of the Properties; or (g) constitute a waiver of the right of Lenders to enforce the liability and obligation of Borrowers, by money judgment or otherwise, to the extent of any loss, damage, cost, expense, liability, claim or other obligation incurred by Lenders (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following:

(i) fraud or intentional misrepresentation by the Limited Guarantor, any Loan Party or any subsidiary or Affiliate of the Limited Guarantor or any Loan Party in connection with the Loan, the Collateral or any Loan Document;

(ii) the willful misconduct, bad faith or gross negligence of the Limited Guarantor, any Loan Party or any subsidiary or Affiliate of the Limited Guarantor or any Loan Party in connection with the Loan, the Collateral or any Loan Document;

(iii) the breach by any Loan Party of any representation, warranty, covenant or indemnification provision in any Loan Document concerning Environmental Laws, Hazardous Substances or asbestos and any indemnification of the Administrative Agent, any Lender or Collateral Agent with respect thereto in any such Loan Document;

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(iv) the misapplication, misappropriation or conversion by any Loan Party or any Affiliate of any Loan Party of any collections or proceeds with respect to any Collateral, including the proceeds of any related insurance payable to any Borrower or funds received by any Borrower for payment of taxes or any other amounts, in each case to the extent required to be deposited into the Collection Account or any other account established and maintained pursuant to the Loan Documents;

(v) any intentional material waste of any Financed Property;

(vi) the sale, conveyance or other disposition of any Financed Property or conveyance or release of any Financed Property in breach of any Loan Document;

(vii) any Loan Party fails to obtain Administrative Agent’s prior written consent to any incurrence of any debt not permitted under the Loan Documents;

(viii) the imposition of any consensual Lien or other encumbrance on any Financed Property or other Collateral other than that which is expressly permitted under the terms of the Loan Documents; or

(ix) any litigation or other legal proceeding related to the Collateral or the other obligations of the Loan Parties or the Limited Guarantor pursuant to the Loan Documents filed by a Loan Party, the Company or any subsidiary or Affiliate of any Loan Party or the Company that delays, opposes, impedes, obstructs, hinders, enjoins or otherwise interferes with or frustrates the efforts of the Administrative Agent to exercise any rights and remedies available to the Administrative Agent as provided in the Loan Documents, in each case if filed in bad faith (and expressly excluding any good faith assertion of rights, defense or counterclaims).

Notwithstanding anything to the contrary in this Agreement, the Notes or any of the Loan Documents, (A) Lenders shall not be deemed to have waived any right which Lenders may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code (or any equivalent provision under any other applicable Law) to file a claim for the full amount of the Debt secured by the Mortgages and other security interests granted in connection with this Agreement or to require that all collateral shall continue to secure all of the Debt owing to Lenders in accordance with the Loan Documents, and (B) the Debt shall be fully recourse to Borrowers (i) in the event of: (a) the Loan Parties cease to be controlled by the Limited Guarantor, in each case to the extent constituting a violation of the Loan Documents that constitutes an Event of Default (other than a violation of any required notice or other administrative requirements); (b) any Loan Party files a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy law; (c) any Loan Party or any Affiliate of any Loan Party, files, or joins in the filing of, an involuntary petition against any Loan Party under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or solicits or causes to be solicited (or if any Loan Party otherwise colludes with) petitioning creditors for any involuntary petition against any Loan Party from any person other than a petition filed by the Administrative Agent or any Lender; (d) any Loan Party files an answer consenting to or joining in any involuntary petition filed against any Loan Party by any other person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any

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involuntary petition against any Loan Party from any Person other than a petition filed or joined by the Administrative Agent or any Lender; (e) any Loan Party or any Affiliate of any Loan Party consents to or joins in an application for the appointment of a custodian, receiver, trustee, or examiner for any Loan Party or any portion of the Collateral other than if required by the Administrative Agent or a Lender; or (f) any Loan Party making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due; (ii) if the first full monthly payment of principal and interest on the Loan is not paid when due (subject to any applicable cure period); (iii) if any Loan Party fails to permit on-site inspections of its Property, fails to provide financial information, fails to maintain its status as a “special purpose entity” or fails to appoint a new property manager upon the request of Lenders as and if permitted under this Agreement, each as required by, and in accordance with, the terms and provisions (including any applicable notice and cure provisions) of this Agreement or the Mortgages; (iv) if any Loan Party fails to obtain Lenders’ prior written consent to any Indebtedness or voluntary Lien encumbering its Property as and if required by, and in accordance with the terms and provisions (including any applicable notice and cure provisions) of this Agreement; or (v) if any Loan Party fails to obtain Lenders’ prior written consent to any transfer as and if required by this Agreement or the Mortgages.

Section 9.3 Contributions and Waivers.

9.3.1 As a result of the transactions contemplated by this Agreement, each Property Owner will benefit, directly and indirectly, from each Property Owner’s obligation to pay the Debt and in consideration therefor each Property Owner desires to enter into an allocation and contribution agreement among themselves as set forth in this Section 9.3 to allocate such benefits among themselves and to provide a fair and equitable agreement to make contributions among each Property Owner in the event any payment is made by any Property Owner hereunder to Lenders (such payment being referred to herein as a “Contribution,” and for purposes of this Section 9.3.1, includes any exercise of recourse by the Administrative Agent or the Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties) against any Collateral of a Property Owner and application of proceeds of such Collateral in full or partial satisfaction of such Borrowers’ Obligations).

9.3.2 Each Property Owner shall be liable hereunder with respect to the Debt only for such total maximum amount (if any) that would not render its obligations hereunder or under any of the Loan Documents subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any federal, state, provincial or territorial law.

9.3.3 In order to provide for a fair and equitable contribution among each Property Owner in the event that any Contribution is made by a Property Owner (a “Funding Borrower”), such Funding Borrower shall be entitled to a reimbursement Contribution (“Reimbursement Contribution”) from all other Property Owners for all payments, damages and expenses incurred by that Funding Borrower in discharging any of the Debt, in the manner and to the extent set forth in this Section 9.3.

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9.3.4 For purposes hereof, the “Benefit Amount” of any Property Owner as of any date of determination shall be the net value of the benefits to such Property Owner (as measured by the difference of the value of the Properties owned by the other Property Owners, less the portion of the Loan proceeds received by such other Property Owners) resulting from the other Property Owners having guaranteed or mortgaged their Properties to secure the Debt of such Property Owner to Lenders.

9.3.5 Each Property Owner shall be liable to a Funding Borrower in an amount equal to ninety-five (95%) of the excess of the fair saleable value of the property of such Property Owner over the total liabilities of such Property Owner (including the maximum amount reasonably expected to become due in respect of contingent liabilities) determined as of the date on which the payment made by a Funding Borrower is deemed made for purposes hereof (giving effect to all payments made by other Funding Borrowers as of such date in a manner to maximize the amount of such Contributions); provided, however, that no such Property Owner shall be liable to a Funding Borrower in an amount exceeding the Benefit Amount relating to such Property Owner.

9.3.6 In the event that at any time there exists more than one Funding Borrower with respect to any Contribution (in any such case, the “Applicable Contribution”), then Reimbursement Contributions from other Property Owners pursuant hereto shall be allocated among such Funding Borrowers in proportion to the total amount of the Contribution made for or on account of the other Property Owners by each such Funding Borrower pursuant to the Applicable Contribution. In the event that at any time any Property Owner pays an amount hereunder in excess of the amount calculated pursuant to Section 9.3.1 above, that Property Owner shall be deemed to be a Funding Borrower to the extent of such excess and shall be entitled to a Reimbursement Contribution from the other Property Owners in accordance with the provisions of this Section 9.3.

9.3.7 Each Property Owner acknowledges that the right to Reimbursement Contribution hereunder shall constitute an asset in favor of Property Owner to which such Reimbursement Contribution is owing.

9.3.8 No Reimbursement Contribution payments payable by a Property Owner pursuant to the terms of this Section 9.3 shall be paid until all amounts then due and payable by all of Property Owners to Lenders, pursuant to the terms of the Loan Documents, are paid in full. Nothing contained in this Section 9.3 shall limit or affect in any way the obligations of any Property Owner to Lenders under the Loan or any other Loan Documents.

9.3.9 To the extent permitted under applicable Legal Requirements, each Property Owner waives:

(a) any right to require any Lender to proceed against any other Property Owner or any other person or to proceed against or exhaust any security held by such Lender at any time or to pursue any other remedy in such Lender’s power before proceeding against Property Owner;

(b) the defense of the statute of limitations in any action against any other Property Owner or for the collection of any indebtedness or the performance of any obligation under the Loan;

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(c) any defense based upon any legal disability or other defense of any other Property Owner, any guarantor of any other person or by reason of the cessation or limitation of the liability of any other Property Owner or any guarantor from any cause other than full payment of all sums payable under the Notes, this Agreement and any of the other Loan Documents;

(d) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Property Owner or any principal of any other Property Owner or any defect in the formation of any other Property Owner or any principal of any other Property Owner;

(e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal;

(f) any defense based upon any failure by a Lender to obtain collateral for the indebtedness or failure by a Lender to perfect a Lien on any collateral;

(g) presentment, demand (except for demand expressly required under this Agreement or any other Loan Document), protest and, except for notices expressly required under this Agreement or any other Loan Document, notice of any kind;

(h) any defense based upon any failure of a Lender to give notice of sale or other disposition of any collateral to any other Property Owner or to any other person or entity or any defect in any notice that may be given in connection with any sale or disposition of any collateral;

(i) any defense based upon any failure of a Lender to comply with Laws in connection with the sale or other disposition of any collateral, including, without limitation, any failure of such Lender to conduct a commercially reasonable sale or other disposition of any collateral;

(j) any defense based upon any election by a Lender, in any bankruptcy proceeding, of the application or non-application of Section 1111(B)(2) of the Bankruptcy Code or equivalent provision(s) under any other bankruptcy laws;

(k) any defense based upon any use of cash collateral under Section 363 of the Bankruptcy Code or equivalent provision(s) under any other bankruptcy laws;

(l) any defense based upon any agreement or stipulation entered into by a Lender with respect to the provision of adequate protection in any Bankruptcy Action;

(m) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code or equivalent provision(s) under any other bankruptcy laws;

(n) any defense based upon the avoidance of any security interest in favor of a Lender for any reason;

(o) any defense based upon any Bankruptcy Action, including any discharge of, or bar or stay against collecting, all or any of the obligations evidenced by the Notes or owing under any of the Loan Documents;

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(p) any defense or benefit based upon Property Owner’s, or any other party’s, resignation of the portion of any obligation secured by the applicable Mortgage to be satisfied by any payment from any other Property Owner or any such party;

(q) all rights and defenses arising out of an election of remedies by the Administrative Agent or Collateral Agent (not in its individual capacity but solely in its capacity as Collateral Agent on behalf of the Administrative Agent for the benefit of the Secured Parties) even though the election of remedies, such as nonjudicial foreclosure with respect to security for the Loan or any other amounts owing under the Loan Documents, has destroyed Property Owner’s rights of subrogation and reimbursement against any other Property Owner;

(r) all rights and defenses that Property Owner may have because any of Debt is secured by real property. This means, among other things: (i) the Administrative Agent or Collateral Agent, as applicable, may collect from Property Owner without first foreclosing on any real or personal property collateral pledged by any other Property Owner, (ii) if the Administrative Agent or Collateral Agent forecloses on any real property collateral pledged by any other Property Owner, (a) the amount of the Debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, (b) the Administrative Agent or Collateral Agent may collect from Property Owner even if any other Property Owner by foreclosing on the real property collateral, has destroyed any right Property Owner may have to collect from any other Property Owner. This is an unconditional and irrevocable waiver of any rights and defenses Property Owner may have because any of the Debt is secured by real property; and

(s) except as otherwise provided above in this Section 9.3, any claim or other right which Property Owner might now have or hereafter acquire against any other Property Owner or any other person that arises from the existence or performance of any obligations under the Notes, this Agreement, the Mortgages or the other Loan Documents, including, without limitation, any of the following: (i) any right of subrogation, reimbursement, exoneration, contribution, or indemnification; or (ii) any right to participate in any claim or remedy of a Lender against any other Property Owner or any collateral security therefor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law.

ARTICLE X—MISCELLANEOUS

Section 10.1 Survival. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lenders of the Loan and the execution and delivery to Lenders of the Notes, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrowers, shall inure to the benefit of the successors and permitted assigns of Lenders.

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Section 10.2 Administrative Agent’s Discretion. Whenever pursuant to this Agreement, Administrative Agent exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Administrative Agent, the decision of Administrative Agent to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Administrative Agent and shall be final and conclusive.

Section 10.3 Governing Law; Submission to Jurisdiction; Service of Process.

10.3.1 THE LOAN WAS MADE BY LENDERS IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT (I) AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT TO THE MORTGAGES SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE APPLICABLE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER AND (II) THE GOVERNING LAW OF THE ACQUISITION AGREEMENT, WHICH IS THE LAWS OF THE STATE OF MARYLAND, SHALL GOVERN IN DETERMINING WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION AGREEMENT (IN EACH CASE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF). TO THE FULLEST EXTENT PERMITTED BY LAW, EACH BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR

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THEREBY, AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT, (B) WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN ANY NEW YORK STATE COURT OR IN ANY SUCH FEDERAL COURT, (C) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT, AND (D) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH BORROWER AGREES THAT SERVICE OF PROCESS UPON SAID BORROWER AT THE ADDRESS IN SECTION 10.6 HEREOF AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO SUCH BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. EACH BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDERS OF ANY CHANGE OF ADDRESS HEREUNDER, OR (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE AN AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS).

Section 10.4 Modification, Waiver in Writing. No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement, or of the Notes, or of any other Loan Document, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on any Borrower, shall entitle Borrowers to any other or future notice or demand in the same, similar or other circumstances.

Section 10.5 Delay Not a Waiver. Neither any failure nor any delay on the part of any Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Notes or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Notes or any other Loan Document, no Lender shall be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Notes or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

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Section 10.6 Notices. All notices, consents, approvals, requests and other documentation required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if delivered by hand or overnight courier service, mailed by certified or registered mail or sent by email, addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section 10.6):

If to Administrative Agent:	Credit Suisse AG, Cayman Islands Branch
	11 Madison Avenue
	New York, NY 10010
	Attention: Securitized Product Finance
	Telephone: (212) 325-5384
	list.afconduitreports@credit-suisse.com
	maura.miraglia@credit-suisse.com
	jack.mcswain@credit-suisse.com
	jeffrey.traola@credit-suisse.com
	raleigh.participations@credit-suisse.com
	jason.golz@credit-suisse.com
If to CS Cayman Lender:	Credit Suisse AG, Cayman Islands Branch
	11 Madison Avenue
	New York, NY 10010
	Attention: Securitized Products Finance
	Telephone: (212) 325-5384
	list.afconduitreports@credit-suisse.com
	maura.miraglia@credit-suisse.com
	jack.mcswain@credit-suisse.com
	jeffrey.traola@credit-suisse.com
	raleigh.participations@credit-suisse.com
	jason.golz@credit-suisse.com
If to Citi Lender:	Citibank, N.A.
	388-390 Greenwich Street
	Trading Floor 4
	New York, New York 10013
	Telephone: (212) 325-5384
	alicia.mioli@citi.com
If to any Borrower:	To the applicable Borrower
	8377 East Hartford Drive
	Suite 100, Scottsdale, Arizona 85255
	Telephone: 480 256 1133
	lmarkson@storecapital.com

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with a copy to:	DLA Piper LLP (US)
	1251 Sixth Avenue
	New York, NY 10020
	Telephone: +1.212.335.4992
	+1.617.406.6024
	Email: david.lewis@us.dlapiper.com jamie.knox@us.dlapiper.com andrew.sroka@us.dlapiper.com
If to Custodian:	U.S. Bank National Association
	1133 Rankin Street, Suite 100
	St. Paul, MN 55116
	Telephone: 651-466-5043
	Attention: Comm Certs / Ivory-CS
	Kevin.brown1@usbank.com
If to Payment Agent:
	Citibank, N.A. 388 Greenwich Street Trading floor
	New York, New York 10013
	Attention: Citibank Agency & Trust – Project Ivory
	Telephone: 212-816-7079
	James.Polcari@Citi.com
If to Collateral Agent:	Citibank, N.A.
	388 Greenwich Street Trading floor
	New York, New York 10013
	Attention: Citibank Agency & Trust – Project Ivory
	Telephone: 212-816-7079
	James.Polcari@Citi.com

A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day; or in the case of telecopy, on the following Business Day. Delivery to the Persons copied above shall not constitute notice.

Notices and other communications to the Administrative Agent and the Lenders hereunder may be delivered or furnished by electronic communication (including electronic mail 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 if such Lender has notified the Administrative Agent that it is incapable of receiving notices by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that, approval of such procedures may be limited to particular notices or communications.

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

Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

Section 10.7 WAIVER OF JURY TRIAL. EACH LOAN PARTY HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY EACH BORROWER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY EACH BORROWER.

Section 10.8 Headings. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 10.9 Mortgage Recording Tax Savings. In the event that Borrower has any outstanding mortgage at the time of Closing Date, Lenders shall make a good faith effort to cooperate with Borrower and Borrower’s lender to facilitate a partial assignment of Borrower’s existing mortgage(s) to Lenders, to the extent such assignment would result in mortgage recording tax savings which would otherwise be payable in connection with the Loan.

Section 10.10 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

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Section 10.11 Preferences. Each Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrowers to any portion of the Obligations. To the extent Borrowers make a payment or payments to a Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy laws, then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by such Lender.

Section 10.12 Waiver of Notice. No Borrower shall be entitled to any notices of any nature whatsoever from a Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by such Lender to Borrowers and except with respect to matters for which any Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Each Borrower hereby expressly waives the right to receive any notice from Lenders with respect to any matter for which this Agreement or the other Loan Documents do not specifically and expressly provide for the giving of notice by Lenders to Borrowers.

Section 10.13 Remedies of Borrowers. In the event that a claim or adjudication is made that a Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, such Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, each Borrower agrees that neither such Lender nor its agents shall be liable for any monetary damages, and each Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment. The parties hereto agree that any action or proceeding to determine whether a Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

Section 10.14 Expenses; Indemnity.

10.14.1 The Loan Parties, jointly and severally, agree (a) to indemnify and hold harmless the Lenders, their Affiliates and their officers, directors, employees, agents, advisors, controlling persons, members and successors and assigns (each, an “Indemnified Person” and, in the case of CS Cayman and Citi, any such other Indemnified Persons related to CS Cayman or Citi shall be referred to as a “Related Party” of CS Cayman or Citi)), within 30 days of a written demand therefor, together with backup documentation supporting such indemnity request (subject to any confidentiality, legal or regulatory restrictions and attorney-client privilege), from and against any and all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses (provided that legal fees, disbursements and other charges will be limited to the reasonable and documented fees, disbursements and other charges of (i) one counsel to the Indemnified Persons taken as a whole, (ii) if necessary, one local counsel in each relevant jurisdiction to the Indemnified Persons taken as a whole and (iii) in the case of any actual or perceived conflict of interest, after notification by the affected person(s) and consultation with the Loan Parties, one additional counsel and, if necessary, one additional local counsel in each relevant jurisdiction to the affected Indemnified Persons taken as a whole), joint or several, to which any such Indemnified Person may become subject arising out of or in connection with the Facility or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing (each, a “Proceeding”), regardless of whether any such Indemnified Person is a party thereto (and regardless of whether such matter is initiated by a third party or by STORE Capital, the Company, the Borrowers or any of their respective affiliates), in each case except to the extent such loss, claim, damage, liability or expense (x) arises from a dispute that does not involve any

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action or omission by the Loan Parties or any of the Loan Parties’ affiliates and is solely among the Indemnified Persons (other than any claims against an Indemnified Person in its capacity as an Administrative Agent), (y) is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnified Person or any of its Related Parties acting at the direction of CS Cayman, Citi or their controlled Affiliates (provided that any Related Party not acting at the direction of CS Cayman or Citi, as applicable, so found to have caused the loss due to its bad faith, gross negligence or willful misconduct shall not be an Indemnified Person) or a material breach by such Indemnified Person or any of its Related Parties of its obligations under the Loan Documents or (z) any settlement entered into by such Indemnified Person without the written consent of the applicable Loan Party (which consent shall not be unreasonably withheld, conditioned or delayed) and (b) to reimburse the Administrative Agent, CS Cayman in its capacity as a Lender and Citi in its capacity as a Lender under the Loan Documents from time to time, within thirty (30) days of presentation of a summary statement therefor together with supporting detail and documentation reasonably requested by a Loan Party, for all reasonable and documented out-of-pocket expenses (including, but not limited to, subject to the provisos below, such expenses related to CS Cayman’s and Citi’s due diligence investigation, appraisals, consultants’ fees, syndication expenses, travel expenses and fees, disbursements and other charges of counsel); provided that (i) fees, disbursements and other charges of counsel will be limited to the reasonable fees and documented out-of-pocket expenses of Dentons US LLP and, if necessary, of one local counsel in each relevant material jurisdiction and (ii) in the case of any appraisers (other than an Approved Appraisal Firm) and consultants, such expense reimbursement obligations shall be limited solely to appraisers or consultants approved in writing by the applicable Loan Party (such approval not to be unreasonably withheld, conditioned or delayed), in each case, incurred in connection with the Loan and the preparation, negotiation and enforcement of the Loan Documents and any ancillary documents and security arrangements in connection therewith; provided, further, no Loan Party shall be required to reimburse any amounts under this clause (b) in the event the Closing Date does not occur, unless the Company Termination Fee or the Parent Termination Fee (each as defined in the Acquisition Agreement) is required to be paid in connection with the termination of the Acquisition Agreement.

10.14.2 Notwithstanding any other provision of this Agreement, no Indemnified Person shall be liable for any indirect, special, punitive or consequential damages (whether direct or indirect, in contract or tort or otherwise) in connection with its activities related to the Loan or in connection with this Loan Documents or any transactions contemplated thereby.

10.14.3 Notwithstanding anything herein to the contrary, none of the Credit Parties, the Permitted Holders, any other direct or indirect investors and prospective investors in the Equity Owner or any of their respective affiliates shall be liable for any special, indirect, consequential or punitive damages (whether direct or indirect, in contract or tort or otherwise) arising out of, related to or in connection with, the Loan, this Agreement or the Loan Documents; provided that nothing contained in this sentence shall limit the Loan Parties’ indemnification and reimbursement obligations under the immediately preceding paragraph to the extent such special, indirect, consequential or punitive damages are included in any third party claim with respect to which such Indemnified Person is entitled to indemnification under the Loan Documents.

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10.14.4 The parties acknowledge and agree that this Section 10.14 shall survive the resignation or removal of any Lender, the Administrative Agent, the Payment Agent, the Account Bank or the Collateral Agent, or the termination or discharge of this Agreement.

Section 10.15 Schedules Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 10.16 Offsets, Counterclaims and Defenses. Any assignee of a Lender’s interest in and to this Agreement, the Notes and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrowers may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by any such Borrowers in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by each Borrower.

Section 10.17 No Joint Venture or Partnership; No Third Party Beneficiaries.

10.17.1 Borrowers, Administrative Agent, Collateral Agent and Lenders intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrowers and Administrative Agent, the Collateral Agent or Lenders nor to grant Administrative Agent, the Collateral Agent or Lenders any interest in the Properties other than that of mortgagee, beneficiary or lender.

10.17.2 This Agreement and the other Loan Documents are solely for the benefit of Administrative Agent, Collateral Agent, Lenders, each Acceptable Counterparty and Credit Parties and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than Administrative Agent, Collateral Agent, Lenders, each Acceptable Counterparty and Credit Parties any right to insist upon or to enforce the performance or observance of any of the Obligations. All conditions to the obligations of Lenders to make the Loan hereunder are imposed solely and exclusively for the benefit of Lenders and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lenders will refuse to make the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lenders if, in Lenders’ sole discretion, Lenders deem it advisable or desirable to do so.

Section 10.18 [Reserved].

Section 10.19 Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets.

10.19.1 Each Property Owner acknowledges that each Lender has made the Loan to Borrowers upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Property taken separately. Each Property Owner agrees that the Mortgages are and will

134

be cross-collateralized and cross-defaulted with each other so that (i) an Event of Default under any of the Mortgages shall constitute an Event of Default under each of the other Mortgages which secure the Notes; (ii) an Event of Default under the Notes or this Agreement shall constitute an Event of Default under each Mortgage; (iii) each Mortgage shall constitute security for the Notes as if a single blanket Lien were placed on all of the Properties as security for the Notes; and (iv) such cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance.

10.19.2 To the fullest extent permitted by Law, each Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrowers, Borrowers’ partners or members and others with interests in Borrowers, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Mortgages, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Administrative Agent, Collateral Agent and Lenders under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lenders to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, each Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Mortgages, any equitable right otherwise available to Borrowers which would require the separate sale of the Properties or require Lenders to exhaust their remedies against any Property or any combination of the Properties before proceeding against any other Property or combination of Properties; and further in the event of such foreclosure Borrowers do hereby expressly consent to and authorize, at the option of Lenders, the foreclosure and sale either separately or together of any combination of the Properties.

Section 10.20 Waiver of Counterclaim. Each Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by any Lender or its agents.

Section 10.21 Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Each Borrower acknowledges that, with respect to the Loan, each Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of any Lender or any parent, subsidiary or Affiliate of any Lender. Each Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments that govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of any Lender of any Equity Interest any of them may acquire in any Borrower, and each Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to any Lender’s exercise of any such rights or remedies. Each Borrower acknowledges that each Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrowers or their Affiliates.

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Section 10.22 Brokers and Financial Advisors. Each Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement, other than the Acquisition. Each Borrower hereby agrees to indemnify, defend and hold Administrative Agent and Collateral Agent harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Administrative Agent’s and Collateral Agent’s reasonable and documented attorneys’ fees and expenses, to the extent reimbursable pursuant to Section 10.14) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Administrative Agent in connection with the transactions contemplated herein. The provisions of this Section 10.22 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 10.23 Prior Agreements. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written.

Section 10.24 Joint and Several Liability. The parties hereto acknowledge that the defined term “Borrowers” has been defined to collectively include each individual Borrower. It is the intent of the parties hereto in determining whether (a) a breach of a representation or a covenant has occurred, (b) there has occurred a Default or Event of Default, or (c) an event has occurred which would create recourse obligations under Section 9.3 of this Agreement, that any such breach, occurrence or event with respect to any individual Borrower shall be deemed to be such a breach, occurrence or event with respect to all individual Borrowers and that all individual Borrowers need not have been involved with such breach, occurrence or event in order for the same to be deemed such a breach, occurrence or event with respect to every individual Borrower. The obligations and liabilities of each individual Borrower shall be joint and several.

Section 10.25 [Reserved].

Section 10.26 Confidentiality.

(a) The Borrowers hereby agree to be bound by the confidentiality provisions set forth in the Facility Fee Letter and in Section 10 of the Commitment Letter, in each case, as if they were an original party thereto, mutatis mutandis.

(b) Each of the Administrative Agent, the Collateral Agent, the Paying Agent and the Lenders agrees to maintain the confidentiality of all nonpublic information with respect to the Credit Parties or any other matters furnished or delivered to it pursuant to or in connection with this Agreement or any other Loan Document; provided, that such information may be disclosed (i) to such party’s Affiliates or such party’s or its Affiliates’ officers, directors, employees, agents, accountants, legal counsel, consultants and other representatives (collectively “Lender Representatives”), in each case, who have a need to know such information for the purpose of assisting in the negotiation, completion and administration of the Facility, (ii) to any assignee of or participant in, or any prospective assignee of or participant in, the Loan or any of its rights or obligations under this Agreement, (iii) to any financing source, hedge counterparty or other similar party in connection with financing or risk management activities related to the Loans, (iv) to the

136

extent required by applicable Law or required or requested by such judicial, governmental or regulatory agency and (v) to the extent necessary in connection with the enforcement of any Loan Document and (vi) to any Rating Agencies in connection with the rating of the commercial paper issued by or on behalf of a commercial paper conduit lender, if applicable.

The provisions of this Section 10.26 shall not apply to information that (i) is or hereafter becomes generally available to the public (other than through an unauthorized disclosure by the Borrowers, the Collateral Agent, applicable Lender or the Administrative Agent or any Lender Representative associated with such party in violation of this Section 10.26), (ii) was rightfully known the Collateral Agent, applicable Lender or the Administrative Agent or any Lender Representative or was rightfully in their possession prior to the date of its disclosure pursuant to this Agreement; (iii) becomes available to the Collateral Agent, Lender or the Administrative Agent or any Lender Representative from a third party unless to their knowledge such third party disclosed such information in breach of an obligation of confidentiality to the Collateral Agent, applicable Lender or the Administrative Agent or any Lender Representative; (iv) has been approved for release by written authorization of the Borrowers or any Lender, as applicable; or (v) has been independently developed or acquired by the Collateral Agent, applicable Lender or the Administrative Agent or any Lender Representative without violating this Agreement. The provisions of this Section 10.26 shall not prohibit the Collateral Agent, applicable Lender or the Administrative Agent or any Lender Representative from filing with or making available to any judicial, governmental or regulatory agency or providing to any Person with standing any information or other documents with respect to the Facility as may be required by applicable Law or requested by such judicial, governmental or regulatory agency.

Section 10.27 No Petition. Each party hereto hereby covenants and agrees that prior to the date that is one (1) year and one (1) day after the last maturing commercial paper note or other indebtedness of a commercial paper conduit lender, if any, is paid in full it will not institute against a commercial paper conduit lender, or join in any institution against a commercial paper conduit lender of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any bankruptcy, insolvency or similar law of any jurisdiction. The agreements set forth in this paragraph and the parties’ respective obligations under this paragraph shall survive the termination of this Agreement.

Section 10.28 Limited Recourse. No commercial paper conduit lender, if any, shall have any obligation to pay any amounts owing under this Agreement unless and until such commercial paper conduit lender has received such amounts pursuant to this Agreement. The parties hereto hereby agree that no amount owing hereunder constituting fees, indemnities or expenses shall constitute a claim (as defined in the Bankruptcy Code or any similar bankruptcy law) against such commercial paper conduit lender, and no commercial paper conduit lender shall be required to pay such amounts, unless such commercial paper conduit lender has received cash pursuant to this Agreement sufficient to pay such amounts, and such amounts are not necessary to pay outstanding indebtedness of such commercial paper conduit lender. The agreements set forth in this Section 10.28 and the parties’ respective obligations under this Section 10.28 shall survive the termination of this Agreement.

137

Section 10.29 Electronic Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any signature to this agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. The foregoing also applies to any amendment, extension or renewal of this Agreement and the other Loan Documents.

Section 10.30 Treatment of the Loan as Debt for Tax Purposes. The parties to this Agreement intend to treat the Loan as Indebtedness for all applicable income Tax purposes upon its issuance for U.S. federal income tax purposes. The Borrowers, the Administrative Agent and each Lender, by its acceptance of a Note, agrees to treat each Loan as Indebtedness for all applicable Tax purposes and agrees not to take any position on its books or income Tax returns inconsistent therewith upon its issuance for U.S. federal income tax purposes unless otherwise required by Law in a proceeding of final determination. Each assignee and each participant acquiring an interest in a Loan, by its acceptance of such assignment or participation, agrees to comply with the immediately preceding sentence.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

STORE MASTER FUNDING VIII, LLC, a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
	Name: Mary B. Fedewa
	Title:   President and Chief Executive Officer
STORE MASTER FUNDING IX, LLC, a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
	Name: Mary B. Fedewa
	Title:   President and Chief Executive Officer
STORE MASTER FUNDING XI, LLC, a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
	Name: Mary B. Fedewa
	Title:   President and Chief Executive Officer
STORE MASTER FUNDING XIII, LLC, a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
	Name: Mary B. Fedewa
	Title:   President and Chief Executive Officer
STORE MASTER FUNDING XVI, LLC, a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
	Name: Mary B. Fedewa
	Title:   President and Chief Executive Officer
STORE MASTER FUNDING XVII, LLC, a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
	Name: Mary B. Fedewa
	Title:   President and Chief Executive Officer

STORE MASTER FUNDING XVIII, LLC, a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
	Name: Mary B. Fedewa
	Title:   President and Chief Executive Officer
STORE MASTER FUNDING XXI, LLC, a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
	Name: Mary B. Fedewa
	Title:   President and Chief Executive Officer
STORE MASTER FUNDING XXII, LLC, a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
	Name: Mary B. Fedewa
	Title:   President and Chief Executive Officer
STORE MASTER FUNDING XXIII, LLC a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
	Name: Mary B. Fedewa
	Title:   President and Chief Executive Officer
STORE MASTER FUNDING XXIV, LLC, a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
	Name: Mary B. Fedewa
	Title:   President and Chief Executive Officer
STORE MASTER FUNDING XXV, LLC, a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
	Name: Mary B. Fedewa
	Title:   President and Chief Executive Officer
STORE MASTER FUNDING XXVI, LLC a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
	Name: Mary B. Fedewa
	Title:   President and Chief Executive Officer

STORE MASTER FUNDING XXVII, LLC a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
	Name: Mary B. Fedewa
	Title:   President and Chief Executive Officer

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent
By:	/s/ Jeffrey Traola
	Name: Jeffrey Traola
	Title:   Authorized Signatory
By:	/s/ Marcus DiBrito
	Name: Marcus DiBrito
	Title:   Authorized Signatory
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as CS Cayman Lender
By:	/s/ Jeffrey Traola
	Name: Jeffrey Traola
	Title:   Authorized Signatory
By:	/s/ Marcus DiBrito
	Name: Marcus DiBrito
	Title:   Authorized Signatory
CITIBANK, N.A., as Citi Lender
By:	/s/ Alicia L. Mioli
	Name: Alicia L. Mioli
	Title:   Authorized Signatory

Credit Agreement

CITIBANK, N.A., not in its individual capacity but solely as Payment Agent
By:	/s/ James Polcari
	Name: James Polcari
	Title:   Senior Trust Officer

Credit Agreement

Schedule I

BORROWERS

1. STORE Master Funding VIII, LLC

2. STORE Master Funding IX, LLC

3. STORE Master Funding XI, LLC

4. STORE Master Funding XIII, LLC

5. STORE Master Funding XVI, LLC

6. STORE Master Funding XVII, LLC

7. STORE Master Funding XVIII, LLC

8. STORE Master Funding XXI, LLC

9. STORE Master Funding XXII, LLC

10. STORE Master Funding XXIII, LLC

11. STORE Master Funding XXIV, LLC

12. STORE Master Funding XXV, LLC

13. STORE Master Funding XXVI, LLC

14. STORE Master Funding XXVII, LLC

Schedule I

Schedule II

[Reserved]

Schedule II

Schedule 3.1(C)

PERFECTION MATTERS

Debtor	Secured Party	State	Collateral
STORE Master Funding VIII, LLC	Credit Suisse AG, Cayman Islands Branch as Administrative Agent	DE	All assets of the Debtor, whether now existing or hereafter arising
STORE Master Funding IX, LLC	Credit Suisse AG, Cayman Islands Branch as Administrative Agent	DE	All assets of the Debtor, whether now existing or hereafter arising
STORE Master Funding XI, LLC	Credit Suisse AG, Cayman Islands Branch as Administrative Agent	DE	All assets of the Debtor, whether now existing or hereafter arising
STORE Master Funding XIII, LLC	Credit Suisse AG, Cayman Islands Branch as Administrative Agent	DE	All assets of the Debtor, whether now existing or hereafter arising
STORE Master Funding XVI, LLC	Credit Suisse AG, Cayman Islands Branch as Administrative Agent	DE	All assets of the Debtor, whether now existing or hereafter arising
STORE Master Funding XVII, LLC	Credit Suisse AG, Cayman Islands Branch as Administrative Agent	DE	All assets of the Debtor, whether now existing or hereafter arising
STORE Master Funding XVIII, LLC	Credit Suisse AG, Cayman Islands Branch as Administrative Agent	DE	All assets of the Debtor, whether now existing or hereafter arising
STORE Master Funding XXI, LLC	Credit Suisse AG, Cayman Islands Branch as Administrative Agent	DE	All assets of the Debtor, whether now existing or hereafter arising
STORE Master Funding XXII, LLC	Credit Suisse AG, Cayman Islands Branch as Administrative Agent	DE	All assets of the Debtor, whether now existing or hereafter arising
STORE Master Funding XXIII, LLC	Credit Suisse AG, Cayman Islands Branch as Administrative Agent	DE	All assets of the Debtor, whether now existing or hereafter arising
STORE Master Funding XXIV, LLC	Credit Suisse AG, Cayman Islands Branch as Administrative Agent	DE	All assets of the Debtor, whether now existing or hereafter arising

EXHIBIT A-1

STORE Master Funding XXV, LLC	Credit Suisse AG, Cayman Islands Branch as Administrative Agent	DE	All assets of the Debtor, whether now existing or hereafter arising
STORE Master Funding XXVI, LLC	Credit Suisse AG, Cayman Islands Branch as Administrative Agent	DE	All assets of the Debtor, whether now existing or hereafter arising
STORE Master Funding XXVII, LLC	Credit Suisse AG, Cayman Islands Branch as Administrative Agent	DE	All assets of the Debtor, whether now existing or hereafter arising

EXHIBIT A-2

Exhibit A

Notice of Borrowing

February 1, 2023

Credit Suisse AG, Cayman Islands Branch

11 Madison Avenue

New York, NY 10010

Attention: Securitized Products Finance

Telephone: (212) 325-5384

list.afconduitreports@credit-suisse.com

maura.miraglia@credit-suisse.com

jack.mcswain@credit-suisse.com

jeffrey.traola@credit-suisse.com

Citibank, N.A.

388-390 Greenwich Street

Trading Floor 4

New York, New York 10013

Telephone: (212) 325-5384

alicia.mioli@citi.com

Ladies and Gentlemen:

We refer to that certain Credit Agreement, to be dated on or about February 3, 2023 (the “Credit Agreement”), among THE UNDERSIGNED BORROWERS, (collectively “Borrowers” and each a “Borrower”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, having an address at 11 Madison Avenue, New York, New York 10010, as administrative agent (in such capacity, the “Administrative Agent”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, having an address at 11 Madison Avenue, New York, New York 10010, as a Lender (in such capacity, “CS Cayman Lender”), CITIBANK, N.A., having an address at 388-390 Greenwich Street, Trading Floor 4, New York, New York 10013, as a Lender (“Citi Lender”, and together with the CS Cayman Lender, the “Lenders”), and CITIBANK, N.A., as payment agent (in such capacity, the “Payment Agent”). All capitalized terms used herein shall have the same meanings herein as they have in the Credit Agreement.

1. Pursuant to Section 3.2 of the Credit Agreement, the Borrowers hereby request that the Lenders make the Loan to the Borrowers in an aggregate amount equal to $2,000,000,000.

2. The Borrowers request that the Loan be made available to the Borrowers on February 3, 2023, and that the proceeds thereof be funded into the account of American Stock Transfer & Trust Company, LLC as follows:

• [Redacted]

• [Redacted]

EXHIBIT A-1

3. The Borrowers hereby represent and certify that, subject to the consummation of the Acquisition on the Closing Date, the Specified Acquisition Agreement Representations will be true and correct (to the extent required by the Limited Conditionality Provision) as of the Closing Date and the Specified Representations will be true and correct in all material respects (or if qualified by materiality or material adverse effect or similar language, in all respects) as of the Closing Date (unless such Specified Representations relate to an earlier date, in which case, such Specified Representations shall have been true and correct in all material respects as of such earlier date) to the extent required by, and subject to the terms of the Limited Conditionality Provision; provided that if any of the Specified Acquisition Agreement Representations or Specified Representations made on the Closing Date are qualified or subject to “material adverse effect” (or similar term or materiality standard), the definition of Company Material Adverse Effect shall apply for the purposes of any such representations and warranties made, or to be made, on or as of the Closing Date.

4. This Notice of Borrowing is conditioned upon the Acquisition being consummated substantially simultaneously with the borrowing of the Loan on the Closing Date.

[signature pages comment on the following page]

EXHIBIT A-2

STORE MASTER FUNDING VIII, LLC, a Delaware limited liability company, as a Borrower

By:

Name:

Title:

STORE MASTER FUNDING IX, LLC, a Delaware limited liability company, as a Borrower

By:

Name:

Title:

STORE MASTER FUNDING XI, LLC, a Delaware limited liability company, as a Borrower

By:

Name:

Title:

STORE MASTER FUNDING XIII, LLC, a Delaware limited liability company, as a Borrower

By:

Name:

Title:

STORE MASTER FUNDING XVI, LLC, a Delaware limited liability company, as a Borrower

By:

Name:

Title:

EXHIBIT A-3

STORE MASTER FUNDING XVII, LLC, a Delaware limited liability company, as a Borrower

By:

Name:

Title:

STORE MASTER FUNDING XVIII, LLC, a Delaware limited liability company, as a Borrower

By:

Name:

Title:

STORE MASTER FUNDING XXI, LLC, a Delaware limited liability company, as a Borrower

By:

Name:

Title:

STORE MASTER FUNDING XXII, LLC, a Delaware limited liability company, as a Borrower

By:

Name:

Title:

STORE MASTER FUNDING XXIII, LLC a Delaware limited liability company, as a Borrower

By:

Name:

Title:

EXHIBIT A-4

STORE MASTER FUNDING XXIV, LLC, a Delaware limited liability company, as a Borrower

By:

Name:

Title:

STORE MASTER FUNDING XXV, LLC, a Delaware limited liability company, as a Borrower

By:

Name:

Title:

STORE MASTER FUNDING XXVI, LLC a Delaware limited liability company, as a Borrower

By:

Name:

Title:

STORE MASTER FUNDING XXVII, LLC a Delaware limited liability company, as a Borrower

By:

Name:

Title:

EXHIBIT A-5

Exhibit B

[Reserved]

EXHIBIT B-1

Exhibit C

[RESERVED]

EXHIBIT C-1

Exhibit D

Form of Property Addition Notice

______________________, 20 ____

______________________

______________________

______________________

Ladies and Gentlemen:

We refer to that certain Credit Agreement, dated as of February 3, 2023 (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”), among THE BORROWERS SET FORTH ON SCHEDULE I THERETO, (collectively “Borrowers” and each a “Borrower”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, not in its individual capacity but solely as administrative agent (in such capacity, the “Administrative Agent”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, having an address at 11 Madison Avenue, New York, New York 10010, as a Lender (in such capacity, “CS Cayman Lender”), CITIBANK, N.A., having an address at 388-390 Greenwich Street, Trading Floor 4, New York, New York 10013, as a Lender (in such capacity, “Citi Lender”, together with the CS Cayman Lender, the “Lenders”), and CITIBANK, N.A., as payment agent (the “Payment Agent”). This certificate is delivered to you pursuant to Section 3.3 of the Credit Agreement as notice that we intend to add one or more New Properties to the Collateral as a Financed Property or as an Additional Financed Property as stated on the data tape attached hereto pursuant to the Credit Agreement on or about [________], 20[__]. All capitalized terms used herein shall have the same meanings herein as they have in the Credit Agreement.]

In connection with the addition of the New Property or New Properties, we hereby represent and certify as follows:

(A) The New Property is hereby identified as [_______];

(B) (i) in any case other than during the Post-Closing Readjustment Period, such New Property is an Eligible Property and all conditions precedent set forth in Section 3.3 of the Credit Agreement will be complied with on or prior to the date the New Property will be added to the Collateral, or (ii) during the Post-Closing Readjustment Period, the Company reasonably believes such New Property would constitute an Eligible Property upon completion of the diligence described in Section 2.12(a) and the requirements set forth in Section 3.3 of the Credit Agreement;

EXHIBIT D-1

(C) A data tape is attached hereto, containing the information with respect to the New Property including but not limited to its status as a Financed Property or an Additional Financed Property, Tenant name, Industry Group Name, Tenant Concept, Property name, Property identification, Property address, Appraised Value, if purchased in the past twelve (12) months, the purchase price for the Property, Collateral Value, Capitalization Rate, FCCR, Lease Expiration Date, Allocated Loan Amount, Property type, and operation history, and any additional information that the Administrative Agent requests in its reasonable discretion.

[NAME OF BORROWER]
By:
	Name:
	Title:

EXHIBIT D-2

Exhibit E

[Reserved]

EXHIBIT E-1

Exhibit F

Form of Joinder Agreement

THIS JOINDER AGREEMENT (this “Agreement”), dated as of [__], 20[__], is entered into by and between ______________ (the “New Borrower”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, not in its individual capacity but solely as administrative agent (in such capacity, the “Administrative Agent”), under that certain Credit Agreement, dated as of February 3, 2023, among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, having an address at 11 Madison Avenue, New York, New York 10010, as a Lender (in such capacity, “CS Cayman Lender”), CITIBANK, N.A., having an address at 388-390 Greenwich Street, Trading Floor 4, New York, New York 10013, as a Lender (in such capacity, “Citi Lender”, together with the CS Cayman Lender, the “Lenders”), and CITIBANK, N.A., as payment agent (in such capacity, the “Payment Agent”) (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.

The New Borrower is a [ENTITY] established under the laws of the State of [____] on [_____], 20[__], operates under an [Amended and Restated] [ENTITY AGREEMENT], dated as of [_____], 20[___] (the “New Borrower Agreement”).

The New Borrower and the Administrative Agent hereby agree as follows:

1. The New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Agreement, effective as of the date hereof, the New Borrower shall become a party to the Credit Agreement, shall be deemed to be a signatory to the Credit Agreement and shall have all of the rights and obligations of an Borrower as specified in the Credit Agreement. The New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the applicable terms, provisions and conditions contained in the Credit Agreement.

2. In further of the foregoing, the New Borrower hereby grants to the Administrative Agent for the benefit of the Secured Parties, all of such New Borrower’s right, title and interest in and to the Collateral (as defined in the Credit Agreement), whether now owned or existing or hereafter acquired or arising, and wherever located, to secure and as collateral security for all of the Obligations (as defined in the Credit Agreement). For the avoidance of doubt, the term Collateral as used herein shall not include and the New Borrower does not grant any security interest in any Excluded Assets (as defined in the Credit Agreement). In addition, the New Borrower hereby authorizes the Administrative Agent and its counsel to file any financing or continuation statements and amendments thereto, in all jurisdictions and with all filing offices as the Administrative Agent may reasonably determine are necessary to perfect the security interest granted by this Agreement. Such financing statements may describe the collateral in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property as “all assets now existing or hereafter acquired” or “all personal property now existing or hereafter acquired” or words of similar meaning.

EXHIBIT F-1

3. The address of the New Borrower for purposes of Section 9.04(b) of the Property Management Agreement shall be as follows:

[ADDRESS]

Attention:

Facsimile No.

With a copy to

[ADDRESS]

Attention:

Facsimile No.

4. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

5. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the New Borrower and the Administrative Agent have caused this Agreement to be duly executed by their respective officers or representatives all as of the day and year first above written.

[NEW BORROWER]
By:
	Name:
	Title:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, not in its individual capacity but solely as Administrative Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

EXHIBIT F-2

[COLLATERAL AGENT], not in its individual capacity but solely as Collateral Agent

By:
	Name:
	Title:

With a copy to the Custodian

EXHIBIT F-3

Exhibit G

Form of Note

Up to US$[___] New York, New York

[____], 20[__]

FOR VALUE RECEIVED, the undersigned, each of (i) STORE Master Funding VIII, LLC, (ii) STORE Master Funding IX, LLC, (iii) STORE Master Funding XI, LLC, (iv) STORE Master Funding XIII, LLC, (v) STORE Master Funding XVI, LLC, (vi) STORE Master Funding XVII, LLC, (vii) STORE Master Funding XVIII, LLC, (viii) STORE Master Funding XXI, LLC, (ix) STORE Master Funding XXII, LLC, (x) STORE Master Funding XXIII, LLC, (xi) STORE Master Funding XXIV, LLC, (xii) STORE Master Funding XXV, LLC, (xiii) STORE Master Funding XXVI, LLC and (xiv) STORE Master Funding XXVII, LLC, each a Delaware limited liability company having its principal place of business at 8501 E. Princess Drive, Suite 190, Scottsdale, Arizona 85255, as maker (and any future Co-Borrowers to be added to the Credit Agreement (as defined below) from time to time pursuant to a Joinder, the “Borrowers”), promises to pay to [______________], as Lender (or its registered assigns), at the office of the Lender set forth in the Credit Agreement, dated as of February 3, 2023 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, having an address at 11 Madison Avenue, New York, New York 10010 (“CS Cayman Lender”), CITIBANK, N.A., having an address at 388-390 Greenwich Street, Trading Floor 4, New York, New York 10013 (“Citi Lender”, together with the CS Cayman Lender, the “Lenders”), and CITIBANK, N.A., as Payment Agent (the “Payment Agent”), in lawful money of the United States of America and in immediately available funds, the principal amount of up to US$[___], or, if less, such Lender’s pro rata share of the Loan under the Credit Agreement, and to pay interest at such office, in like money, from the date hereof on the unpaid principal amount of such Lender’s pro rata share of the Loan at the rates and on the dates specified in the Credit Agreement.

The Lender is authorized to record, on the schedules annexed hereto and made a part hereof or on other appropriate records, the date and the amount such Lender’s pro rata share of the Loan, each continuation thereof, the interest period for the Loan and the date and amount of each payment or prepayment of principal thereof. Any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded; provided that the failure of the Lender to make any such recordation (or any error in such recordation) shall not affect the obligations of the Borrowers hereunder or under the Credit Agreement in respect of the Loan.

This Note is one of the Notes referred to in the Credit Agreement, and is entitled to the benefits and subject to the provisions thereof. Capitalized terms used herein and defined herein have the meanings given them in the Credit Agreement. This Note is subject to periodic pay-downs, and optional and mandatory prepayment as provided in the Credit Agreement.

Upon the occurrence of an Event of Default, the Administrative Agent, on behalf of the Secured Parties shall have all of the remedies specified in the Credit Agreement. The Borrowers each hereby waive presentment, demand, protest, and notices of any kind to the extent permitted by applicable law.

EXHIBIT G-1

THIS NOTE 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 NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

EXHIBIT G-2

STORE MASTER FUNDING VIII, LLC, a Delaware limited liability company, as a Borrower
	By:
	Name:
	Title:
STORE MASTER FUNDING IX, LLC, a Delaware limited liability company, as a Borrower
	By:
	Name:
	Title:
STORE MASTER FUNDING XI, LLC, a Delaware limited liability company, as a Borrower
	By:
	Name:
	Title:
STORE MASTER FUNDING XIII. LLC, a Delaware limited liability company, as a Borrower
	By:
	Name:
	Title:
STORE MASTER FUNDING XVI, LLC, a Delaware limited liability company, as a Borrower
	By:
	Name:
	Title:

EXHIBIT G-3

STORE MASTER FUNDING XVII, LLC, a Delaware limited liability company, as a Borrower

By:

Name:

Title:

STORE MASTER FUNDING XVIII, LLC, a Delaware limited liability company, as a Borrower

By:

Name:

Title:

STORE MASTER FUNDING XXI, LLC, a Delaware limited liability company, as a Borrower

By:

Name:

Title:

STORE MASTER FUNDING XXII, LLC, a Delaware limited liability company, as a Borrower

By:

Name:

Title:

STORE MASTER FUNDING XXIII, LLC a Delaware limited liability company, as a Borrower

By:

Name:

Title:

EXHIBIT G-4

STORE MASTER FUNDING XXIV, LLC, a Delaware limited liability company, as a Borrower

By:

Name:

Title:

STORE MASTER FUNDING XXV, LLC, a Delaware limited liability company, as a Borrower

By:

Name:

Title:

STORE MASTER FUNDING XXVI, LLC a Delaware limited liability company, as a Borrower

By:

Name:

Title:

STORE MASTER FUNDING XXVII, LLC a Delaware limited liability company, as a Borrower

By:

Name:

Title:

EXHIBIT G-5

Schedule 1 to Note

Outstanding Principal Balance of the Loan Interest on Outstanding Loan Amount Payments on Outstanding Loan Amount Notation by Date

EXHIBIT G-6

Exhibit H

FORM OF SOLVENCY CERTIFICATE

[Date]

This Solvency Certificate (this “Certificate”) is delivered pursuant to Section 3.1(h) of that certain [insert description of Credit Agreement (the “Credit Agreement”)]. Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreement.

                , the [Chief Financial Officer] [Chief Accounting Officer] [specify other officer with equivalent duties] of the Company (after giving effect to the Transactions to occur on the Closing Date), DOES HEREBY CERTIFY, on behalf of the [Company] [Borrowers] and not in any individual or personal capacity (and without personal liability), that as of the date hereof:

1. I have reviewed the Credit Agreement and have made, or have caused to be made, such examinations or investigations as is necessary to enable me to express an informed opinion as to the matters referred to herein. The financial information, projections and assumptions that underlie and form the basis for the certifications made in this Solvency Certificate were made in good faith and were based on assumptions reasonably believed by the Company to be fair in light of the circumstances existing at the time made and continue to be fair as of the date hereof.

2. I acknowledge that the Lenders and the Administrative Agent are relying on the truth and accuracy of this Solvency Certificate in connection with the making of Loans under the Credit Agreement.

3. The sum of the liabilities (including contingent liabilities) of the [Company] [Borrowers] and the [Company’s] [Borrower’s] subsidiaries, on a consolidated basis, does not exceed the present fair saleable value of the present assets of the [Company] [Borrowers] and the [Company’s] [Borrower’s] subsidiaries, on a consolidated basis.

4. The present fair saleable value of the assets of the [Company] [Borrowers] and the [Company’s] [Borrower’s] subsidiaries, on a consolidated basis, is greater than the total amount of liabilities (including contingent liabilities) of the [Company] [Borrowers] and the [Company’s] [Borrower’s] subsidiaries, on a consolidated basis, as such liabilities become absolute and mature.

5. The capital of the [Company] [Borrowers] and the [Company’s] [Borrower’s] subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business (taken as a whole) as contemplated on the date hereof.

6. the [Company] [Borrowers] and the [Company’s] [Borrower’s] subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believes (nor should they reasonably believe) that they will incur, debts and liabilities including contingent liabilities, current obligations beyond their ability to pay such debts and liabilities as they become due (whether at maturity or otherwise).

EXHIBIT H-1

7. For purposes of this Certificate, the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that would reasonably be expected to become an actual or matured liability.

IN WITNESS WHEREOF, I have executed this Certificate this as of the date first written above.

[COMPANY]
By:
	Name:
	Title:

None

EXHIBIT H-2

EXECUTION VERSION

Exhibit I-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement, dated as of February 3, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among THE BORROWERS SET FORTH ON SCHEDULE I THERETO, (collectively “Borrowers” and each a “Borrower”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, having an address at 11 Madison Avenue, New York, New York 10010 (“CS Cayman Lender”), CITIBANK, N.A., having an address at 388-390 Greenwich Street, Trading Floor 4, New York, New York 10013 (“Citi Lender”, together with the CS Cayman Lender, the “Lenders”), and CITIBANK, N.A., as Payment Agent (the “Payment Agent”).

Pursuant to the provisions of Section 2.3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

EXHIBIT I-1-1

EXECUTION VERSION

Exhibit I-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement, dated as of February 3, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among THE BORROWERS SET FORTH ON SCHEDULE I THERETO, (collectively “Borrowers” and each a “Borrower”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, having an address at 11 Madison Avenue, New York, New York 10010 (“CS Cayman Lender”), CITIBANK, N.A., having an address at 388-390 Greenwich Street, Trading Floor 4, New York, New York 10013 (“Citi Lender”, together with the CS Cayman Lender, the “Lenders”), and CITIBANK, N.A., as Payment Agent (the “Payment Agent”).

Pursuant to the provisions of Section 2.3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT I-2-1

Exhibit I-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement, dated as of February 3, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, having an address at 11 Madison Avenue, New York, New York 10010 (“CS Cayman Lender”), CITIBANK, N.A., having an address at 388-390 Greenwich Street, Trading Floor 4, New York, New York 10013 (“Citi Lender”, together with the CS Cayman Lender, the “Lenders”), and CITIBANK, N.A., as Payment Agent (the “Payment Agent”).

Pursuant to the provisions of Section 2.3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT I-3-1

Exhibit I-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement, dated as of February 3, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, having an address at 11 Madison Avenue, New York, New York 10010 (“CS Cayman Lender”), CITIBANK, N.A., having an address at 388-390 Greenwich Street, Trading Floor 4, New York, New York 10013 (“Citi Lender”, together with the CS Cayman Lender, the “Lenders”), and CITIBANK, N.A., as Payment Agent (the “Payment Agent”).

Pursuant to the provisions of Section 2.3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT I-4-1

EX-10.2

Exhibit 10.2

EXECUTION VERSION

THE BORROWERS SET FORTH ON EXHIBIT A

each a Borrower,

and

EACH JOINING PARTY

each, as a Borrower,

IVORY REIT, LLC

as Property Manager and Special Servicer,

KEYBANK NATIONAL ASSOCIATION

as Back-Up Manager

and

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Administrative Agent

PROPERTY MANAGEMENT AND

SERVICING AGREEMENT

Dated as of February 3, 2023

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
Section 1.01	Defined Terms		1
Section 1.02	Other Definitional Provisions		18
Section 1.03	Certain Calculations in Respect of the Leases and the Mortgage Loans		19
Section 1.04	Fee Calculations		21
ARTICLE II REPRESENTATIONS AND WARRANTIES; RECORDINGS AND FILINGS; BOOKS AND RECORDS; DEFECT, BREACH, CURE, REPURCHASE AND SUBSTITUTION			21
Section 2.01	Representations and Warranties of Company, the Back-Up Manager and the Borrowers		21
Section 2.02	Recordings and Filings; Books and Records; Document Defects		25
Section 2.03	[Reserved]		27
Section 2.04	Non Petition Agreement		27
ARTICLE III ADMINISTRATION AND SERVICING OF PROPERTIES, LEASES AND MORTGAGE LOANS			27
Section 3.01	Administration of the Properties, Leases and Mortgage Loans		27
Section 3.02	Collection of Monthly Lease Payments and Monthly Loan Payments; General Receipts Accounts; Lockbox Transfer Accounts; Collection Account; Payment Account		29
Section 3.03	Advances		32
Section 3.04	Withdrawals From the Collection Account		33
Section 3.05	Investment of Funds in the Collection Account and the Exchange Reserve Account		33
Section 3.06	Maintenance of Insurance Policies: Errors and Omissions and Fidelity Coverage		35
Section 3.07	Reserved		38
Section 3.08	Borrowers, Custodian and Administrative Agent to Cooperate; Release of Lease Files and Loan Files		38
Section 3.09	Servicing Compensation: Interest on Advances		39
Section 3.10	Property Inspections; Collection of Financial Statements; Delivery of Certain Reports		40
Section 3.11	Quarterly Statement as to Compliance		41
Section 3.12	Reports by Independent Public Accountants		42

ii

Section 3.13	Access to Certain Information; Delivery of Certain Information	42
Section 3.14	Management of REO Properties and Properties Relating to Defaulted Assets	43
Section 3.15	Release, Sale and Exchange of Defaulted Assets and Terminated Lease Properties	44
Section 3.16	Renewals, Modifications, Waivers, Amendments; Consents and Other Matters	47
Section 3.17	Transfer of Servicing Between Property Manager and Special Servicer; Record Keeping	50
Section 3.18	Sub-Management Agreements	50
Section 3.19	Casualty	52
Section 3.20	Condemnation	55
Section 3.21	Separateness Provisions	57
Section 3.22	Estoppels	58
Section 3.23	Environmental Matters	58
ARTICLE IV REPORTS		60
Section 4.01	Reports to the Borrowers and the Administrative Agent	60
Section 4.02	Use of Agents	61
ARTICLE V THE PROPERTY MANAGER AND THE SPECIAL SERVICER		62
Section 5.01	Liability of the Property Manager, the Special Servicer and the Back-Up Manager	62
Section 5.02	Merger, Consolidation or Conversion of the Property Manager, the Special Servicer and the Back-Up Manager	62
Section 5.03	Limitation on Liability of the Property Manager, the Special Servicer and the Back-Up Manager	62
Section 5.04	Term of Service; Property Manager and Special Servicer Not to Resign	63
Section 5.05	Rights of Certain Persons in Respect of the Property Manager and the Special Servicer	64
Section 5.06	Designation of Special Servicer by the Administrative Agent	65
ARTICLE VI SERVICER REPLACEMENT EVENTS		65
Section 6.01	Servicer Replacement Events	65
Section 6.02	Appointment of Successor Servicer	67
Section 6.03	Back-Up Manager	69
Section 6.04	Additional Remedies of Borrowers and the Administrative Agent upon a Servicer Replacement Event	71

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ARTICLE VII TRANSFERS AND EXCHANGES OF FINANCED PROPERTIES BY BORROWERS; RELEASE OF FINANCED PROPERTIES BY BORROWERS		71
Section 7.01	Exchange of Financed Properties	71
Section 7.02	Sale Pursuant to Third Party Purchase Option	74
Section 7.03	Transfer of Lease to New Property	74
Section 7.04	Release of Property by a Borrower	75
Section 7.05	Terminated Lease Property and REO Property	75
Section 7.06	Risk-Based or Credit Risk Substitution	75
Section 7.07	[Reserved]	75
Section 7.08	[Reserved]	75
Section 7.09	[Reserved]	75
Section 7.10	Like-Kind Exchange. In accordance with the terms of the applicable Master Exchange Agreement, the following restrictions shall apply:	76
Section 7.11	Exchange Reserve Account	77
ARTICLE VIII TERMINATION		79
Section 8.01	Termination	79
ARTICLE IX MISCELLANEOUS PROVISIONS		79
Section 9.01	Amendment	79
Section 9.02	Counterparts	79
Section 9.03	Governing Law	79
Section 9.04	Notices	80
Section 9.05	Severability of Provisions	80
Section 9.06	Effect of Headings and Table of Contents	80
Section 9.07	[Reserved]	80
Section 9.08	Successors and Assigns: Beneficiaries	80
Section 9.09	Complete Agreement	81
Section 9.10	Consent to Jurisdiction	81
Section 9.11	No Proceedings	81
Section 9.12	Cooperation	81

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EXHIBITS

EXHIBIT A	BORROWERS
EXHIBIT B-l	FORM OF REQUEST FOR RELEASE — PROPERTY MANAGER
EXHIBIT B-2	FORM OF REQUEST FOR RELEASE — SPECIAL SERVICER
EXHIBIT C-1	[RESERVED]
EXHIBIT C-2	FORM OF ACKNOWLEDGMENT BY PROPOSED SPECIAL SERVICER ACCEPTING APPOINTMENT
EXHIBIT D	FORM OF LIMITED POWERS OF ATTORNEY FROM BORROWER OR ADMINISTRATIVE AGENT
EXHIBIT E	FORM OF ESTOPPEL CERTIFICATE, SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT
EXHIBIT F	FORM OF JOINDER
EXHIBIT G	FORM OF CERTIFICATE UNDER SECTION 7.01(b)
EXHIBIT H	[RESERVED]
EXHIBIT I	[RESERVED]

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This PROPERTY MANAGEMENT AND SERVICING AGREEMENT, dated as of February 3, 2023 (this “Agreement”), is made among the Borrowers set forth on Exhibit A (each a “Borrower” and collectively, “Borrowers”), each Joining Party, each as a Borrower (each, also, a “Borrower”), Ivory REIT, LLC, a Delaware limited liability company, as property manager and special servicer (together with its successors and assigns in such capacities, the “Property Manager” and “Special Servicer,” respectively), Credit Suisse AG, Cayman Islands Branch, not individually but solely as Administrative Agent (together with its successors in such capacity, the “Administrative Agent”) and KeyBank National Association, as Back-Up Manager (together with its successors in such capacity, the “Back-Up Manager”).

PRELIMINARY STATEMENT

As of the Closing Date, the Borrowers own the Financed Properties and the Leases and pursuant to the Collateral Agency Agreement and the Credit Agreement, have granted a first priority security interest in their respective right, title and interest in and to such Financed Properties and Leases to the Collateral Agent as security for the indebtedness evidenced by the Credit Agreement and the Notes issued under the Credit Agreement. The Property Manager has agreed to provide property management services with respect to the Financed Properties and to service the Leases and the Mortgage Loans in accordance with this Agreement.

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

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms.

Whenever used in this Agreement, including in the Preliminary Statement, the words and phrases set forth below, unless the context otherwise requires, shall have the meanings specified in this Section 1.01. Capitalized terms used in this Agreement, including the Preliminary Statement, and not defined herein, unless the context otherwise requires, shall have the respective meanings specified in Section 1.1 of the Credit Agreement.

“Additional Servicing Compensation”: Property Manager Additional Servicing Compensation and Special Servicer Additional Servicing Compensation.

“Additional Subsidies”: Funds deposited in or held in an Exchange Account other than funds that constitute Relinquished Property Proceeds; provided any such funds may not be already subject to the lien of the Credit Agreement.

“Advance”: Any Property Protection Advance.

“Advance Interest”: Interest accrued on any Advance at the Reimbursement Rate and payable to the Property Manager, the Back-Up Manager or the Administrative Agent, as the case may be, each in accordance with Section 3.09(e).

“Aggregate Collateral Value”: On any date of determination, the sum of the Collateral Values of the Mortgage Loans and Financed Properties in the Collateral pool.

“Agreement”: This Property Management and Servicing Agreement and all amendments hereof and supplements hereto.

“Back-Up Fee”: With respect to each Mortgage Loan and Property, the monthly fee payable to the Back-Up Manager pursuant to Section 3.09(f) in an amount equal to the product of (i) the Back-Up Fee Rate and (ii) the Loan Amount as of the related Determination Date.

“Back-Up Fee Rate”: With respect to each Property, a monthly rate equal to the product of (i) one-twelfth and (ii) 0.010%.

“Back-Up Manager”: As defined in the preamble.

“Back-Up Servicing Transfer Date”: As defined in Section 6.03(c).

“Borrowers”: As defined in the preamble.

“Casualty and Condemnation Proceeds Account”: A sub-account of the Payment Account into which shall be deposited insurance proceeds arising from an Insured Casualty and amounts received in connection with a Condemnation.

“Change of Control”: Either the acquisition of the beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of 50% or more of the common stock of the Company by a single Person or group of related Persons or the sale of all or substantially all of the assets of the Company.

“Closing Date”: The date of this Agreement.

“Collection Account”: The segregated account or accounts created and maintained by the Property Manager in the name of the Borrowers pursuant to Section 3.02(d) and, in each case, pledged to the Administrative Agent for the benefit of the Lenders, which shall be entitled “Ivory REIT, LLC, Blocked Collection Account” or, with respect to any account in the name of any other Borrower, such title as the Property Manager and the Administrative Agent shall agree.

“Collection Account Bank”: As defined in Section 3.02(d) hereof.

“Condemnation”: As defined in Section 3.20(a) hereof.

“Consolidated” (or “consolidated”) or “Consolidating” (or “consolidating”): When used with reference to any financial term in this Agreement, the aggregate for two or more Persons of the amounts signified by such term for all such Persons determined on a consolidated basis in accordance with GAAP.

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“Corrected Unit”: Any Property or Mortgage Loan that had been a Specially Managed Unit but with respect to which (a) as of the date of determination, no circumstance identified in clauses (i) through (v) of the definition of the term “Specially Managed Unit” then exists and (b) one or more of the following as are applicable occur:

(i) if a circumstance described in clause (i) of the definition of the term “Specially Managed Unit” previously existed with respect to such Property or Mortgage Loan, such condition shall have ceased to exist and the related Tenant or Mortgage Loan Borrower has made two consecutive full and timely Monthly Lease Payments or Monthly Loan Payments under the terms of the related Lease or Mortgage Loan (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related Tenant or Mortgage Loan Borrower or by reason of a modification, waiver or amendment granted or agreed to by the Special Servicer in accordance with this Agreement);

(ii) if a default described in clause (ii) of the definition of the term “Specially Managed Unit” previously existed with respect to such Property or Mortgage Loan, such default is cured;

(iii) if a circumstance described in clause (iii) of the definition of the term “Specially Managed Unit” previously existed with respect to such Property or Mortgage Loan, such circumstances cease to exist in the good faith and reasonable judgment of the Special Servicer;

(iv) if a circumstance described in clause (iv) of the definition of the term “Specially Managed Unit” previously existed with respect to such Property or Mortgage Loan, a Lease or Mortgage Loan is entered into with respect to such Property in accordance with the terms of this Agreement; and

(v) if the Property Manager previously received the notice described in clause (v) of the definition of the term “Specially Managed Unit” with respect to such Property or Mortgage Loan, the Property Manager receives notice that the related Tenant or Mortgage Loan Borrower will resume making Monthly Lease Payments under such Tenant’s Lease or Monthly Loan Payments under such Mortgage Loan Borrower’s Mortgage Loan and such Tenant or Mortgage Loan Borrower has made two consecutive full and timely Monthly Lease Payments or Monthly Loan Payments under the terms of the related Lease or Mortgage Loan (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related Tenant or Mortgage Loan Borrower or by reason of a modification, waiver or amendment granted or agreed to by the Special Servicer in accordance with this Agreement).

“Credit Agreement”: The Credit Agreement, dated as of the Closing Date, among the Borrowers, the Administrative Agent, the Lenders and the Payment Agent, as amended, restated, replaced, supplemented or otherwise modified from time to time.

“Default Interest”: With respect to any (i) Lease, any amounts collected thereon (other than late payment charges or amounts representing the Third Party Option Price paid by the related Tenant or any third party) that represent penalty interest accrued at the rate specified in such Lease and (ii) Mortgage Loan, any amounts collected thereon (other than late payments, late payment charges or Yield Maintenance Premiums) that represent penalty interest in excess of interest on the principal balance of such Mortgage Loan accrued at the related Interest Rate.

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“Defaulting Party”: As defined in Section 6.02(a).

“Disbursement Occurrence”: A disbursement of funds in an Exchange Account pursuant to the terms of a Master Exchange Agreement.

“Document Defect”: As defined in Section 2.02(c).

“Due Date”: With respect to any Mortgage Loan or Lease, the day of each calendar month on which the Monthly Loan Payment or Monthly Lease Payment, as applicable, with respect thereto is due.

“Eligible Account”: Any of (i) a segregated account maintained with a federal- or state-chartered depository institution or trust company, the long-term deposit or long-term unsecured debt obligations of which (or of such institution’s parent holding company) are rated “A” or better by S&P (or, solely with respect to the General Receipts Account and the Lockbox Transfer Account, “A-” or better by S&P), if the deposits are to be held in the account for more than thirty (30) days, or the short-term deposit or short-term unsecured debt obligations of which (or of such institution’s parent holding company) are rated “A-1” by S&P (or, solely with respect to the General Receipts Account and the Lockbox Transfer Account, “A-2” or better by S&P) if the deposits are to be held in the account for thirty (30) days or less, in any event at any time funds are on deposit therein, (ii) a segregated trust account maintained with a federal-or state-chartered depository institution or trust company acting in its fiduciary capacity, which, in the case of a state-chartered depository institution or trust company is subject to regulations regarding fiduciary funds on deposit therein substantially similar to 12 C.F.R. § 9.10(b), and which, in either case, has a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority, or (iii) any separate and identifiable account held by the holding institution that is reasonably acceptable to the Administrative Agent.

“Emergency Property Expenses”: As defined in Section 3.03(d).

“Environmental Insurer”: Any Qualified Insurer that issues Environmental Policies relating to any of the Mortgage Loans or Properties.

“Environmental Policy”: Any insurance policy issued by an Environmental Insurer, together with any endorsements thereto, providing insurance coverage for losses, with respect to certain Mortgage Loans or Properties, caused by the presence of Hazardous Substances on, or the migration of Hazardous Substances from, the related Properties.

“Escrow Agent”: The escrow agent under the applicable Master Exchange Agreement.

“Escrow Agreement”: An escrow agreement that may be entered into, among the Escrow Agent, the Qualified Intermediary, the Company, the Borrowers and any joining party thereto, as amended, restated, supplemented or otherwise modified from time to time, in form and substance reasonably satisfactory to Administrative Agent.

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“Escrow Payment”: Any payment received by the Property Manager or the Special Servicer for the account of any Tenant or Mortgage Loan Borrower for application toward the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items in respect of the related Property.

“Exchange”: An exchange transaction pursuant to the terms of a Master Exchange Agreement.

“Exchange Account”: As defined in the applicable Master Exchange Agreement.

“Exchange Amount”: As defined in Section 7.11(b).

“Exchange Cash Collateral”: As defined in Section 7.11(b).

“Exchange Commencement Date”: The date on which a Relinquished Property is transferred in connection with an Exchange pursuant to a Master Exchange Agreement.

“Exchange Reserve Account”: As defined in Section 7.11(a).

“Exchanged Property”: A Property and the related Lease that is exchanged for a Qualified Substitute Property in a transaction with a third party or an Affiliate of the Company and subject to the conditions and limitations described in this Agreement.

“Excluded Asset”: A Property owned by a Borrower that has been identified (A) on the Financed Property Schedule as a Lender Approved Release Property or (B) by the applicable Borrower as not included in the Collateral pool (other than a Financed Property unless such Financed Property has been released from the Collateral pursuant to Section 2.9 of the Credit Agreement) and that has been certified by the applicable Borrower in an Officer’s Certificate delivered to the Property Manager and the Administrative Agent as satisfying the following conditions: (i) such Property complies, in all material respects, with all of the representations and warranties made with respect to Properties under the Credit Agreement (with each date therein referring to the date of acquisition of such Property), (ii) such Property has received an Environmental Report in connection with the acquisition of the related Excluded Asset that did not identify any material environmental items, (iii) the contractual amount of any third party option price with respect to such Property is at least equal to the fair market value of such Property, (iv) such Property is leased pursuant to a “triple-net” lease or Hybrid Lease, (v) such Property is consistent with the Company’s investment criteria and does not present any material risk or contingent obligations, taking into account the Servicing Standard and the best interests of the Lenders and (vi) such Property has an Appraised Value that, when combined with all Excluded Assets then owned by the Borrower, would not exceed 5% of the Aggregate Collateral Value as of the Closing Date.

“Fair Market Value”: At any time, a price determined by the Property Manager (or by the Special Servicer with respect to a Specially Managed Unit) in accordance with the Servicing Standard to be the most probable price that the related Lease, Mortgage Loan or Property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus, plus any unreimbursed Advances, Emergency Property Expenses, Liquidation

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Fees, Workout Fees, Special Servicing Fees and Extraordinary Expenses (plus interest thereon as applicable), in each case, related to such Lease, Mortgage Loan or Property. In making any such determination, the Property Manager or Special Servicer may obtain an MAI certified appraisal of the related Property and shall assume the consummation of a sale as of a specified date (and, with respect to Properties not securing Mortgage Loans, the passing of title from the seller to the buyer) under conditions whereby: (i) the buyer and the seller are typically motivated; (ii) both parties are well informed or well advised, and acting in what they consider their best interests; (iii) a reasonable time is allowed for exposure in the open market; (iv) payment is made in terms of cash in United States dollars or in financial arrangements comparable thereto; and (v) the price represents the normal consideration for such Lease, Mortgage Loan or Property unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.

“Financed Property Schedule”: The list of Mortgage Loans and Properties identified in that that certain Disclosure Letter, dated as of the Closing Date, delivered by the Borrowers to the Administrative Agent. Such list shall set forth the following information with respect to (a) each Mortgage Loan:

(i) the identification number for the related Property;

(ii) the street address (including city, state and zip code) of the related Property;

(iii) the related Mortgage Loan Borrower loan number and name of Mortgage Loan Borrower;

(iv) the Appraised Value of the related Property;

(v) the Mortgage Loan’s maturity date, if applicable;

(vi) the concept of the related Property; and

(vii) the Allocated Loan Amount; and

(b) each Property:

(i) the identification number for the Property;

(ii) the related Mortgage Loan Borrower lease number and name of the related Tenant;

(iii) the Lease Expiration Date for such Lease;

(iv) the street address (including city, state and zip code) of such Property;

(v) the Appraised Value of such Property;

(vi) the concept operated on such Property; and

(vii) the Allocated Loan Amount.

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“FNMA”: Federal National Mortgage Association or any successor.

“General Receipts Account”: The account or accounts created and maintained pursuant to Section 3.02(b).

“General Receipts Account Bank”: As defined in Section 3.02(b).

“Ground Lease”: With respect to any Property, the lease agreement, if any, between the Ground Lessor thereof and the applicable Borrower with respect to the land comprising such Property.

“Ground Lessor”: The fee owner (or intermediate lessor) of the land with respect to any Property which is subject to a Ground Lease.

“Improvements”: The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements erected or located on the related Property.

“Insurance Requirements”: The requirements for insurance set forth in Section 3.06.

“Insured Casualty”: As defined in Section 3.19(a).

“Interest Accrual Period”: With respect to each Due Date related to any Mortgage Loan, the period specified in the related Loan Documents.

“Interest Rate”: With respect to any Mortgage Loan, the annualized rate at which interest is scheduled (in the absence of a default) to accrue on such Mortgage Loan from time to time during any Interest Accrual Period in accordance with the related Mortgage Note and applicable law, as such rate may be modified in accordance with this Agreement or in connection with a bankruptcy, insolvency or similar proceeding involving the related Mortgage Loan Borrower.

“Interested Person”: Any Borrower, the Property Manager, the Special Servicer or an Affiliate of any such Person.

“Ivory SPE”: Any special purpose, bankruptcy remote subsidiary (direct or indirect) of the Company.

“Joinder Agreement”: Any Joinder Agreement, dated as of the date that the applicable Joining Party becomes a party to the Credit Agreement, among the applicable Joining Party, the Property Manager, the Special Servicer, the Administrative Agent and the Back-Up Manager, substantially in the form of Exhibit F attached hereto.

“Joining Party”: Any entity added as a “Borrower” in accordance with the Credit Agreement, as indicated in the applicable Joinder Agreement.

“KeyBank”: KeyBank National Association.

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“Lease”: Each lease of a Financed Property by a Borrower as lessor. As used herein and in the other Loan Documents, the term “Lease” includes (i) the related lease agreement and all amendments, modifications and waiver agreements related thereto and (ii) with respect to a Hybrid Lease, the ground lease and any sublease related to such Hybrid Lease and the loan secured by a mortgage or deed of trust, as applicable, on the Improvements on, and the leasehold interest in, the Property subject to such ground lease.

“Lease Documents”: Any lease agreement, non-disturbance agreement, guaranty or other agreement or instrument, to the extent made for the benefit of a related Borrower.

“Lease Expiration Date”: With respect to any Lease, the date specified in such Lease (as in effect on the Closing Date or, if later, the date such Lease was first included in the Collateral pool) on which the term of the Lease expires or such earlier date on which the Tenant has an option to terminate the Lease (as in effect on the Closing Date or, if later, the date such Lease was first included in the Collateral pool), without regard to any unexercised options to renew or extend such Lease or change in or modification of such terms in connection with a bankruptcy or similar proceeding involving the related Tenant or a modification, waiver, extension or amendment of such Lease granted or agreed to by the Special Servicer pursuant to Section 3.16.

“Lease File”: With respect to each Property and the related Lease, the following documentation:

(i) the executed original of the Lease and any amendment, modification, waiver agreement or instrument related thereto or a copy thereof certified to be true, correct and complete by the related Borrower;

(ii) the executed original of any Lease Guaranty and any amendment, modification, waiver agreement or instrument related thereto to the extent in the possession of the related Borrower or a copy thereof certified to be true, correct and complete by such Borrower;

(iii) a file stamped copy of any UCC Financing Statements in favor of the Administrative Agent required to be filed with respect to such Property in order to perfect the Administrative Agent’s lien with respect to such Lease or, if a file stamped copy has not been returned from one applicable filing office, a copy of such UCC Financing Statement as certified by the Property Manager to be a true and complete copy of the original that will be submitted for recording;

(iv) the executed original recorded Mortgage and any assignment thereof in favor of the Collateral Agent, on behalf of the Administrative Agent, with respect to the related Property, or, if such original Mortgage and/or any assignment thereof has not been returned from the applicable public recording office, a complete copy thereof delivered by the related Originator or the related Borrower or any applicable title company that closed or is closing such Mortgage as a true and complete copy of the original thereof submitted for recording (which delivery shall be deemed to be a certification by such Originator and such Borrower that such copy is a true and complete copy of the original submitted for recording);

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(v) an original or copy of the lender’s title insurance policy relating to the Mortgage for such Property, together with all riders thereto showing the Administrative Agent or the Collateral Agent, on behalf of the Administrative Agent, and its successors and assigns as the named insured, or, with respect to each Property as to which a title insurance policy has not yet been issued, a policy meeting the foregoing description as evidenced by a commitment for title insurance “marked up” together with a closing instruction letter setting forth such requirements of the lender’s title insurance policy (or by “pro-forma” otherwise agreed to by the title company) as of the closing date of the acquisition of such Property;

(vi) a Tenant estoppel certificate, if any, to the extent in the possession of the related Borrower or the related Originator, in which the Tenant acknowledges that the Lease is in full force and effect, that the lessor is not in default under the terms of the Lease, and that no circumstances currently exist that would give the Tenant the right to abate or offset its rent;

(vii) evidence of insurance showing the related Borrower or its Affiliate as the insured or an additional insured party under certain casualty insurance policies, if any;

(viii) with respect to any Lease to a franchisee, a copy of the related franchise agreement, to the extent in the possession of the related Borrower or the related Originator;

(ix) the SNDA, if any, for each Lease existing as of the date of this Agreement or the related Transfer Date, as applicable;

(x) any property zoning reports;

(xi) the related Ground Lease, if any, and any amendment, modification, waiver agreement or instrument related thereto, together with the applicable Ground Lessor estoppel;

(xii) an appraisal of the Property, including information on rental rates and lease terms for comparable space, recent sales of comparable properties, and recent sales of unimproved land with similar zoning;

(xiii) environmental reports, if applicable;

(xiv) a copy of the environmental insurance policy, if applicable, together with the original assignment thereof to the Administrative Agent;

(xv) a survey of the Property;

(xvi) property condition report, if applicable;

(xvii) any purchase option agreements, to the extent not included in the Lease;

(xviii) with respect to any Ground Lease, an assignment of Ground Lease, if any, and a non-disturbance agreement from the Ground Lessor and the fee mortgagee, if any;

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(xix) all original letters of credit, if any;

(xx) with respect to a Hybrid Lease, the documents set forth in the definition of “Loan File” contained herein; and

(xxi) a checklist of the foregoing documents;

provided, that (x) no assignment of any of the foregoing documents in favor of the Administrative Agent shall be considered to be effective until the applicable Closing Date, notwithstanding any earlier date on any such assignment, (y) whenever the term “Lease File” is used to refer to documents actually received by the Custodian pursuant to this Agreement or the Custody Agreement, such term shall not be deemed to include such documents required to be included therein unless they are actually so received and (z) whenever the term “Lease File” is used in connection with any receipt or certification by the Custodian for documents described in clauses (ii), (vi), (vii), (ix), (x), (xi), (xiii), (xiv), (xvii), (xviii) and (xix) of this definition, such term shall be deemed to include such documents and any amendment, modification, waiver, agreement or instrument related thereto, only to the extent that a Responsible Officer of the Custodian has actual knowledge of their existence.

“Lease Transfer Property”: As defined in Section 7.03.

“Liquidated Lease”: A Defaulted Asset that is a Lease with respect to which the related Property has been either re-leased or sold, or any Lease related to a Property purchased from the applicable Borrower or disposed of by such Borrower pursuant to an exchange, whether or not terminated because of a default by the Tenant.

“Liquidation Fee”: A liquidation fee payable to the Special Servicer with respect to (a) each Mortgage Loan, Lease or Property repurchased by a Borrower or the Limited Guarantor due to a Collateral Defect if purchased after the applicable cure period, (b) any Specially Managed Unit as to which the Special Servicer obtains a full, partial or discounted payoff for some or all of the Allocated Loan Amount of the Property from the related Tenant or Mortgage Loan from the related Mortgage Loan Borrower, or (c) any Specially Managed Unit or REO Property as to which the Special Servicer recovered any Liquidation Proceeds; provided, that no Liquidation Fee will be payable from any Liquidation Proceeds collected in connection with the purchase of any Specially Managed Unit or REO Property by the Property Manager or the Special Servicer.

“Lockbox Transfer Account”: The account or accounts created and maintained pursuant to Section 3.02(c).

“Lockbox Transfer Account Bank”: As defined in Section 3.02(c).

“Master Exchange Agreement”: A master exchange agreement or exchange agreement, entered into by the Company, the Borrowers, the Qualified Intermediary and/or the owner of the Qualified Intermediary, as amended, restated, supplemented or otherwise modified from time to time, in form and substance reasonably satisfactory to Administrative Agent.

“Modified Collateral Detail and Realized Loss Report”: As defined in Section 4.01(c).

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“Monthly Loan Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of principal and interest on such Mortgage Loan that is or would be, as the case may be, payable by the related Mortgage Loan Borrower on each Due Date under the terms of the related Mortgage Note as in effect on the applicable Closing Date or, if otherwise applicable, such date such Mortgage Loan was first included in the Collateral pool, without regard to any subsequent change in or modification of such terms in connection with a bankruptcy or similar proceeding involving the related Mortgage Loan Borrower or a modification, waiver or amendment of such Mortgage Loan granted or agreed to by the Special Servicer pursuant to this Agreement, and assuming that each prior Monthly Loan Payment has been made in a timely manner.

“Net Default Interest”: With respect to any (i) Lease, any Default Interest collected thereon and (ii) Mortgage Loan, any Default Interest collected thereon.

“Net Investment Earnings”: The amount by which the aggregate of all interest and other income realized during a Collection Period on funds held in the Collection Account, Payment Account, the Release Account and any other accounts established under the Loan Documents from time to time, if any, exceeds the aggregate of all losses, if any, incurred during such Collection Period in connection with the investment of such funds in accordance with Section 3.05.

“Nonrecoverable Advance”: Any portion of an Advance previously made or proposed to be made which, in the case of an Advance previously made, has not been previously reimbursed to the Property Manager or the Back-Up Manager and which the Property Manager or the Back-Up Manager, in accordance with the terms hereof exercised in good faith, as applicable, determines, taking into account amounts that may be collected or realized on such Financed Properties or Leases prior to final liquidation and Liquidation Proceeds, will not, or, in the case of a proposed Advance, would not, be ultimately recoverable together with interest thereon at the Reimbursement Rate from amounts to be deposited in the Collection Account under the terms of this Agreement with respect to such Mortgage Loans, Properties or Leases (including, without limitation, payments by the Tenants and Mortgage Loan Borrowers and collections under the related Leases and Mortgage Loans, Default Interest and late payment fees, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, and proceeds from the operation and servicing of such Properties, Leases and Mortgage Loans). In making any determination as to nonrecoverability pursuant to the provisions of the Loan Documents following the occurrence and continuance of an event of default under the Credit Agreement, the Property Manager (including the Back-Up Manager, as successor Property Manager, and the Administrative Agent, as applicable) may consider the limitations on its enforcement remedies.

“Officer’s Certificate”: A certificate signed by a Servicing Officer of the Property Manager or the Special Servicer or the applicable Borrower, as the case may be, and with respect to any other Person, a certificate signed by the Chairman of the Board, the President, a Vice President or Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of such Person.

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“Opinion of Counsel”: A written opinion of counsel (which shall be rendered by counsel that is independent of the Borrowers, the Property Manager and the Special Servicer) in form and substance reasonably acceptable to and delivered to the addressees thereof.

“Percentage Rent”: With respect to any Lease, the rent thereunder, if any, calculated as a percentage of the total sales generated by the related Tenant at the related Property in excess of (or in lieu of, as applicable) the Monthly Lease Payments as provided in the applicable Lease.

“Permitted Investments”: Any one or more of the following obligations or securities: (i) direct obligations of, or guaranteed as to timely payment of principal and interest by, the United States of America or any agency or instrumentality thereof provided that such obligations are backed by the full faith and credit of the United States of America; (ii) direct obligations of, or guaranteed as to timely payment of principal and interest by, the Federal Home Loan Mortgage Corporation, the Federal Home Loan Bank, the Federal National Mortgage As-sociation or the Federal Farm Credit System, provided that any such obligation, at the time of purchase or contractual commitment providing for the purchase thereof, is qualified by any Rating Agency as an investment of funds backing securities rated “AAA” (or such comparable rating); (iii) demand and time deposits in or certificates of deposit of, or bankers’ acceptances is-sued by, any bank or trust company, savings and loan association or savings bank fully insured by the Federal Deposit Insurance Corporation, which such bank, trust company, savings and loan association or savings bank shall have a rating of not less than A-2 from S&P and (iv) re-purchase obligations collateralized at 102% by any security described in clause (i) or (ii) above entered into with a depository institution or trust company (acting as principal) described in clause (iii) above.

“Permitted Leases”: Those Leases referenced on the Financed Property Schedule and any other Leases entered into in accordance with the terms and conditions of the Credit Agreement and this Agreement.

“Permitted Materials”: As defined in Section 3.23(a).

“Primary Servicing Office”: (i) With respect to the Property Manager or the Special Servicer, the office of the Property Manager or the Special Servicer, as the context may require, that is primarily responsible for such party’s servicing obligations hereunder and (ii) with respect to the Back-Up Manager, the office of the Back-Up Manager, as the context may require, that is primarily responsible for such party’s servicing obligations hereunder.

“Property Insurance Policy”: With respect to any Property, any hazard insurance policy, flood insurance policy, or other insurance policy that is maintained from time to time in respect of such Property (including, without limitation, any blanket insurance policy maintained by or on behalf of the applicable Borrower).

“Property Management Fee”: With respect to each Mortgage Loan and each Property owned by a Borrower, the monthly fee payable to the Property Manager pursuant to Section 3.09(a) in amount equal to the product of: (i) the Property Management Fee Rate and (ii) the aggregate Allocated Loan Amount (as of the related Determination Date) of all Mortgage Loans and Properties in the Collateral pool that did not relate to Specially Managed Units during the related Collection Period.

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“Property Management Fee Rate”: With respect to each Lease and Mortgage Loan, a monthly rate equal to the product of (i) one-twelfth and (ii) 0.25%.

“Property Manager”: Ivory REIT, LLC, in its capacity as property manager under this Agreement, or any successor property manager appointed as herein provided.

“Property Manager Additional Servicing Compensation”: The additional servicing compensation payable to the Property Manager pursuant to Section 3.09(b).

“Property Protection Advances”: With respect to the Leases, the Mortgage Loans and the Properties:

(i) All customary, reasonable and necessary out-of-pocket costs and expenses incurred by the Property Manager (or, if applicable, the Back-Up Manager), in connection with servicing the Leases, the Properties and the Mortgage Loans, in accordance with the Servicing Standard and this Agreement, for the purpose of paying real estate taxes, premiums on Property Insurance Policies (not already paid pursuant to Section 2.11 of the Credit Agreement, as confirmed by the applicable Borrower) and other amounts necessary to preserve or maintain the security interest and lien of the Collateral Agent or Administrative Agent in, and value of, each related Property (including any costs and expenses necessary to re-lease such Property), Lease or Mortgage Loan (including costs and expenses related to collection efforts).

(ii) All customary, reasonable and necessary out-of-pocket costs and expenses incurred by the Property Manager, the Back-Up Manager or Special Servicer in connection with the servicing of a Mortgage Loan after a default, delinquency or other unanticipated event, or in connection with the administration of any REO Property, including, but not limited to, the cost of (a) the preservation, insurance, restoration, protection and management of any Collateral, including the cost of any “force placed” insurance policy purchased by the Property Manager to the extent such cost is allocable to a particular item of Collateral that the Property Manager is required to cause to be insured pursuant to Section 3.06, (b) obtaining any Liquidation Proceeds (insofar as such Liquidation Proceeds are of the nature described in the definition thereof) or Insurance Proceeds in respect of any Collateral or REO Property, (c) any enforcement of judicial proceedings with respect to any Collateral, including foreclosures, and (d) the operation, management, maintenance and liquidation of any REO Property. Notwithstanding anything to the contrary, “Property Protection Advances” shall not include allocable overhead of the Property Manager, Back-Up Manager or the Special Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses.

“Purchase Option”: An option by a Tenant or other Person that is not an Affiliate of the applicable Borrower to purchase a Property pursuant to the related Lease.

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“Qualified Insurer”: An insurance company or security or bonding company qualified to write the related Property Insurance Policy in the relevant jurisdiction.

“Qualified Intermediary”: The intermediary specified in a Master Exchange Agreement.

“Qualified Substitute Property”: A New Property acquired by a Borrower in accordance with the Credit Agreement and substituted for any Exchanged Property that, on the date such Qualified Substitute Property is added to the Collateral pool, (i) in connection with any Exchanged Property, has a Collateral Value that, when combined with the Collateral Value of all other Qualified Substitute Properties acquired by the Borrowers since the Closing Date, is at least equal to the Fair Market Value of all Exchanged Properties exchanged since Closing Date (each such Exchanged Property as measured on the date of their respective removals), (ii) is an Eligible Property, (iii) has, together with all other Qualified Substitute Properties, acquired by the Borrowers since the Closing Date, the same or greater aggregate Monthly Lease Payments and Monthly Loan Payments, if applicable, as the Exchanged Properties and Released Properties since the Closing Date (each measured on the date of their respective removals), (iv) is leased pursuant to a Lease, that when combined with the Leases of all other Qualified Substitute Properties acquired since the Closing Date, has a weighted average remaining term that equals or exceeds the weighted average remaining term of the Leases associated with the Exchanged Properties, and Released Properties, since the Closing Date (each measured on the date of their respective removals), (v) if the Tenant thereof or any third party has an option to purchase such Qualified Substitute Property, the contractual amount of such Third Party Option Price is not less than what the Allocated Loan Amount of such Qualified Substitute Property would be after giving effect to the substitution of such Property, (vi) when combined with all other Qualified Substitute Properties since the Closing Date, does not cause the Aggregate 4-Wall FCCR of such Qualified Substitute Properties to be less than the Aggregate 4-Wall FCCR (measured as of the date of each respective substitution) of all Exchanged Properties and Released Properties since the Closing Date.

“Reimbursement Rate”: The rate per annum applicable to the accrual of Advance Interest, which rate per annum is equal to the Prime Rate plus 2.0%.

“Release Account”: The segregated account established and maintained by the Administrative Agent on behalf of the Lenders and the Borrowers for the deposit of cash proceeds from the sale of a Financed Property prior to the substitution of a Qualified Substitute Property as set forth herein.

“Released Property: As defined in Section 7.04.

“Relinquished Property”: As defined in the applicable Master Exchange Agreement.

“Relinquished Property Proceeds”: Funds derived from or otherwise attributable to the transfer of Relinquished Property pursuant to a Master Exchange Agreement.

“Remedial Work”: As defined in Section 3.23(c).

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“Removed Property”: A Released Property or Exchanged Property that has either been released or substituted and that is removed from the Collateral pool pursuant to Article VII hereof and the Credit Agreement.

“REO Property”: A Property acquired by or on behalf of a Borrower as “real estate owned” whether through foreclosure, deed in lieu of foreclosure or otherwise.

“REO Revenues”: All income, rents, profits and proceeds derived from the ownership, operation or leasing of any REO Property.

“Replacement Property”: As defined in the applicable Master Exchange Agreement.

“Request for Release”: A request signed by a Servicing Officer of the applicable Borrower or the Property Manager in the form of Exhibit B-l attached hereto or of such Borrower or the Special Servicer in the form of Exhibit B-2 attached hereto.

“Required Conditions”: With respect to any proposed substitution, release, exchange or lease transfer of a Property or Mortgage Loan, the satisfaction or waiver of the following conditions:

(i) the applicable Borrower shall submit to the Administrative Agent, not less than five (5) days prior to the date of such release, a release of Lien of the Mortgage (and related Loan Documents) for such Property or Mortgage Loan for execution by the Administrative Agent. Such release shall be in a form appropriate in each jurisdiction in which the Property or Mortgage Loan is located;

(ii) solely with respect to a proposed substitution, release, exchange or lease transfer of a Property, if the Property sought to be substituted, released, exchanged or have its lease transferred is located adjacent to another Property, after giving effect to such release, (A) each such remaining Property shall (1) have adequate rights of access to public ways, (2) be a “legal lot” under all Legal Requirements and be separately assessed for tax purposes, (3) comply with all Legal Requirements, including all applicable zoning ordinances and subdivision ordinances, (4) receive all public utilities directly from an adjoining public right-of-way, through another remaining Property or through valid easements insured under the Title Insurance Policies, and (5) not be subject to any material encroachment by Improvements on the Property so released, and (B) no material Improvements on any Property shall encroach onto the Property so released. Such Borrower shall have executed and delivered such reciprocal easements, declarations of covenants, conditions and restrictions and such other agreements as may be required by the title insurance company that issued the Title Insurance Policies or by any Governmental Authorities or as may be reasonably required by the Administrative Agent;

(iii) if the Property sought to be substituted, released, exchanged or have its lease transferred is subject to a Lease or Mortgage Loan that also covers any other Property, such Lease or Mortgage Loan shall be severed and amended so that, after giving effect to such release, no Property shall be subject to a Lease or Mortgage Loan that also affects any Property that is not subject to a Mortgage; and

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(iv) the conditions to the release of such Property set forth in the Credit Agreement have been satisfied.

“Required Transfer Instruction Date”: The date on which a Borrower or the Company is required to direct the transfer of Relinquished Property Proceeds from the Exchange Account to the Collection Account pursuant to the Escrow Agreement.

“Risk-Based Substitution”: The meaning specified in Section 7.06.

“Servicer Replacement Event”: The meaning specified in Section 6.01(a).

“Servicing Fees”: With respect to each Property and the related Lease or Mortgage Loan, the Property Management Fee, the Back-Up Fee, the Property Manager Additional Servicing Compensation, if any, the Special Servicing Fee, if any, and the Special Servicer Additional Servicing Compensation, if any.

“Servicing File”: Any documents (other than documents required to be part of the related Lease File or Loan File) in the possession of the Property Manager or the Special Servicer and relating to the origination and servicing of any Mortgage Loan or Lease or the administration of any Property.

“Servicing Officer”: Any officer or employee of the Property Manager or the Special Servicer involved in, or responsible for, the administration, management and servicing of the Properties, Leases or Mortgage Loans, whose name and specimen signature appear on a list of Servicing Officers furnished by such party to the applicable Borrower and the Administrative Agent on the Closing Date, as such list may be amended from time to time.

“Servicing Transfer Agreement”: As defined in Section 5.04.

“Servicing Transfer Date”: As defined in Section 5.04.

“Servicing Transfer Event”: With respect to any Property, the occurrence of any of the events described in clauses (i) through (v) of the definition of “Specially Managed Unit.”

“SNDA”: A subordination, non-disturbance, and attornment agreement with respect to a Lease, which is in a form attached hereto as Exhibit E with such reasonable modifications as may be requested by the subject Tenant and are reasonably acceptable to the Administrative Agent. For the avoidance of doubt, the Back-Up Manager shall not be party to any SNDA.

“Special Servicer”: Ivory REIT, LLC, in its capacity as special servicer under this Agreement, or any successor special servicer appointed as herein provided.

“Special Servicer Additional Servicing Compensation”: The additional servicing compensation payable to the Special Servicer pursuant to Section 3.09(d).

“Special Servicer Report”: As defined in Section 4.01(b).

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“Special Servicing Fee”: With respect to each Specially Managed Unit, the monthly fee payable to the Special Servicer pursuant to the first paragraph of Section 3.09(c) in amount equal to the product of (i) the Special Servicing Fee Rate and (ii) the aggregate Allocated Loan Amount (as of the related Determination Date) of all Mortgage Loans and Properties in the Collateral pool that did not relate to Specially Managed Units during the related Collection Period.

“Special Servicing Fee Rate”: With respect to each Specially Managed Unit, a monthly rate equal to the product of (i) one-twelfth and (ii) 0.75%.

“Specially Managed Unit”: Any Property or Mortgage Loan as to which any of the following events has occurred:

(i) such Property or Mortgage Loan is a Defaulted Asset, with respect to which the related default materially and adversely affects the interests of the applicable Borrower or the Lenders; or

(ii) there shall have been commenced in a court or agency or supervisory authority having jurisdiction an involuntary action against the Tenant or Mortgage Loan Borrower under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings or for the winding up or liquidation of its affairs, which action shall not have been dismissed for a period of 90 days, and the subject Lease or Mortgage Loan has not been rejected in any related proceeding; or the Tenant or Mortgage Loan Borrower shall have consented to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Tenant or Mortgage Loan Borrower or of or relating to all or substantially all of its property, and the subject Lease or Mortgage Loan has not been rejected in any related proceeding; or the Tenant or Mortgage Loan Borrower shall have admitted in writing its inability to pay its debts generally as they become due, filed a petition to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations, and the subject Lease or Mortgage Loan has not been rejected in any related proceeding; or

(iii) the Lease or Mortgage Loan has expired, been terminated, or rejected in any bankruptcy or related proceeding; or

(iv) the Property Manager receives notice that (A) a Tenant will no longer make Monthly Lease Payments under such Tenant’s Lease or (B) a Mortgage Loan Borrower will no longer make Monthly Loan Payments under such Mortgage Loan Borrower’s Mortgage Loan.

“Sub-Management Agreement”: The written contract between the Property Manager or the Special Servicer, on the one hand, and any Sub-Manager, on the other hand, relating to servicing and administration of Mortgage Loans, Leases and Properties, as provided in Section 3.18.

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“Sub-Manager”: Any Person with which the Property Manager or the Special Servicer has entered into a Sub-Management Agreement.

“Successor Property Manager”: As defined in Section 6.02.

“Successor Special Servicer”: As defined in Section 6.02.

“Terminated Lease Property”: A Property, the Lease with respect to which has expired, has been terminated or has been rejected in a bankruptcy, insolvency or similar proceeding of the Tenant or from which the Tenant has been evicted or otherwise removed.

“Termination Date”: The termination date or end date specified in a Master Exchange Agreement.

“Transfer Date”: The date on which a Financed Property is acquired by the applicable Borrower.

“UCC Financing Statement”: One or more financing statements filed or recorded or in a form suitable for filing and recording under the UCC.

“Workout Fee”: A fee payable to the Special Servicer with respect to each Corrected Unit. As to each such Corrected Unit, the Workout Fee will be payable out of, and will be calculated by application of 0.50% to, each collection of rents and principal and interest payments (other than any default interest) received on the related Lease or Mortgage Loan, as applicable, so long as it remains a Corrected Unit; provided, that no Workout Fee will be payable from any Liquidation Proceeds collected in connection with (i) the purchase of any Specially Managed Unit or REO Property by the Property Manager or the Special Servicer or (ii) the repurchase of any Specially Managed Unit by the applicable Borrower or the Limited Guarantor due to a Collateral Defect within the period provided to cure such Collateral Defect.

“Yield Maintenance Premium”: With respect to any Mortgage Loan, any premium, penalty or fee paid or payable, as the context requires, by a Mortgage Loan Borrower in connection with a principal prepayment on or other early collection of principal of a Mortgage Loan.

Section 1.02 Other Definitional Provisions.

(a) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document, to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall control.

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(c) The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section and Exhibit references contained in this Agreement are references to Sections and Exhibits in or to this Agreement unless otherwise specified; a reference to a subsection or other subdivision without further reference to a Section is a reference to such subsection or other subdivision as contained in the Section in which the reference appears; and the words “include” and “including” shall mean without limitation by reason of enumeration.

(d) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as the feminine and neuter genders of such terms.

(e) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, restated, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted assignees.

Section 1.03 Certain Calculations in Respect of the Leases and the Mortgage Loans.

(a) All amounts collected in respect of any Lease in the form of payments from the related Tenants, guaranties provided by related Lease Guarantors, Unscheduled Proceeds or otherwise shall be applied to amounts due and owing under the Lease in accordance with the express provisions of such Lease, and all amounts collected in respect of any Mortgage Loan in the form of payments from the related Mortgage Loan Borrower, guaranties provided by related Loan Guarantors or Unscheduled Proceeds shall be applied to amounts due and owing under the related Mortgage Note and Mortgage (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Note and Mortgage; in the absence of such express provisions, shall be applied for purposes of this Agreement: (i) with respect to amounts collected in respect to any Lease, first, as a recovery of any related and unreimbursed Advances; and second, in accordance with the Servicing Standard, but subject to Section 1.03(c), as a recovery of any other amounts then due and owing under such Lease, including, without limitation, Percentage Rent and Default Interest; and (ii) with respect to amounts collected in respect of any Mortgage Loan, first, as a recovery of any related and unreimbursed Advances, second, as a recovery of accrued and unpaid interest at the related Interest Rate on such Mortgage Loan to but not including, as appropriate, the date of receipt or the Due Date in the Collection Period of receipt, third, as a recovery of principal of such Mortgage Loan then due and owing, including by reason of acceleration of the Mortgage Loan following a default thereunder (or, if a liquidation event has occurred in respect of such Mortgage Loan, a recovery of principal to the extent of its entire remaining unpaid principal balance), fourth, as a recovery of any Yield Maintenance Premium then due and owing under such Mortgage Loan, fifth, in accordance with the Servicing Standard, but subject to Section 1.03(c), as a recovery of any other amounts then due and owing under such Mortgage Loan, including Default Interest, and sixth, as a recovery of any

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remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance. Any proceeds derived from an unleased Property (exclusive of related operating costs, including reimbursement of Advances made by the Property Manager or the Special Servicer in connection with the operation and disposition of such Property) shall be applied by the Property Manager in the same manner as if they were Monthly Lease Payments due on the previously existing Lease for such Property until such Lease becomes a Liquidated Lease pursuant to the terms of such Lease and the related Lease Documents.

(b) Collections in respect of each REO Property (exclusive of amounts to be applied to the payment of the costs of operating, managing, maintaining and disposing of such REO Property) shall be treated: first, as a recovery of any related and unreimbursed Advances; second, as a recovery of accrued and unpaid interest on the related Mortgage Loan at the related Interest Rate to but not including the Due Date in the Collection Period of receipt; third, as a recovery of principal of the related Mortgage Loan to the extent of its entire unpaid principal balance; and fourth, in accordance with the Servicing Standard, but subject to Section 1.03(c), as a recovery of any other amounts deemed to be due and owing in respect of the related Mortgage Loan.

(c) Insofar as amounts received in respect of any Lease, Mortgage Loan or REO Property and allocable to fees and charges owing in respect of such Lease, Mortgage Loan or REO Property constituting Additional Servicing Compensation payable to the Property Manager or Special Servicer are insufficient to cover the full amount of such fees and charges, such amounts shall be allocated between such of those fees and charges as are payable to the Property Manager, on the one hand, and as are payable to the Special Servicer, on the other, pro rata in accordance with their respective entitlements.

(d) The foregoing applications of amounts received in respect of any Lease, Mortgage Loan or REO Property shall be determined by the Property Manager and reflected in the appropriate monthly Determination Date Report and any Modified Collateral Detail and Realized Loss Report.

(e) Notwithstanding the early termination of any Lease resulting from a default by the related Tenant, such Lease will be treated for purposes of determining Servicing Fees, Liquidation Fees and Workout Fees as remaining in effect until such Lease becomes a Liquidated Lease.

(f) Insofar as amounts received in respect of any Lease and allocable to fees and charges owing in respect of such Lease constituting Additional Servicing Compensation payable to the Property Manager or Special Servicer are insufficient to cover the full amount of such fees and charges, such amounts shall be allocated between such of those fees and charges as are payable to the Property Manager, on the one hand, and as are payable to the Special Servicer, on the other, pro rata in accordance with their respective entitlements.

(g) The foregoing applications of amounts received in respect of any Lease shall be determined by the Property Manager and reflected in the appropriate monthly Determination Date Report and Modified Collateral Detail and Realized Loss Reports.

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Section 1.04 Fee Calculations.

The calculation of the Servicing Fees shall be made in accordance with Section 3.11. All dollar amounts calculated hereunder shall be rounded to the nearest penny with one-half of one penny being rounded up.

ARTICLE II

REPRESENTATIONS AND WARRANTIES; RECORDINGS

AND FILINGS; BOOKS AND RECORDS; DEFECT,

BREACH, CURE, REPURCHASE AND SUBSTITUTION

Section 2.01 Representations and Warranties of Company, the Back-Up Manager and the Borrowers.

(a) Subject to the Limited Conditionality Provision and the last paragraph of Section 3.1 of the Credit Agreement, the Company represents and warrants to the other parties hereto, and for the benefit of the Borrowers, and the Administrative Agent for the benefit of the Lenders as of the Closing Date:

(i) The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and is in compliance with the laws of each state (within the United States of America) in which any Property is located to the extent necessary to its performance under this Agreement;

(ii) The execution and delivery of this Agreement by the Company, and the performance and compliance with the terms of this Agreement by the Company, do not violate its organizational documents or constitute an event that, with notice or lapse of time, or both, would constitute a default under, or result in the breach of, any material agreement or other instrument to which it is a party or by which it is bound;

(iii) The Company has the limited liability company power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and has duly executed and delivered this Agreement;

(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

(v) The Company is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Company to perform its obligations under this Agreement or the financial condition of the Company;

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(vi) No litigation is pending or, to the Company’s knowledge, threatened against the Company that is reasonably likely to be determined adversely to the Company and, if determined adversely to the Company, would prohibit the Company from entering into this Agreement or that, in the Company’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Company to perform its obligations under this Agreement or the financial condition of the Company.

(vii) No consent, approval, authorization or order under any court or governmental agency or body is required for the execution, delivery and performance by the Company of, or the compliance by the Company with, this Agreement or the consummation of the transactions of the Company contemplated by this Agreement, except for any consent, approval, authorization or order that has been obtained or that if not obtained would not have a material and adverse effect on the ability of the Company to perform its obligations hereunder; and

(viii) Each officer and employee of the Company that has responsibilities concerning the management, servicing and administration of Properties, Leases and Mortgage Loans is covered by errors and omissions insurance and the fidelity bond as and to the extent required by Section 3.06.

(b) The representations and warranties of the Company set forth in Section 2.01(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons to whom and for whose benefit they were made until all amounts owed to the Lenders under or in connection with this Agreement, the Credit Agreement and the Notes have been indefeasibly paid in full. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties.

(c) Any successor Property Manager or Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.01(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.01(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

(d) The Back-Up Manager represents and warrants to the other parties hereto, and for the benefit of the Borrowers, and the Administrative Agent on behalf of the Lenders, as of the Closing Date:

(i) The Back-Up Manager is a national banking association, validly existing, and in good standing under the laws of the United States of America and is in compliance with the laws of each state (within the United States of America) in which any Property is located to the extent necessary to its performance under this Agreement;

(ii) The execution and delivery of this Agreement by the Back-Up Manager, and the performance and compliance with the terms of this Agreement by the Back-Up Manager, do not violate its organizational documents or constitute an event that, with notice or lapse of time, or both, would constitute a material default under, or result in the breach of, any material agreement or other instrument to which it is a party or by which it is bound;

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(iii) The Back-Up Manager has the corporate power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and has duly executed and delivered this Agreement;

(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Back-Up Manager, enforceable against the Back-Up Manager in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

(v) The Back-Up Manager is not in violation of, and its execution and delivery of, this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Back-Up Manager to perform its obligations under this Agreement or the financial condition of the Back-Up Manager;

(vi) No litigation is pending or, to the Back-Up Manager’s knowledge, threatened (in writing received by the Back-Up Manager) against the Back-Up Manager, which if determined adversely to the Back-Up Manager, would prohibit the Back-Up Manager from entering into this Agreement or that, in the Back-Up Manager’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Back-Up Manager to perform its obligations under this Agreement or the financial condition of the Back-Up Manager;

(vii) No consent, approval, authorization or order under any court or governmental agency or body is required for the execution, delivery and performance by the Back-Up Manager of, or the compliance by the Back-Up Manager with, this Agreement or the consummation of the transactions contemplated by the Back-Up Manager by this Agreement, except for any consent, approval, authorization or order that has been obtained or that if not obtained would not have a material and adverse effect on the ability of the Back-Up Manager to perform its obligations hereunder; and

(viii) The Back-Up Manager is covered by errors and omissions insurance and the fidelity bond as and to the extent required by Section 3.06.

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(e) Subject to the Limited Conditionality Provision and the last paragraph of Section 3.1 of the Credit Agreement, each Borrower hereby represents and warrants to each of the other parties hereto and for the benefit of the Administrative Agent, on behalf of the Lenders as of the Closing Date or, if later as of the date on which such Borrower becomes a party to this Agreement:

(i) Such Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and is in compliance with the laws of each state (within the United States of America) in which any applicable Property is located to the extent necessary to its performance under this Agreement;

(ii) The execution and delivery of this Agreement by such Borrower, and the performance and compliance with the terms of this Agreement by such Borrower, do not violate its organizational documents or constitute an event that, with notice or lapse of time, or both, would constitute a default under, or result in the breach of, any material agreement or other instrument to which it is a party or by which it is bound;

(iii) Such Borrower has the limited liability company power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement and any applicable Joinder Agreement, and has duly executed and delivered this Agreement and any applicable Joinder Agreement;

(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of such Borrower, enforceable against such Borrower in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

(v) Such Borrower is not in violation of, and its execution and delivery of, this Agreement or any applicable Joinder Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of such Borrower to perform its obligations under this Agreement or the financial condition of such Borrower;

(vi) No litigation is pending or, to such Borrower’s knowledge, threatened against such Borrower that is reasonably likely to be determined adversely to such Borrower and, if determined adversely to such Borrower, would prohibit such Borrower from entering into this Agreement or that, in such Borrower’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of such Borrower to perform its obligations under this Agreement or the financial condition of such Borrower;

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(vii) No consent, approval, authorization or order under any court or governmental agency or body is required for the execution, delivery and performance by such Borrower of, or the compliance by such Borrower with, this Agreement or the consummation of the transactions of such Borrower contemplated by this Agreement, except for any consent, approval, authorization or order that has been obtained or that if not obtained would not have a material and adverse effect on the ability of such Borrower to perform its obligations hereunder;

(viii) Each officer and employee of such Borrower that has responsibilities concerning the management, servicing and administration of the applicable Properties, Leases and Mortgage Loans is covered by errors and omissions insurance and the fidelity bond as and to the extent required by Section 3.06; and

(ix) To such Borrower’s knowledge, each of the Properties owned by such Borrower or securing a Mortgage Loan owned by such Borrower is a commercial property and is operated for commercial purposes. The representations and warranties of each Borrower set forth in Section 2.01(e) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons to whom and for whose benefit they were made for so long as such Borrower remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties.

Section 2.02 Recordings and Filings; Books and Records; Document Defects.

(a) In connection with the Grant made by each Borrower to the Administrative Agent for the benefit of the Secured Parties pursuant to the granting clause of the Credit Agreement, each Borrower shall cause (or have caused) the delivery of the applicable Lease Files for the applicable Leases and the applicable Loan Files for the applicable Mortgage Loans to the Custodian in accordance with the Custody Agreement or as otherwise directed by the Administrative Agent for the benefit of the Secured Parties in furtherance of such Grant and such Borrower shall cause (or have caused): (i) with respect to the Properties owned by such Borrower: (A) each Mortgage, UCC Financing Statement and continuation statement referred to in the definition of “Lease File” herein to be submitted to the appropriate Title Company (as defined below) on or before the Closing Date or Transfer Date for recording or filing, as the case may be, in the appropriate public office for real property records or for UCC Financing Statements, at the expense of such Borrower and (B) each title insurance binder or commitment referred to in the definition of “Lease File” herein to be issued as a final title insurance policy by the title companies (the “Title Companies”) issuing same (the “Title Insurance Policies”) and (ii) with respect to the Mortgage Loans owned by such Borrower, promptly (and in any event within 60 days following the Closing Date or Transfer Date) each assignment of Mortgage in favor of the Collateral Agent referred to in clauses (v) and (vi) of the definition of “Loan File” in the Custody Agreement and each UCC Financing Statement on Form UCC-2 and UCC-3 in favor of the Collateral Agent referred to in clause (iii) of such definition to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or for UCC Financing Statements. Each such assignment and each Mortgage shall reflect that, following recording, it should be returned by the public recording office to the Custodian, on behalf of the Administrative Agent (or to the Property Manager (or its designee), who shall then deliver such recorded document to the Custodian), and each such UCC Financing Statement shall reflect that the file copy thereof should be returned to the Custodian, for the benefit of the Administrative Agent (or to the Property Manager (or its designee), who shall then deliver such recorded document to the Custodian)

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following filing; provided, that in those instances where the public recording office retains the original Mortgage, assignment of Mortgage and Assignment of Leases, the Property Manager, on behalf of the Administrative Agent, shall obtain therefrom a certified copy of the recorded original. Each of the Title Companies issuing the Title Insurance Policies shall be instructed by the applicable Borrower to deliver such policies to the Custodian, for the benefit of the Administrative Agent. The Property Manager, on behalf of the Administrative Agent, shall use reasonable efforts to diligently pursue with the Title Companies the return of each of the Mortgages, assignments of Mortgages and UCC Financing Statements from the appropriate recording or filing offices and the delivery of the Title Insurance Policies by the related Title Company. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Administrative Agent or the Custodian shall notify the Property Manager and the Property Manager shall promptly prepare and cause to be executed a substitute therefor or cure such defect, as the case may be, and thereafter, the Property Manager shall cause the same to be duly recorded or filed, as appropriate. The Property Manager shall file any continuation statements necessary to continue the effectiveness of the UCC Financing Statements. The Administrative Agent and the related Borrower shall cooperate as necessary for the Property Manager to perform such obligations. Section 2.02(a) shall, in all respects, be subject to the Limited Conditionality Provision and the last paragraph of Section 3.1 of the Credit Agreement.

(b) Each Borrower shall deliver to and deposit with, or cause to be delivered to and deposited with, the Property Manager all documents and records in the possession of such Borrower or any related Originators that relate to the applicable Properties, Leases and Mortgage Loans and that are not required to be a part of a Lease File or a Loan File in accordance with the definitions thereof, and the Property Manager shall hold all such documents and records in trust on behalf of the Administrative Agent (in hard copy or electronic format). The Property Manager’s possession of such documents and records shall be at the will of the related Borrower and the Administrative Agent for the sole purpose of facilitating the servicing of the applicable Leases, Mortgage Loans and Properties pursuant to this Agreement and such possession by the Property Manager shall be in a custodial capacity only on behalf of the Administrative Agent. The ownership of such documents and records shall be vested in each Borrower, as applicable, subject to the lien of the Credit Agreement, and the ownership of all documents and records with respect to the applicable Leases, Mortgage Loans and Properties that are prepared by or which come into possession of the Property Manager or the Special Servicer shall immediately vest in such Borrower, subject to the lien of the Credit Agreement, and shall be delivered to and deposited with the Property Manager, in the case of documents or records in the hands of the Special Servicer, and retained and maintained in trust by the Property Manager in such custodial capacity only on behalf of the Administrative Agent, except as otherwise provided herein. All such documents and records shall be appropriately maintained in a manner to clearly reflect the ownership of such documents and records by the applicable Borrower, subject to the lien of the Credit Agreement, and that such documents and records are being held on behalf of the Administrative Agent, and the Property Manager shall release such documents and records from its custody only in accordance with this Agreement.

(c) If any party hereto discovers that any document constituting a part of a Lease File or Loan File has not been properly executed, is missing, contains information that does not conform in any respect with the corresponding information set forth in the Financed Property Schedule (and the terms of such document have not been modified by written instrument contained

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in the Lease File or the Loan File) or does not appear to be regular on its face (each, a “Document Defect”), such party shall give prompt written notice thereof to the other parties hereto. Upon its discovery or receipt of notice of any such Document Defect, the Property Manager shall notify the Borrowers and the Administrative Agent. If the applicable Borrower does not correct any Document Defect within 45 days of its receipt of such notice and such Document Defect materially and adversely affects the value of, or the interests of such Borrower in, the related Financed Property, such Financed Property shall constitute an Ineligible Property subject to the provisions of Section 2.5.5 of the Credit Agreement.

(d) The Property Manager shall monitor the delivery of the Lease Files and the Loan Files to the Custodian, for the benefit of the Administrative Agent.

(e) Notwithstanding the foregoing, the delivery of a commitment to issue a policy of owner’s title insurance in lieu of the delivery of the actual policy of owner’s title insurance shall not be considered a Document Defect with respect to any Lease File if such actual policy of insurance is delivered to the Custodian not later than 270 days after the Closing Date.

Section 2.03 [Reserved]

Section 2.04 Non Petition Agreement.

Each Borrower will cause each party to any Purchase and Sale Agreement to covenant and agree that such party shall not institute against, or join any other Person in instituting against, any Borrower, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar law.

ARTICLE III

ADMINISTRATION AND SERVICING OF PROPERTIES, LEASES AND MORTGAGE LOANS

Section 3.01 Administration of the Properties, Leases and Mortgage Loans.

(a) Each of the Property Manager and the Special Servicer shall manage, service and administer the Properties, Leases and Mortgage Loans that it is obligated to manage, service and administer pursuant to this Agreement on behalf of the Borrowers and in the best interests and for the benefit of the Lenders, in accordance with any and all applicable laws and the terms of this Agreement, the Property Insurance Policies and the respective Leases and Mortgage Loans and, to the extent consistent with the foregoing, in accordance with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.18, (i) the Property Manager shall service and administer each Lease (and each related Property) and each Mortgage Loan as to which no Servicing Transfer Event has occurred and each Corrected Unit, and (ii) the Special Servicer shall service and administer each Lease (and each related Property) and each Mortgage Loan as to which a Servicing Transfer Event has occurred and that is not a Corrected Unit or has not been released from the Lien of the related Mortgage in accordance with this Agreement and the other Loan Documents; provided, however, that the Property Manager shall continue to collect information and prepare and deliver all reports to the Administrative Agent and each Borrower required hereunder with respect to any Specially Managed Unit (and the related Mortgage or Leases), and

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further to render such incidental services with respect to any Specially Managed Unit as are specifically provided for herein. No direction, consent or approval or lack of direction, consent or approval of the Majority Lenders may (and the Special Servicer or the Property Manager will ignore and act without regard to any such advice or approval or lack of approval that the Special Servicer or the Property Manager has determined, in its reasonable, good faith judgment, would) (A) require or cause the Special Servicer or the Property Manager to violate applicable law, the Servicing Standard or the terms of any Mortgage Loan or any Lease or (B) expand the scope of the Property Manager’s or Special Servicer’s responsibilities under this Agreement. In addition, neither the Property Manager nor the Special Servicer, acting in its individual capacity, shall take any action or omit to take any action as lessor of any Property or holder of any Mortgage Loan if such action or omission would materially and adversely affect the interests of the Lenders or any Borrower. None of the Property Manager, the Special Servicer or the Back-Up Manager shall be liable to the Administrative Agent, any Lender or any other Person for following any direction of the Majority Lenders.

(b) Subject to Section 3.01(a), the Property Manager and the Special Servicer each shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration in accordance with the Servicing Standard. Without limiting the generality of the foregoing, each of the Property Manager and the Special Servicer, in its own name, with respect to each of the Properties, Leases and Mortgage Loans it is obligated to service hereunder, is hereby authorized and empowered by the applicable Borrower and the Administrative Agent to execute and deliver, on behalf of each such Borrower and the Administrative Agent: (i) any and all UCC Financing Statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Lease File or Loan File on the related Collateral; (ii) in accordance with the Servicing Standard and subject to Section 3.16, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Lease File or Loan File, other than the Loan Documents, and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments. Subject to Section 3.08, each applicable Borrower and the Administrative Agent shall, at the written request of a Servicing Officer of the Property Manager or the Special Servicer, execute and deliver to the Property Manager or the Special Servicer, as the case may be, any limited powers of attorney (substantially in the form of Exhibit D attached hereto) and other documents furnished by the Property Manager or the Special Servicer, as applicable, and necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder; provided, however, that none of the Borrowers or the Administrative Agent shall be held liable for any misuse of any such power of attorney by the Property Manager or the Special Servicer and each of the Property Manager and the Special Servicer hereby agree to indemnify each Borrower and the Administrative Agent against, and hold each Borrower and the Administrative Agent harmless from, any cost, loss or liability arising from any misuse by of such power of attorney. Notwithstanding anything contained herein to the contrary, the Property Manager shall not, without the Administrative Agent’s written consent: (i) initiate any action, suit or proceeding under the Administrative Agent’s name or (ii) take any action to cause the Administrative Agent to be registered to do business in any state.

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(c) Promptly after any request therefor, the Property Manager shall provide to the Administrative Agent: (i) the most recent inspection report prepared or obtained by the Property Manager or the Special Servicer in respect of each Property pursuant to Section 3.10(a); (ii) the most recent available financial statements of the related Tenant or Mortgage Loan Borrower collected by the Property Manager or the Special Servicer pursuant to Section 3.10(d), together with the accompanying written reports to be prepared by the Property Manager or the Special Servicer, as the case may be, pursuant to Section 3.10(b); and (iii) any and all notices and reports with respect to any Property as to which environmental testing is contemplated by this Agreement or the other Loan Documents.

(d) The relationship of each of the Property Manager and the Special Servicer to each Borrower and the Administrative Agent under this Agreement is intended by the parties to be and shall be that of an independent contractor and not that of a joint venturer, partner or agent.

(e) The Property Manager agrees to service and administer Excluded Assets on behalf of the applicable Borrowers, in accordance with any and all applicable laws, the Property Insurance Policies and the respective Leases and Mortgage Loans and, to the extent consistent with the foregoing, in accordance with the Servicing Standard. Unless and until an Excluded Asset is added to the Collateral pool as a Qualified Substitute Property, the terms of this Agreement that relate to the Collateral pool, including Articles III (other than this Section 3.01(e)), Article IV, Article V, Article VI and Article VII, shall not apply with respect to any Excluded Assets.

Section 3.02 Collection of Monthly Lease Payments and Monthly Loan Payments; General Receipts Accounts; Lockbox Transfer Accounts; Collection Account; Payment Account; Release Account.

(a) Each of the Property Manager and the Special Servicer shall undertake reasonable efforts to collect all payments called for under the terms and provisions of the Leases and the Mortgage Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as it would follow were it the owner of such Leases and Mortgage Loans. Consistent with the foregoing and the Servicing Standard, the Special Servicer or the Property Manager, as the case may be, may waive any Net Default Interest or late payment charge it is entitled to in connection with any delinquent payment on a Lease or Mortgage Loan it is obligated to service hereunder.

(b) The Property Manager shall establish and maintain, or cause to be established and maintained, one or more accounts (each, a “General Receipts Account”) with one or more banks (each, a “General Receipts Account Bank”). On or prior to the Closing Date (or, if later, the date the related Lease or Mortgage Loan is first included in the Collateral pool), the Property Manager shall instruct each Tenant and Mortgage Loan Borrower to make all payments into a General Receipts Account. Each General Receipts Account shall be maintained at an institution that satisfies the institutional requirements of the definition of Eligible Account or may be an account to which payments relating to other assets serviced or managed by the Property Manager are paid; provided, that such account shall be in the nature of a clearing account and the Company or any successor thereto (except for successor Property Managers not affiliated with the Company) shall not have access to, or control over, such account. Each of the Property Manager and the Special Servicer shall, on or prior to the Closing Date (or, if applicable, such other date of acquisition), as to those Leases and Mortgage Loans it is obligated to service hereunder, instruct the related Tenant or Mortgage Loan Borrower to make all Monthly Lease Payments and Monthly

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Loan Payments to a General Receipts Account. The Property Manager shall cause all amounts deposited into the General Receipts Account with respect to the Collateral to be transferred to the Collection Account or the Lockbox Transfer Account within one Business Day after such funds have been identified, cleared and become available in accordance with the polices of the General Receipts Account Bank.

(c) The Property Manager may establish and maintain one or more segregated accounts in the name of the Property Manager on behalf of the Administrative Agent, held for the benefit of the Lenders (each, a “Lockbox Transfer Account”) with one or more banks (each, a “Lockbox Transfer Account Bank”). Each Lockbox Transfer Account shall be an Eligible Account. Each Lockbox Transfer Account shall be subject to an Account Control Agreement among the Property Manager, the Back-Up Manager, the Administrative Agent and the applicable Lockbox Transfer Account Bank. Except as expressly permitted herein, neither the Property Manager nor any Borrower will have any right of withdrawal from the Lockbox Transfer Account, and each of the Property Manager and the Back-Up Manager hereby covenants and agrees that it shall not withdraw, or direct any Person to withdraw, any funds from the Lockbox Transfer Account.

(d) The Property Manager shall establish and maintain one segregated account in the name of the Borrowers for the benefit of the Administrative Agent on behalf of the Lenders, for the collection of payments on and other amounts received in respect of the Leases, the Properties and the Mortgage Loans (collectively, the “Collection Account”), which shall be established in such manner and with the type of depository institution (the “Collection Account Bank”) specified in this Agreement. Initially, the Collection Account Bank shall be KeyBank National Association. The Collection Account shall be an Eligible Account. The Collection Account will be subject to an Account Control Agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Collection Account Bank agrees to follow the instructions of the Administrative Agent with respect to the Collection Account and the amounts on deposit therein. Subject to Section 3.04, neither the Property Manager nor any Borrower will have any right of withdrawal from the Collection Account, and the Property Manager hereby covenants and agrees that it shall not withdraw, or direct any Person to withdraw, any funds from the Collection Account; provided, however, that the Property Manager may, on behalf of the applicable Borrower, at any time make withdrawals from the Collection Account in respect of amounts relating to Excluded Assets. The Collection Account shall be maintained by the Collection Account Bank as a segregated account, separate and apart from all other accounts of the Property Manager.

(e) The Property Manager shall deposit or cause to be deposited in the Collection Account, on each Business Day and within two (2) Business Days after receipt, the following payments and collections received or made by or on behalf of the Property Manager on or after the later of the Closing Date and the applicable Transfer Date (other than payments due before the applicable Transfer Date) or, in the case of collections and payments to the General Receipts Account, on each Business Day, the Property Manager shall instruct each General Receipts Account Bank to transfer the following payments and collections deposited in the General Receipts Account prior to the end of such Business Day (A) to the Lockbox Transfer Account and, within one Business Day thereafter from the Lockbox Transfer Account into the Collection Account or (B) directly into the Collection Account, in each case, immediately after such funds have been identified, cleared and become available in accordance with the policies of the General Receipts Account Bank:

(i) all payments on account of Monthly Lease Payments and Monthly Loan Payments;

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(ii) all payments of other amounts payable by the Tenants on the Leases and Mortgage Loan Borrowers on the Mortgage Loans, except for escrows and impounds and including without limitation amounts in respect of Additional Servicing Compensation pursuant to Section 3.09;

(iii) all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of any Property, Lease or Mortgage Loan other than proceeds applied to the restoration of property or released to the related Tenant or Mortgage Loan Borrower in accordance with this Agreement and the Credit Agreement;

(iv) the Release Price from the release of any Property to the extent not deposited into the Release Account;

(v) any amounts required to be deposited by the Property Manager or the Special Servicer in the Collection Account in connection with losses resulting from a deductible clause in a blanket hazard insurance policy;

(vi) any amounts paid by any party to indemnify the Borrowers, the Administrative Agent, the Property Manager, Back-Up Manager or the Special Servicer pursuant to any provision of this Agreement or any other Loan Document;

(vii) any amounts received on account of payments under the guaranties provided by related Lease Guarantors or Loan Guarantor; and

(viii) any other amounts required to be so deposited under this Agreement or the Credit Agreement.

Upon receipt of any of the amounts described in clauses (i) through (iii) above with respect to any Specially Managed Unit, the Special Servicer shall promptly but in no event later than the second (2^nd) Business Day after receipt remit such amounts to the Collection Account, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other reasonably appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Property Manager and shall deliver promptly, but in no event later than one (1) Business Day after receipt, any such check to the Property Manager by overnight courier, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other reasonably appropriate reason.

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(f) The Property Manager shall establish and maintain at a bank designated by the Administrative Agent a Release Account. The Release Account shall be an Eligible Account and the funds held in the Release Account shall be held as cash. The Release Account and the amounts on deposit therein will be pledged to the Administrative Agent under the Credit Agreement. The Property Manager will deposit or cause to be deposited in the Release Account, on the date of receipt, the Release Price from the sale of any Released Property which is being substituted for a Qualified Substitute Property pursuant to the terms of this Agreement.

Section 3.03 Advances.

(a) Each of the Property Manager and the Special Servicer shall, as to those Properties and Mortgage Loans it is obligated to service hereunder, maintain accurate records with respect to each Property and Mortgage Loan reflecting the status of real estate taxes, ground rents, assessments and other similar items that are or may become a lien thereon, and Ground Lease renewals and the status of insurance premiums payable in respect thereof that, in each case, the related Tenant or Mortgage Loan Borrower is contractually or legally obligated to pay under the terms of the applicable Lease or Mortgage Loan, and, subject to Section 3.03(b) below, the Property Manager shall effect payment thereof, as an Advance or otherwise as payment of an Emergency Property Expense from funds on deposit in the Collection Account, as described below, if not paid by such Tenant or Mortgage Loan Borrower prior to the applicable penalty or termination date, promptly after the Property Manager or Special Servicer, as applicable, receives actual notice from any source of such nonpayment by such Tenant or Mortgage Loan Borrower. For purposes of effecting any such payment for which it is responsible, the Property Manager or the Special Servicer, as the case may be, shall apply Escrow Payments as allowed under the terms of the related Lease or Mortgage Loan or, if such Lease or Mortgage Loan does not require the related Tenant or Mortgage Loan Borrower to escrow for the payment of real estate taxes, assessments and insurance premiums, each of the Property Manager and the Special Servicer shall, as to those Leases and Mortgage Loans it is obligated to service hereunder, enforce the requirement of the related Lease and Mortgage Loan that such Tenant or Mortgage Loan Borrower make payments in respect of such items at the time they first become due.

(b) In accordance with the Servicing Standard, the Property Manager shall advance with respect to each Property any and all Property Protection Advances; provided that the particular advance would not, if made, constitute a Nonrecoverable Advance and a prudent property manager would make such advance. The Property Manager shall not have any obligation under this Section 3.03(b) to advance any funds in respect of real estate taxes or premiums on Insurance Policies that the related Tenant or Mortgage Loan Borrower or the applicable Borrower is not contractually or legally obligated to pay, nor to monitor the timely payment of real estate taxes and insurance premiums the payment of which is the responsibility of a person other than such Tenant, Mortgage Loan Borrower or Borrower, unless it has actual knowledge of the non-payment of such items and would otherwise make such advance in accordance with the Servicing Standard. The Back-Up manager, as successor Property Manager, will be required to make any required Property Protection Advance to the extent that any Property Protection Advance required to be made by the Property Manager pursuant to the immediately preceding sentence is not made and the Back-Up Manager, as successor Property Manager, receives prior written notice thereof and all necessary information requested, subject to the Back-Up Manager’s sole discretion exercised in good faith, that the Property Protection Advance will not be a Nonrecoverable Advance. The Administrative Agent or the Lenders may, in their sole discretion, make any Property Protection Advance to the extent that any Property Protection Advance is not made by the Property Manager or the Back-Up Manager.

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(c) All Advances, together with Advance Interest thereon, shall be reimbursable in the first instance from collections from the related Leases, Properties and Mortgage Loans and further as provided in Section 2.11.4 of the Credit Agreement.

(d) If, prior to making any Property Protection Advance, the Property Manager shall have determined, in accordance with the Servicing Standard, (i) that such Property Protection Advance, if made, would constitute a Nonrecoverable Advance, and (ii) that the payment of such cost, expense or other amount for which a Property Protection Advance might be made is nonetheless in the best interest of the Lenders, the Property Manager shall, in accordance with the Servicing Standard, withdraw funds from the Collection Account and use such funds in order to pay such costs, expenses and other amounts (collectively, “Emergency Property Expenses”) to the extent necessary to preserve the security interest in, and value of, any Property or Mortgage Loan, as applicable. Any such funds withdrawn from the Collection Account to pay Emergency Property Expenses shall not constitute part of the Available Amount on any Payment Date.

(e) The determination by the Property Manager (or the Back-Up Manager as successor Property Manager) that it has made a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be in accordance with the Servicing Standard.

Section 3.04 Withdrawals from the Collection Account.

The applicable Account Control Agreement shall provide that on each Payment Transfer Date, the Collection Account Bank shall deliver the Available Amount by wire transfer of immediately available funds for deposit from the Collection Account into the Payment Account for application by the Payment Agent to make payments in accordance with the priorities set forth in Section 2.11.4 of the Credit Agreement. On or prior to each Payment Transfer Date, the Property Manager may withdraw funds from the Collection Account to pay the Property Management Fee, Back-Up Fee, Workout Fees, Liquidation Fees, Additional Servicing Compensation, any applicable Special Servicing Fee due and payable to the Property Manager, Back-Up Manager and Special Servicer, and to pay any Emergency Property Expenses (pursuant to Section 3.03(d)) and Advances (including Nonrecoverable Advances) plus interest thereon; provided, however, that no other amounts may be withdrawn from the Collection Account by the Property Manager, except as otherwise provided in this Agreement. Funds withdrawn by the Property Manager for the payment of the Property Management Fee, Back-Up Fee, Workout Fees, Liquidation Fees, Emergency Property Expenses, Additional Servicing Compensation, any reimbursements of Advances (including Nonrecoverable Advances) plus interest thereon, and any applicable Special Servicing Fee shall not constitute part of the Available Amount on any Payment Date.

Section 3.05 Investment of Funds in the Collection Account and the Exchange Reserve Account.

(a) The Property Manager shall direct the Collection Account Bank to invest the funds held in the Collection Account in one or more Permitted Investments selected by the Property Manager bearing interest or sold at a discount, and maturing, unless payable on demand, not later than the Business Day immediately preceding the next succeeding Payment Transfer Date,

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which may be in the form of a standing direction. The Property Manager may direct any institution maintaining the Exchange Reserve Account to invest the funds held therein in one or more specific Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, prior to the Payment Date following the date of such direction, which may be in the form of a standing direction; provided, that such Permitted Investment must have (i) a short-term rating of not less than “A-2” by S&P and (ii) a maturity date prior to the Payment Date following the date of such direction. Any investment of funds in the Collection Account shall be made in the name of the applicable Borrower for the benefit of the Administrative Agent (in its capacity as such). The Property Manager shall promptly deliver to the Administrative Agent, and the Administrative Agent shall maintain continuous possession of, any Permitted Investment that is either (i) a “certificated security,” as such term is defined in the Uniform Commercial Code, or (ii) other property in which a secured party may perfect its security interest by possession under the Uniform Commercial Code or any other applicable law. All such Permitted Investments in the Collection Account and the Exchange Reserve Account shall be held to maturity, unless payable on demand. Any investment of funds in the Collection Account and the Exchange Reserve Account shall be made in the name of the applicable Borrower for the benefit of the Administrative Agent (in its capacity as such). If amounts on deposit in the Collection Account or the Exchange Reserve Account are at any time invested in a Permitted Investment payable on demand, the Property Manager shall:

(x) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and

(y) demand payment of all amounts due thereunder promptly upon determination by the Property Manager that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Collection Account.

(b) [Reserved.]

(c) Whether or not the Property Manager directs the investment of funds in the Collection Account or the Exchange Reserve Account, interest and investment income realized on funds deposited therein, to the extent of the Net Investment Earnings, if any, for the Collection Account or the Exchange Reserve Account for each Collection Period, shall be added to the Available Amount for such Collection Period.

(d) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Administrative Agent may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.

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(e) Notwithstanding the investment of funds held in the Collection Account or the Exchange Reserve Account, for purposes of the calculations hereunder, including the calculation of the Available Amount, the amounts so invested shall be deemed to remain on deposit in the Collection Account or the Exchange Reserve Account, as applicable.

(f) Any actual losses sustained on the liquidation of a Permitted Investment in the Collection Account shall be deposited by the applicable Borrower immediately, but in no event later than one Business Day following such liquidation, into the Collection Account.

Section 3.06 Maintenance of Insurance Policies: Errors and Omissions and Fidelity Coverage.

(a) The Property Manager (other than with respect to Specially Managed Units) and the Special Servicer (with respect to Specially Managed Units) shall use reasonable efforts in accordance with the Servicing Standard to cause the related Tenant or Mortgage Loan Borrower to maintain for each Property all insurance coverage as is required under the terms of the related Lease or Mortgage Loan, as applicable (including for the avoidance of doubt, any Environmental Policy); provided, that if and to the extent that any such Lease or Mortgage Loan permits the lessor thereunder any discretion (by way of consent, approval or otherwise) as to the insurance coverage that the related Tenant or Mortgage Loan Borrower is required to maintain, the Property Manager or the Special Servicer, as the case may be, shall exercise such discretion in a manner to cause such Tenant or Mortgage Loan Borrower to meet the Insurance Requirements; and provided, further, that, if and to the extent that a Lease or Mortgage Loan so permits, the related Tenant or Mortgage Loan Borrower shall be required to obtain the required insurance coverage from Qualified Insurers that have a claims-paying ability rated at least “A:VIII” by A.M. Best’s Key Rating Guide. If such Tenant or Mortgage Loan Borrower does not maintain the required insurance or, with respect to any Environmental Policy in place as of the Closing Date or Transfer Date, the Property Manager will itself cause such insurance to be maintained with Qualified Insurers; provided, that the Property Manager shall not be required to maintain such insurance if the Administrative Agent has determined (in its reasonable judgment) that either (i) such insurance is not available at a commercially reasonable rate and the subject hazards are at the time not commonly insured against by prudent owners of properties similar to the Property located in or around the region in which such Property is located or (ii) such insurance is not available at any rate. The Special Servicer shall also use reasonable efforts to cause to be maintained for each REO Property no less property insurance coverage than was previously required of the Tenant or Mortgage Loan Borrower under the related Mortgage or Lease and at a minimum, (i) hazard insurance with a replacement cost rider and (ii) comprehensive general liability insurance, in each case, in an amount customary for the type and geographic location of such REO Property and consistent with the Servicing Standard, insurance meeting the Insurance Requirements; provided, that all such insurance shall be obtained from Qualified Insurers that, if they are providing casualty insurance, shall have a claims-paying ability rated at least “A-:VIII” by A.M. Best’s Key Rating Guide. The cost of any such insurance coverage obtained by either the Property Manager or the Special Servicer shall be a Property Protection Advance to be paid by the Property Manager. All such insurance policies shall contain (if they insure against loss to property) a “standard” mortgagee clause, with loss payable to the Property Manager, as agent of and for the account of the applicable Borrower and the Administrative Agent, and shall be issued by an insurer authorized under applicable law to issue such insurance. Any amounts collected by the Property Manager or the Special Servicer under any such policies (other than amounts to be applied to the restoration or repair of the related Property or amounts to be released to the related Tenant, in each case in accordance with the related Lease) shall be deposited in the Collection Account.

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(b) The Property Manager or Special Servicer may satisfy its obligations under Section 3.06(a) by obtaining, maintaining or causing to be maintained a blanket or forced place insurance policy. If applicable, the Property Manager or the Special Servicer shall obtain and maintain, or cause to be obtained and maintained on behalf of each applicable Borrower, a master forced place insurance policy or a blanket policy (or an endorsement to an existing policy) insuring against hazard losses (not otherwise insured by a Tenant or Mortgage Loan Borrower due to a default by such Tenant or Mortgage Loan Borrower under the insurance covenants of its Lease or Mortgage Loan or because a Tenant or Mortgage Loan Borrower permitted to self-insure fails to pay for casualty losses) on the applicable Properties that it is required to service and administer, which policy shall (i) be obtained from a Qualified Insurer having a claims-paying ability rated at least “A:VIII” by A.M. Best’s Key Rating Guide and at least “A” by S&P, and (ii) provide protection equivalent to the individual policies otherwise required under Section 3.06(a). The Property Manager and the Special Servicer shall bear the cost of any premium payable in respect of any such blanket policy (other than blanket policies specifically obtained for Properties or REO Properties) without right of reimbursement; provided, that if the Property Manager or the Special Servicer, as the case may be, causes any Property or REO Property to be covered by such blanket policy, the incremental costs of such insurance applicable to such Property or REO Property shall constitute, and be reimbursable as, a Property Protection Advance to the extent that, except with respect to an REO Property, such blanket policy provides insurance that the related Tenant or Mortgage Loan Borrower, as applicable, has failed to maintain. If the Property Manager or Special Servicer, as applicable, causes any Property or REO Property to be covered by a force-placed insurance policy, the incremental costs of such insurance applicable to such Property or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not any Property or REO Property is covered thereby) shall be paid as a Property Protection Advance. Such policy may contain a deductible clause (not in excess of a customary amount) in which case the Property Manager or the Special Servicer, as appropriate, shall, if there shall not have been maintained on the related Property or REO Property a hazard insurance policy complying with the requirements of Section 3.06(a) and there shall have been one or more losses that would have been covered by such policy, promptly deposit into the Collection Account from its own funds the amount not otherwise payable under the blanket policy in connection with such loss or losses because of such deductible clause. The Property Manager or the Special Servicer, as appropriate, shall prepare and present, on behalf of itself, the Administrative Agent and the applicable Borrower, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy. Any payments on such policy shall be made to the Property Manager as agent of and for the account of the applicable Borrower, the Lenders and the Administrative Agent.

(c) Each of the Property Manager and the Special Servicer shall at all times during the term of this Agreement (or, in the case of the Special Servicer, at all times during the term of this Agreement in which Specially Managed Units exist as part of the Collateral) keep in force with a Qualified Insurer having a claims paying ability rated at least “A:VIII” by A.M. Best’s Key Rating Guide and at least “A” by S&P, a fidelity bond in such form and amount as would not adversely affect any rating assigned by any Rating Agency, if applicable (as evidenced in writing from each Rating Agency). Each of the Property Manager and the Special Servicer shall be deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Property Manager or the Special Servicer, as the case may be. Such fidelity bond shall provide that it may not be canceled without ten (10) days’ prior written notice to each Borrower.

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Each of the Property Manager and the Special Servicer shall at all times during the term of this Agreement (or, in the case of the Special Servicer, at all times during the term of this Agreement in which Specially Managed Units exist as part of the Collateral) also keep in force with a Qualified Insurer having a claims-paying ability rated at least “A: VIII” by A.M. Best’s Key Rating Guide and at least “A” by S&P, a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers, employees and agents in connection with its servicing obligations hereunder, which policy or policies shall name the Administrative Agent as an additional insured and shall be in such form and amount as would not adversely affect any rating assigned by any Rating Agency, if applicable (as evidenced in writing from each Rating Agency). Each of the Property Manager and the Special Servicer shall be deemed to have complied with the foregoing provisions if an Affiliate thereof has such insurance and, by the terms of such policy or policies, the coverage afforded thereunder extends to the Property Manager or the Special Servicer, as the case may be. Any such errors and omissions policy shall provide that it may not be canceled without ten (10) days’ prior written notice to each Borrower.

The Back-Up Manager (whether as Back-Up Manager, Property Manager or Special Servicer) shall at all times during the term of this Agreement maintain insurance in conformity with market requirements and shall keep in force with a Qualified Insurer having a claims paying ability rated by at least one of the following Rating Agencies of at least (a) “A3” by Moody’s, (b) “A-” by S&P, (c) “A-” by Fitch or (d) “A:X” by A.M. Best Company, Inc., (i) a fidelity bond (employee dishonesty insurance) in such form and amount as is consistent with the Servicing Standard, and (ii) a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its servicing obligations hereunder, which policy or policies shall be in such form and amount as is consistent with the Servicing Standard. The Back-Up Manager shall cause any awards or other amounts payable under such policy or policies that result from the errors or omissions of its officers and employees in connection with its servicing obligations hereunder to be promptly remitted to the Administrative Agent for application in accordance with the Credit Agreement. The Back-Up Manager shall be deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond and/or errors and omissions coverage and, by the terms of such fidelity bond and/or errors and omissions policy, the coverage afforded thereunder extends to the Property Manager or the Special Servicer, as the case may be.

Each of the Property Manager and the Special Servicer shall at all times during the term of this Agreement (or, in the case of the Special Servicer, at all times during the term of this Agreement in which Specially Managed Units exist as part of the Collateral) also, on behalf of each Borrower, keep in force with a Qualified Insurer having a claims-paying ability rated at least “A:VIII” by A.M. Best’s Key Rating Guide and at least “A” by S&P, a lessor’s general liability insurance policy or policies, which policy or policies shall be in such form and amount as would not adversely affect any rating assigned by any Rating Agency, if applicable, without giving effect to any Insurance Policy (as evidenced in writing from each Rating Agency). Any such general liability insurance policy shall provide that it may not be canceled without ten (10) days’ prior written notice to each Borrower and the Administrative Agent. Any payments on such policy shall be made to the Property Manager as agent of and for the account of any applicable Borrower and the Administrative Agent.

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If the Property Manager (or its corporate parent), the Special Servicer (or its corporate parent) or the Back-Up Manager (or its corporate parent), as applicable, are rated not lower than “A” by S&P, the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, may self-insure with respect to any insurance coverage or fidelity bond coverage required hereunder, in which case it shall not be required to maintain an insurance policy with respect to such coverage; provided, that the Company may not self-insure with respect to any such insurance coverage or fidelity bond.

Section 3.07 Reserved.

Section 3.08 Borrowers, Custodian and Administrative Agent to Cooperate; Release of Lease Files and Loan Files.

(a) If from time to time, and as appropriate for servicing of any Mortgage Loan, Lease, assumption of a Lease, modification of a Lease or the re-lease or sale of any Property, the Property Manager or the Special Servicer shall otherwise require the use of any Lease File or Loan File, as applicable (or any portion thereof), the Custodian, upon written request of the Property Manager and receipt from the Property Manager of a Request for Release in the form of Exhibit B-l attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit B-2 attached hereto, shall release such Lease File or Loan File, as applicable (or portion thereof) to the Property Manager or the Special Servicer, as the case may be. Upon return of such Lease File or Loan File, as applicable (or portion thereof) to the Custodian, or upon the Special Servicer’s delivery to the Administrative Agent of an Officer’s Certificate stating that (i) such Lease has become a Liquidated Lease or such Mortgage Loan has been liquidated and all amounts received or to be received in connection with such Lease or Mortgage Loan are required to be deposited into the Collection Account pursuant to Section 3.02(a) have been or will be so deposited or (ii) such Property or Mortgage Loan has been sold, a copy of the Request for Release shall be released by the Custodian to the Property Manager or the Special Servicer, as applicable.

(b) Within seven (7) Business Days of the Special Servicer’s request therefor (or, if the Special Servicer notifies each Borrower and the Administrative Agent of an exigency, within such shorter period as is reasonable under the circumstances), each of the applicable Borrower and the Administrative Agent shall execute and deliver to the Special Servicer, in the reasonable form supplied to such Borrower and the Administrative Agent by the Special Servicer, any court pleadings, leases, sale documents or other documents reasonably necessary to the re-lease, foreclosure or sale in respect of any Mortgage Loan or Property or to any legal action brought to obtain judgment against any Tenant or Mortgage Loan Borrower on the related Lease or Mortgage Loan or to obtain a judgment against an Tenant or Mortgage Loan Borrower, or to enforce any other remedies or rights provided by the Lease or Mortgage Loan or otherwise available at law or in equity or to defend any legal action or counterclaim filed against such Borrower, the Property Manager or the Special Servicer; provided that each of such Borrower and the Administrative Agent may alternatively execute and deliver to the Special Servicer, in the form supplied to such Borrower and the Administrative Agent by the Special Servicer, a limited power

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of attorney substantially in the form of Exhibit D issued in favor of the Special Servicer and empowering the Special Servicer to execute and deliver any or all of such pleadings or documents on behalf of such Borrower or the Administrative Agent, as the case may be, provided, however, that neither the applicable Borrower nor the Administrative Agent shall be held liable for any misuse of such power of attorney by the Special Servicer and the Special Servicer hereby agrees to indemnify such Borrower and the Administrative Agent against, and hold such Borrower and the Administrative Agent harmless from, any loss or liability arising from any misuse of such power of attorney. Notwithstanding anything to the contrary, the Special Servicer shall not, without the Administrative Agent’s written consent (i) initiate any action, suit or proceeding under the Administrative Agent’s name or (ii) take any action to cause the Administrative Agent to be required to be registered to do business in any state. Together with such pleadings or documents (or such power of attorney empowering the Special Servicer to execute the same on behalf of such Borrower and the Administrative Agent), the Special Servicer shall deliver to each of such Borrower and the Administrative Agent an Officer’s Certificate requesting that such pleadings or documents (or such power of attorney empowering the Special Servicer to execute the same on behalf of such Borrower or the Administrative Agent, as the case may be) be executed by such Borrower or the Administrative Agent and certifying as to the reason such pleadings or documents are required.

Section 3.09 Servicing Compensation: Interest on Advances.

(a) As compensation for its activities hereunder, the Property Manager shall be entitled to receive the Property Management Fee with respect to each Financed Property included in the Collateral (excluding the Specially Managed Units, if any). The Property Management Fee with respect to any Financed Property shall cease to accrue if the Financed Property becomes a Specially Managed Unit. The right to receive the Property Management Fee may not be transferred in whole or in part except in connection with the transfer of all of the Property Manager’s responsibilities and obligations under this Agreement. Earned but unpaid Property Management fees shall be distributable monthly on the Payment Date from the Available Amount pursuant to Section 2.11.4 of the Credit Agreement. For the avoidance of doubt, no compensation shall be due to the Property Manager with respect to any Excluded Asset.

(b) On each Payment Date, the Property Manager shall be entitled to receive, and at the direction of the Administrative Agent the Account Bank shall distribute, to the Property Manager from the Payment Account, all transaction, returned check, assumption, modification and similar fees and late payment charges received with respect to Mortgage Loans and Properties that are not Specially Managed Units. The Property Manager will also be entitled to any Default Interest collected on a Lease or Mortgage Loan, but only to the extent that (i) such Default Interest is allocable to the period (not to exceed 60 days) when the related Property or Mortgage Loan did not constitute a Specially Managed Unit and (ii) such Default Interest is not allocable to cover interest payable to the Property Manager or the Administrative Agent with respect to any Advances made in respect of the related Property or Mortgage Loan.

(c) As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Managed Unit. The Special Servicing Fee with respect to any Specially Managed Unit shall cease to accrue if (i) the related Property or Mortgage Loan is sold or otherwise released from the lien of the related

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Mortgage, or (ii) such Specially Managed Unit becomes a Corrected Unit. Earned but unpaid Special Servicing Fees shall be distributable monthly on the Payment Date by the Administrative Agent out of general collections on the Leases, Mortgage Loans and the Properties on deposit in the Payment Account.

The Special Servicer’s right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement.

(d) On each Payment Date, the Special Servicer shall be entitled to receive, and at the direction of the Administrative Agent the Account Bank shall distribute, to the Special Servicer from the Payment Account, all returned check, assumption, modification and similar fees and late payment charges received on or with respect to the Specially Managed Units as Special Servicer Additional Servicing Compensation out of the Available Amount pursuant to Section 2.11.4 of the Credit Agreement.

(e) The Property Manager, the Back-Up Manager and the Special Servicer shall each be required to pay all ordinary expenses incurred by it in connection with its servicing activities under this Agreement, including fees of any subservicers retained by it; provided, however, that if KeyBank is the Back-Up Manager and assumes the role of Property Manager or Special Servicer hereunder, in accordance with the Servicing Standard and the terms of this Agreement it shall be permitted to engage third party valuation experts and other consultants to conduct appraisals at the cost of the Borrowers. As and to the extent permitted by Section 2.11.4 of the Credit Agreement, the Property Manager and the Administrative Agent shall each be entitled to receive interest at the Reimbursement Rate in effect from time to time, accrued on the amount of each Advance and unreimbursed Extraordinary Expenses made by it for so long as such Advance is outstanding.

(f) As compensation for its activities hereunder, the Back-Up Manager shall be entitled to receive the monthly Back-Up Fee with respect to each Property and Mortgage Loan included in the Collateral pool. The right to receive the monthly Back-Up Fee may not be transferred in whole or in part except in connection with the transfer of all of the Back-Up Manager’s responsibilities and obligations under this Agreement. Earned but unpaid Back-Up Fees shall be payable from the Available Amount pursuant to Section 2.11.4 of the Credit Agreement.

Section 3.10 Property Inspections; Collection of Financial Statements; Delivery of Certain Reports.

(a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral pool at least once every five (5) years, with at least 20% of the Properties in the Collateral pool to be inspected every year (beginning in 2024), including any Properties with Aggregate 4-Wall FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.

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(b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Borrower, the Administrative Agent and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.

(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Borrower.

(d) The Special Servicer, in the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Mortgage Loan Borrower and review annual and quarterly financial statements of such Tenant or Mortgage Loan Borrower and the Properties it operates as the same are required to be delivered by the Tenant or Mortgage Loan Borrower to the applicable Borrower under its Lease or Mortgage Loan.

(e) The Administrative Agent shall have the right to conduct an operational audit of the Property Manager (other than with respect to KeyBank if KeyBank is the Property Manager) at least once per annum. Such operational audit shall include but not be limited to a review of operations, management and other procedures (i.e., monthly facility reporting, credit monitoring policies, assignment of credit risk tiers, lease modifications, real estate diligence), and systems (including cash management and tenant reporting). To the extent KeyBank becomes the Property Manager, KeyBank shall make available to the Administrative Agent (i) the information required pursuant to Section 3.13 and (ii) no more than once per annum, upon thirty (30) days prior written notice to KeyBank and at the expense of the Borrowers or the Administrative Agent (to the extent the Borrower has not reimbursed KeyBank for such costs and expenses), an officer of KeyBank that has knowledge of the transactions governed by this Agreement to answer questions regarding the performance of its obligations and duties under this Agreement.

Section 3.11 Quarterly Statement as to Compliance.

Each of the Property Manager and the Special Servicer shall deliver to the Borrowers, to the Administrative Agent and, in the case of the Special Servicer, to the Property Manager, within 60 days after the end of the first three calendar quarters of each year and within 120 days after the end of the fiscal year, an Officer’s Certificate stating, as to each signer thereof, that (i) a review of the activities of the Property Manager and the Special Servicer throughout the preceding calendar quarter, and of its performance under this Agreement, has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on such review, the Property Manager or the Special Servicer, as the case may be, complied in all material respects throughout such period with the minimum servicing standards in this Agreement and fulfilled in all material respects throughout such period its obligations under this Agreement or, if there was noncompliance with such standards or a default in the fulfillment of any such obligation in any

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material respect, such Officer’s Certificate shall include a description of such noncompliance or specify each such default, as the case may be, known to such officer and the nature and status thereof. To the extent KeyBank has become the successor property Manager or Special Servicer, it shall provide an annual certification relating to the foregoing to be delivered by March 31^st of each calendar year.

Section 3.12 Reports by Independent Public Accountants.

On or before April 30 of each year, beginning April 30, 2024 (or to the extent KeyBank has become the successor Property Manager or Special Servicer, March 31, 2024), each of the Property Manager and the Special Servicer, at its expense, shall cause an independent, registered public accounting firm (which may also render other services to the Property Manager or the Special Servicer, as the case may be) to furnish to each Borrower and the Administrative Agent and, in the case of the Special Servicer, to the Property Manager a report containing such firm’s opinion that, on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertion made pursuant to Section 3.11 regarding compliance by the Property Manager or the Special Servicer, as the case may be, with the minimum servicing standards (to the extent applicable to commercial mortgages loans) identified in (i) the Uniform Single Attestation for Mortgage Bankers (to the extent KeyBank is not the Property Manager or Special Servicer) or (ii) item 1122 of Regulation AB (to the extent KeyBank becomes the Property Manager or Special Servicer), during the preceding fiscal year is fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such institute’s standards require it to report. In rendering such statement, such firm may rely, as to matters relating to direct servicing of leases and mortgage loans by Sub-Managers, upon comparable reports for examinations conducted substantially in accordance with such institute’s standards (rendered within one year of such report) of independent public accountants with respect to the related Sub-Managers.

Section 3.13 Access to Certain Information; Delivery of Certain Information.

Each of the Property Manager and the Special Servicer shall afford to the other, to the Borrowers, and the Administrative Agent and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Lender, reasonable access to any documentation regarding the Leases, Mortgage Loans and Properties and its servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of a Borrower or the Lenders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Property Manager or the Special Servicer, as the case may be, designated by it.

The Property Manager or the Special Servicer shall notify the Administrative Agent and the Back-Up Manager of any Property whose Tenant has ceased to exercise its business activity on such Property within fifteen (15) Business Days of becoming aware of such a circumstance.

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Section 3.14 Management of REO Properties and Properties Relating to Defaulted Assets.

(a) At any time that a Property is not subject to a Mortgage Loan or a Lease or is subject to a Mortgage Loan or a Lease that is a Defaulted Asset or with respect to an REO Property, the Special Servicer’s decision as to how such Property or REO Property shall be managed and operated shall be based on the good faith and reasonable judgment of the Special Servicer as to the best interest of the applicable Borrower and the Lenders by maximizing (to the extent commercially feasible) the net after-tax revenues received by the applicable Borrower with respect to such property and, to the extent consistent with the foregoing, in the same manner as would commercial loan and lease servicers and asset managers operating property comparable to the respective Property or REO Property under the Servicing Standard. The applicable Borrower, the Administrative Agent and the Special Servicer may consult with counsel at the expense of the applicable Borrower in connection with determinations required under this Section 3.14(a). None of the Administrative Agent, the Property Manager or the Special Servicer shall be liable to any Borrower, the Lenders, the other parties hereto or each other, nor shall any Borrower be liable to any Lenders or to the other parties hereto, for errors in judgment made in good faith in the exercise of their discretion while performing their respective responsibilities under this Section 3.14(a). Nothing in this Section 3.14(a) is intended to prevent the sale or release of a Property or REO Property pursuant to the terms and conditions contained elsewhere in this Agreement.

(b) With respect to any Property not subject to a Mortgage Loan or a Lease and any REO Property, the Special Servicer shall manage, conserve, protect and operate such Property or REO Property for the benefit of the Borrowers in accordance with the Servicing Standard. Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and all things in connection therewith as are consistent with the Servicing Standard and, consistent therewith, shall direct that the Property Manager make, and the Property Manager shall make, Property Protection Advances, or pay Emergency Property Expenses from funds on deposit in the Collection Account, necessary for the proper operation, management, maintenance and disposition of such Property or REO Property, including:

(i) all insurance premiums due and payable in respect of such Property or REO Property;

(ii) all real estate and personal property taxes and assessments in respect of such Property or REO Property that may result in the imposition of a lien thereon (including taxes or other amounts that could constitute liens prior to or on parity with the lien of the related Mortgage);

(iii) any Ground Lease rents in respect of such Property or REO Property; and

(iv) all costs and expenses necessary to maintain, lease, sell, protect, manage, operate and restore such Property or REO Property.

Notwithstanding the foregoing, the Property Manager shall have no obligation to make any such Property Protection Advance if (as evidenced by an Officer’s Certificate delivered to the applicable Borrower and the Administrative Agent) the Property Manager determines, in accordance with the Servicing Standard, that such payment would be a Nonrecoverable Advance. The Special Servicer shall submit requests to make Property Protection Advances to the Property Manager not more than once per month unless the Special Servicer determines on an emergency basis in accordance with the Servicing Standard that earlier payment is required to protect the interests of each Borrower and the Lenders.

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(c) If title to any REO Property is acquired by the Special Servicer on behalf of a Borrower, the deed or certificate of sale shall be issued to the applicable Borrower and the Property Manager shall deliver to the Administrative Agent and the Borrowers an amended Financed Property Schedule reflecting the removal of the related Mortgage Loan from the Collateral pool and the addition of any related Property to the Collateral pool. Upon acquisition of such REO Property, the Special Servicer shall, if any amounts remain due and owing under the related Mortgage Note, cause the applicable Borrower to execute and deliver to the Administrative Agent or the Collateral Agent a new Mortgage (along with appropriate UCC Financing Statements), as applicable, in favor of the Administrative Agent or the Collateral Agent to secure the Obligations. The Special Servicer shall remit to the Property Manager for deposit in the Collection Account, upon receipt, all REO Revenues, Insurance Proceeds and Liquidation Proceeds received in respect of an REO Property.

Section 3.15 Release, Sale and Exchange of Defaulted Assets and Terminated Lease Properties.

(a) Subject to any additional requirements set forth in the Credit Agreement, the Property Manager, the Special Servicer and the applicable Borrower may release, sell or purchase, or permit the release, sale or purchase of, a Mortgage Loan or Property only on the terms and subject to the conditions set forth in this Section 3.15 or as otherwise expressly provided in or contemplated by Article VII or elsewhere in this Agreement and the Master Exchange Agreement, as applicable.

(b) The Special Servicer and the Property Manager, as applicable, shall exercise reasonable efforts, consistent with the Servicing Standard, to enforce a Defaulted Asset, including, without limitation, the commencement and prosecution of any eviction or foreclosure proceedings, as to which no satisfactory arrangements can be made for collection of delinquent payments. In the event any Property becomes a Terminated Lease Property or a Borrower obtains title to an REO Property, the Special Servicer shall use reasonable efforts, consistent with the Servicing Standard, to (i) with respect to such Terminated Lease Property, attempt to induce another Tenant to assume the obligations under the existing Lease, with or without modification, (ii) lease the Terminated Lease Property or REO Property under a new Lease on economically desirable terms or (iii) dispose of the Property or REO Property, subject to the prior written consent of the Administrative Agent. The decision to enter into a lease assumption or re-lease the Terminated Lease Property or REO Property shall be made by the Special Servicer in accordance with the Servicing Standard. The Special Servicer shall pay all costs and expenses (other than costs or expenses that would, if incurred, constitute a Nonrecoverable Advance) incurred by it in connection with the foregoing as a Property Protection Advance, and shall be entitled to reimbursement therefor as provided herein. If the Special Servicer is successful in leasing the Terminated Lease Property or REO Property, a new Appraised Value will be obtained by the Special Servicer for the Terminated Lease Property or REO Property in the Special Servicer’s discretion, and the costs of any such appraisal shall be a Property Protection Advance. If the Special Servicer leases any Terminated Lease Property or REO Property, the Property Manager shall deliver to the Administrative Agent and the Borrowers an amended Financed Property Schedule reflecting the addition of such Lease to the Collateral pool. Monthly Lease Payments on the modified or new Lease will be applied pursuant to the Credit Agreement.

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(c) If the Lease has not been assumed or the Terminated Lease Property or REO Property has not been leased to a new tenant and the Terminated Lease Property or REO Property has not been released from the lien of the Mortgage pursuant to Section 3.15(h) below within twenty-four (24) months of becoming a Terminated Lease Property or REO Property, the Special Servicer may offer to sell the Terminated Lease Property or REO Property pursuant to this Section 3.15, for a fair price, free and clear of the lien of the related Mortgage, if and when the Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best interests of the Lenders. No Interested Person shall be obligated to submit a bid to purchase any such Terminated Lease Property or REO Property. The Liquidation Proceeds shall be deposited into the Collection Account and applied as set forth herein.

(d) If and when the Special Servicer deems it necessary and prudent for purposes of establishing a fair price for any Terminated Lease Property or REO Property for purposes of conducting a sale of such Terminated Lease Property or REO Property pursuant to subsection (c) above, the Special Servicer is authorized to have an appraisal conducted by an independent MAI-designated appraiser or other expert (the cost of which appraisal shall constitute a Property Protection Advance).

(e) Whether any cash bid constitutes a fair price for any Terminated Lease Property or REO Property for purposes of Section 3.15(c) shall be determined by the Special Servicer or, if such cash bid is from an Interested Person, with the approval of by the Administrative Agent or, if the expected Liquidation Proceeds with respect to such Terminated Lease Property or REO Property would be insufficient to provide reimbursement for all unreimbursed Advances made with respect to the subject Terminated Lease Property or REO Property, together with any related Advance Interest thereon, by the Property Manager. In determining whether any bid received from an Interested Party represents a fair price for any Terminated Lease Property or REO Property, the Administrative Agent shall be supplied with and may conclusively rely on the most recent appraisal conducted in accordance with Section 3.15(d) within the preceding 12-month period or, in the absence of any such appraisal, on a narrative appraisal prepared by an independent MAI-designated appraiser or other expert retained by the Special Servicer, at Borrower’s cost or as a Property Protection Advance. Such appraiser shall be selected by the Special Servicer if the Special Servicer is not bidding with respect to a Terminated Lease Property or REO Property and shall be selected by the Property Manager if the Special Servicer is bidding, provided that if the Property Manager and the Special Servicer are the same Person and such Person is bidding, then such appraiser shall be selected by the Administrative Agent. In determining whether any bid constitutes a fair price for any such Terminated Lease Property or REO Property, the Special Servicer, the Administrative Agent or the Property Manager, as applicable, shall take into account, among other factors, the occupancy status and physical condition of the Terminated Lease Property or REO Property, the state of the local economy, and, with respect to Terminated Lease Properties, the period and amount of any delinquency on the effected Lease. In connection therewith, the Special Servicer may charge prospective bidders fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or evaluating bids without obligation to deposit such amounts into the Collection Account.

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(f) The Special Servicer shall act on behalf of the applicable Borrower and the Administrative Agent in negotiating and taking any other action necessary or appropriate in connection with the sale of any Terminated Lease Property or REO Property and the collection of all amounts payable in connection therewith. Any sale of a Terminated Lease Property or REO Property shall be free and clear of the lien of the Credit Agreement and shall be final and without recourse to the applicable Borrower or the Administrative Agent. If such sale is consummated in accordance with the terms of this Agreement, none of the Property Manager, the Special Servicer or the Administrative Agent shall have any liability to any Borrower or any Lender with respect to the purchase price therefor.

(g) The Special Servicer shall accept the first (and, if multiple bids are received contemporaneously, highest) cash bid received from any Person that constitutes a fair price for such Terminated Lease Property or REO Property. Notwithstanding the foregoing, the Special Servicer shall not be obligated to accept the highest cash bid if the Special Servicer determines, in accordance with the Servicing Standard, that rejection of such bid would be in the best interests of the Lenders, and the Special Servicer may accept a lower cash bid if it determines, in accordance with the Servicing Standard, that acceptance of such bid would be in the best interests of the Lenders (for example, if the prospective buyer making the lower bid is more likely to perform its obligations or the terms offered by the prospective buyer making the lower bid are more favorable).

(h) At any time that a Terminated Lease Property or REO Property has not already been sold or leased pursuant to the terms hereof, the related Borrower may at its option (i) release the lien of the Credit Agreement and the related Mortgage from such Terminated Lease Property or REO Property pursuant to Section 7.04 or (ii) exchange one or more Qualified Substitute Properties for the subject Terminated Lease Property or REO Property pursuant to Section 7.01.

(i) The Special Servicer shall, and is hereby authorized and empowered by the Borrowers and the Administrative Agent to, prepare, execute and deliver in its own name, on behalf of the Borrowers and the Administrative Agent or any of them, the endorsements, assignments and other documents necessary to effectuate a sale of a Terminated Lease Property or REO Property pursuant to this Section 3.15, and the Borrowers and the Administrative Agent shall execute and deliver any limited powers of attorney substantially in the form of Exhibit D necessary to permit the Special Servicer to do so; provided, however, that none of the Borrowers or the Administrative Agent shall be held liable for any misuse of any such power of attorney by the Special Servicer and the Special Servicer hereby agrees to indemnify the Borrowers and the Administrative Agent against, and hold the Borrowers and the Administrative Agent harmless from, any loss or liability arising from any misuse in the exercise of such power of attorney.

(j) For the avoidance of doubt, if the Special Servicer determines that, with respect to a Defaulted Asset, a lease assumption with modification, or a re-lease, would maximize revenue received by the related Borrower, and the terms of such new or modified lease will include rent that is 60% or less than the rent previously received on the Defaulted Asset, then the Special Servicer shall enter into any such lease for no more than 10 years, so long as the Special Servicer determines that entering into such lease term would be in accordance with the Servicing Standard and in the best interests of the Lenders.

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Section 3.16 Renewals, Modifications, Waivers, Amendments; Consents and Other Matters.

(a) The applicable Borrower may enter into renewals of Leases and new Leases that provide for rental rates comparable to existing local market rates and are on commercially reasonable terms. All Leases executed after the Closing Date shall provide that they are subordinate to the Mortgage encumbering the applicable Property and that the lessee agrees to attorn to the Administrative Agent or any purchaser at a sale by foreclosure or power of sale. The Administrative Agent shall, at the request of the related Borrower or the Property Manager, enter into an SNDA approved by the Administrative Agent with the Tenant under a Lease to the extent such Lease does not contain provisions subordinating such Lease to the lien of the related Mortgage and requiring the related Tenant to attorn and recognize the holders of the beneficial interests under such Mortgage or such other party as may acquire title to the related Property by foreclosure, deed-in-lieu thereof or otherwise. The Property Manager shall observe and perform the obligations imposed upon the lessor under the Leases in accordance with the Servicing Standard. The applicable Borrower shall execute and deliver, or cause to be executed and delivered, at the request of any party hereto all such further assurances, confirmations and assignments in connection with the Leases as may be required by such party.

(b) Except as specifically set forth herein, neither the applicable Borrower nor the Property Manager (i) shall amend or modify in any material respect, or terminate (other than in connection with a bona fide default by the Tenant or Mortgage Loan Borrower thereunder beyond any applicable notice or grace period or with respect to Lease Transfer Properties), any Lease or Mortgage Loan other than in accordance with the Servicing Standard, (ii) unless permitted by the related Lease or Mortgage Loan and remitted and initiated thereunder by the related Tenant or Mortgage Loan Borrower, shall not collect any rents or principal or interest more than one (1) month in advance (other than security deposits), and (iii) shall not execute any other assignment of lessor’s interest in the Leases or the rents or the related Borrower’s interest in the Mortgage Loan (except as contemplated by the Loan Documents or the Leases or Mortgage Loans, as applicable). For the purpose of this section, without limiting the generality of the foregoing, any extension of the term of a Lease or Mortgage Loan that does not reduce the rent or principal or interest, payable thereunder shall be deemed not to be material and any amendment or modification of a Lease or Mortgage Loan that reduces the term thereof or the rent, or principal or interest, payable thereunder shall be deemed to be material.

(c) Notwithstanding the foregoing:

(i) The Property Manager, the Back-Up Manager and the Special Servicer may, consistent with the Servicing Standard, agree to any modification, waiver or amendment of any term of, forgive any payment on, and permit the release of the Tenant or Mortgage Loan Borrower on or any Lease Guarantor or Loan Guarantor, and approve of the assignment of a Tenant’s interest in its Lease or Mortgage Loan Borrower’s interest in its Mortgage Loan or the sublease of all or a portion of a Property (each, an “Amendment”) without the consent of the applicable Borrower, the Back-Up Manager, the Administrative Agent or any Lender or any other Person, provided that the Property Manager certifies to the Administrative Agent that:

(A) such Amendment is entered into for a commercially reasonable purpose in an arm’s-length transaction on market terms; and

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(B) subject to the provisions below, such Amendment shall not cause the Monthly DSCR to be less than 1.35 x; and

(C) in the reasonable judgment of the Borrower, the Property Manager and the Special Servicer, as the case may be, such Amendment is in the best interest of the Lenders and (other than in connection with a Tenant or Mortgage Loan Borrower default or with respect to Lease Transfer Properties) will not have an adverse effect on the Collateral Value of the related Property or Mortgage Loan.

(ii) Any Amendment that would cause the Monthly DSCR to fall below 1.35x shall require the approval of the Property Manager, if the Property Manager is not also the Special Servicer, in accordance with the Servicing Standard after notice thereof to the Administrative Agent and Back-Up Manager. In the event that Property Manager shall fail to respond to any request for approval hereunder within such ten (10) Business Day period, the applicable Borrower may send a second notice, which shall state in capitalized, bold faced 16 point type at the top of the first page that: “If the Property Manager fails to approve or disapprove the proposed Amendment within ten (10) Business Days, the Amendment shall be deemed approved”, and if the Property Manager shall fail to respond to such second request within such ten (10) Business Day period, the Amendment shall be deemed approved by the Property Manager.

(iii) Any Amendment in connection with a bona fide default by the Tenant or Borrower shall not be subject to the foregoing terms of this Section 3.16. Regardless of whether any Amendment is material or not, the Property Manager will give the Administrative Agent prompt written notice thereof and upon request will deliver a copy of any documents executed in connection therewith to the Administrative Agent.

(iv) To the extent that the applicable Borrower is not entitled, under the terms of any Lease or Mortgage Loan, to withhold its consent to an assignment, subletting or assumption thereunder, the granting of such consent shall not be restricted by this Section 3.16.

(v) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to any Lease or Mortgage Loan with respect to which there exists a bona fide default by the related Tenant or applicable Borrower, Amendment or other action with respect to any Lease or Mortgage Loan that is required under the terms of such Lease or Mortgage Loan or that is solely within the control of the related Tenant or Mortgage Loan Borrower.

(vi) Neither the Property Manager nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Tenant or Mortgage Loan Borrower if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar.

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(vii) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to the Property Manager’s or the Special Servicer’s ability to terminate a Lease or Mortgage Loan in accordance with the terms thereof.

(d) The Borrowers, the Property Manager and the Special Servicer shall have no liability to the Borrowers, the Administrative Agent, the Lenders or to any other Person if its analysis and determination that the Amendment or other action contemplated by Section 3.16(c) would not materially reduce the likelihood of timely payment of amounts due thereon, or that such Amendment or other action is reasonably likely to produce a greater recovery to the related Borrower on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in accordance with the Servicing Standard in good faith by the applicable Borrower, the Property Manager or the Special Servicer, as the case may be.

(e) The Property Manager and the Special Servicer each may, as a condition to its granting any request by a Tenant or Mortgage Loan Borrower for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within the Property Manager’s or Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Lease or Mortgage Loan and is permitted by the terms of this Agreement, require that such Tenant or Mortgage Loan Borrower, to the extent permitted by the subject Lease or Mortgage Loan, or, if not so permitted, the related Borrower, pay to the Property Manager or Special Servicer, as applicable, as additional servicing compensation a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by it.

(f) All modifications, waivers, amendments and other actions entered into or taken in respect of a Lease or Mortgage Loan pursuant to this Section 3.16 shall be in writing. Each of the Property Manager and the Special Servicer shall notify the other such party and each Borrower, the Back-Up Manager, the Administrative Agent and the Custodian, in writing, of any modification, waiver, amendment or other action entered into or taken in respect of any Lease or Mortgage Loan pursuant to this Section 3.16 and the date thereof, and shall deliver to the Custodian for deposit in the related Lease File or Loan File an original counterpart of the agreements relating to such modification, waiver, amendment or other action, promptly (and in any event within 10 Business Days) following the execution thereof. In addition, following any Amendment or other action agreed to by the Property Manager or the Special Servicer pursuant to Section 3.16(c) above, the Property Manager or the Special Servicer, as the case may be, shall deliver to each Borrower, to the Administrative Agent and, in the case of the Special Servicer, to the Property Manager, an Officer’s Certificate certifying compliance with such subsection (c).

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Section 3.17 Transfer of Servicing Between Property Manager and Special Servicer; Record Keeping.

(a) Upon determining that a Servicing Transfer Event has occurred with respect to any Lease or Mortgage Loan and if the Property Manager is not also the Special Servicer, the Property Manager shall immediately give notice thereof, and shall deliver the related Servicing File, to the Special Servicer, the Administrative Agent and the Back-Up Manager and shall provide the Special Servicer with all information, documents (or copies thereof) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Lease or Mortgage Loan and reasonably requested by the Special Servicer to the extent in Property Manager’s possession, to enable it to assume its functions hereunder with respect thereto without acting through a Sub-Manager. The Property Manager shall use its best efforts to comply with the preceding sentence within five (5) Business Days of its receipt of Special Servicer’s request following the occurrence of each related Servicing Transfer Event.

Upon determining that a Specially Managed Unit has become a Corrected Unit and if the Property Manager is not also the Special Servicer, the Special Servicer shall immediately give notice thereof, and shall return the related Servicing File, to the Property Manager and, upon giving such notice and returning such Servicing File, to the Property Manager, (i) the Special Servicer’s obligation to service such Lease or Mortgage Loan shall terminate, (ii) the Special Servicer’s right to receive the Special Servicing Fee with respect to such Lease or Mortgage Loan, shall terminate and (iii) the obligations of the Property Manager to service and administer such Lease or Mortgage Loan shall resume, in each case, effective as of the first day of the following calendar month.

(b) In servicing any Specially Managed Unit, the Special Servicer shall provide to the Custodian, for the benefit of the Administrative Agent, originals of documents included within the definition of “Lease File” for inclusion in the related Lease File and “Loan File” for inclusion in the related Loan File (with a copy of each such original to the Property Manager), and copies of any additional related Lease and Mortgage Loan information, including correspondence with the related Tenant or Mortgage Loan Borrower.

(c) Notwithstanding anything in this Agreement to the contrary, in the event that the Property Manager and the Special Servicer are the same Person, all notices, certificates, information and consents required to be given by the Property Manager to the Special Servicer or vice versa shall be deemed to be given without the necessity of any action on such Person’s part.

Section 3.18 Sub-Management Agreements.

(a) The Property Manager and the Special Servicer may enter into Sub-Management Agreements to provide for the performance by third parties of any or all of their respective obligations hereunder; provided, that, in each case, the Sub-Management Agreement: (i) is consistent with this Agreement in all material respects and requires the Sub-Manager to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Property Manager or the Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder (including by reason of a Servicer Replacement Event), the Back-Up Manager (or if the Back-Up Manager is then terminated and another successor has not been named, a successor Property Manager appointed by the Administrative Agent) may appoint a successor property manager) may thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the Property Manager or the Special Servicer, as the case may be, under such agreement or, alternatively, may terminate such Sub-Management Agreement without cause and without payment of any penalty or termination fee; (iii) provides that each

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Borrower, the Back-Up Manager, the Administrative Agent, the other parties hereto and, as and to the extent provided herein, the third party beneficiaries hereof shall be third party beneficiaries under such agreement, but that (except to the extent the Back-Up Manager assumes the obligations of the Property Manager or the Special Servicer, as the case may be, thereunder as contemplated by the immediately preceding clause (ii) and, in such case, only from the date of such assumption) none of any Borrower, the Administrative Agent, the Back-Up Manager, any other party hereto, any successor Property Manager or Special Servicer, as the case may be, any Lender or any other third party beneficiary hereof shall have any duties under such agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Property or Mortgage Loan pursuant to this Agreement to terminate such agreement with respect to such purchased Property or Mortgage Loan at its option and without penalty; (v) does not permit the Sub-Manager to enter into or consent to any modification, waiver or amendment or otherwise take any action on behalf of the Property Manager or Special Servicer, as the case may be, contemplated by Section 3.16 hereof without the written consent of the Property Manager or Special Servicer, as the case may be; and (vi) does not permit the Sub-Manager any rights of indemnification that may be satisfied out of the Collateral. In addition, each Sub-Management Agreement entered into by the Property Manager shall provide that such agreement shall terminate with respect to any Lease and Property, and Mortgage Loan serviced thereunder at the time such Property or Mortgage Loan becomes a Specially Managed Unit, and each Sub-Management Agreement entered into by the Special Servicer shall relate only to Specially Managed Units and shall terminate with respect to any such Property or Mortgage Loan that ceases to be a Specially Managed Unit.

The Property Manager and the Special Servicer shall each deliver to each Borrower and the Administrative Agent copies of all Sub-Management Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents. References in this Agreement to actions taken or to be taken by the Property Manager or the Special Servicer include actions taken or to be taken by a Sub-Manager on behalf of the Property Manager or the Special Servicer, as the case may be, and in connection therewith, all amounts advanced by any Sub-Manager to satisfy the obligations of the Property Manager or Special Servicer hereunder to make Advances shall be deemed to have been advanced by the Property Manager or Special Servicer out of its own funds and, accordingly, such Advances shall be recoverable by such Sub-Manager in the same manner and out of the same funds as if such Sub-Manager were the Property Manager or Special Servicer. For so long as they are outstanding, Advances shall accrue Advance Interest in accordance with Sections 3.09(e), such interest to be allocable between the Property Manager and such Sub-Manager as they may agree. For purposes of this Agreement, the Property Manager and the Special Servicer each shall be deemed to have received any payment, and shall be obligated to handle such payment in accordance with the terms of this Agreement, when a Sub-Manager retained by it receives such payment. The Property Manager and the Special Servicer each shall notify the other, each Borrower, the Administrative Agent and the Back-Up Manager in writing promptly of the appointment by it of any Sub-Manager.

(b) Each Sub-Manager shall be authorized to transact business in the state or states in which the Properties or Mortgage Loans it is to service are situated, if and to the extent required by applicable law.

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(c) The Property Manager and the Special Servicer, for the benefit of each Borrower, shall (at no expense to a Borrower or the Administrative Agent) monitor the performance and enforce the obligations of their respective Sub-Managers under the related Sub-Management Agreements. Such enforcement, including the legal prosecution of claims, termination of Sub-Management Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Property Manager or the Special Servicer, as applicable, in its good faith and reasonable judgment, would require were it the owner of the Properties and Mortgage Loans. Subject to the terms of the related Sub-Management Agreement, the Property Manager and the Special Servicer shall each have the right to remove a Sub-Manager retained by it at any time it considers such removal to be in the best interests of each Borrower.

(d) If the Property Manager or the Special Servicer ceases to serve as such under this Agreement for any reason (including by reason of a Servicer Replacement Event) and no successor Property Manager or Special Servicer, as the case may be, has succeeded to its rights and assumed its obligations hereunder or, in the case of the Special Servicer, no replacement Special Servicer has been designated pursuant to Section 5.06, so long as the Back-Up Manager is appointed as Property Manager and Special Servicer, as applicable, pursuant to Section 6.02, the Back-Up Manager shall succeed to the rights and assume the obligations of the Property Manager or the Special Servicer under any Sub-Management Agreement, unless the Back-Up Manager or the Administrative Agent elects to terminate any such Sub-Management Agreement in accordance with its terms. In any event, if a Sub-Management Agreement is to be assumed by the Back-Up Manager, then the Property Manager or the Special Servicer, as applicable, at its expense shall, upon request of the Back-Up Manager or the Administrative Agent, deliver to the Back-Up Manager all documents and records relating to such Sub-Management Agreement and the Properties and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use its commercially reasonable efforts to effect the orderly and efficient transfer of the Sub-Management Agreement to the assuming party.

(e) Notwithstanding any Sub-Management Agreement, the Property Manager and the Special Servicer shall remain obligated and liable to each Borrower, the Lenders, the Administrative Agent and each other for the performance of their respective obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if each alone were servicing and administering the Mortgage Loans, the Properties and Leases for which it is responsible.

(f) Any fees paid by the Property Manager or the Special Servicer, as applicable, to any Sub-Manager pursuant to any Sub-Management Agreement shall be paid solely from the Property Management Fee or the Special Servicing Fee, as applicable, and in no event shall such Sub-Manager have any claim against the Collateral with respect to such fees.

Section 3.19 Casualty.

(a) If any Property or Improvements in connection with a Hybrid Lease shall be materially damaged or destroyed, in whole or in part, by fire or other casualty (an “Insured Casualty”), the Property Manager shall give prompt notice thereof to the Administrative Agent. Following the occurrence of an Insured Casualty, subject to the Credit Agreement, the Property Manager shall promptly (or shall promptly cause the Tenant or Mortgage Loan Borrower to)

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proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law; provided that, such Borrower shall take at its own expense such steps as may be reasonably required to put and maintain the Improvements in a safe and secure condition. The expenses incurred by the Property Manager in the adjustment and collection of any amounts received in connection with an Insured Casualty shall be deemed a Property Protection Advance and be secured hereby and shall be reimbursed by the applicable Borrower to the Property Manager pursuant to the terms of the Credit Agreement.

(b) In case of loss or damages to a Property not securing a Mortgage Loan or Improvements in connection with a Hybrid Lease covered by any of the Property Insurance Policies, the following provisions shall apply:

(i) In the event of an Insured Casualty that does not exceed the greater of (a) $100,000.00 or (b) five percent (5%) of the Fair Market Value of the applicable Property or Improvements in connection with a Hybrid Lease, the applicable Borrower may settle and adjust any claim without the consent of the Property Manager and agree with the insurance company or companies on the amount to be paid upon the loss. In such case, such Borrower is hereby authorized to collect and to distribute such amounts distributed in connection with an Insured Casualty in accordance with the terms and provisions of the related Lease.

(ii) In the event an Insured Casualty shall exceed the greater of (a) $100,000.00 or (b) five percent (5%) of the Fair Market Value of the applicable Properties or Improvements in connection with a Hybrid Lease, then and in that event, the applicable Borrower may settle and adjust any claim without the consent of the Property Manager and agree with the insurance company or companies on the amount to be paid on the loss and shall immediately deposit such amounts received in connection with an Insured Casualty into the Casualty and Condemnation Account, in accordance with the terms of the Credit Agreement and this Agreement.

(iii) In the event of an Insured Casualty where the loss is in an aggregate amount more than the greater of (a) $100,000.00 or (b) five percent (5%) of the Fair Market Value of the applicable Properties or Improvements in connection with a Hybrid Lease, and if, in the reasonable judgment of the Property Manager the Property can be restored within twenty-four (24) months to an economic unit not materially less valuable (including an assessment of the impact of the termination of any Leases due to such Insured Casualty) and not materially less useful than the same was prior to the Insured Casualty, then, if no Event of Default under the Credit Agreement shall have occurred and be then continuing, the amounts received in connection with such an Insured Casualty (after reimbursement of any reasonable expenses incurred by the Property Manager) shall be collected by the Property Manager, and promptly delivered to and deposited by Administrative Agent into the Casualty and Condemnation Proceeds Account, and shall be distributed to the applicable Borrower to reimburse such Borrower or the subject Tenant for the cost of restoring, repairing, replacing or rebuilding the Property or Improvements in connection with a Hybrid Lease or part thereof subject to the Insured Casualty, in the manner set forth below, provided, the Administrative Agent makes the amounts received in connection with

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such an Insured Casualty available for the same, such Borrower hereby covenants and agrees to commence and diligently prosecute, or cause the applicable Tenant to commence and diligently prosecute, such restoring, repairing, replacing or rebuilding; provided, that such Borrower or the subject Tenant shall pay all costs (and if required by the Property Manager, such Borrower shall deposit the total thereof with the Administrative Agent in advance) of such restoring, repairing, replacing or rebuilding in excess of the net proceeds made available pursuant to the terms hereof.

(iv) Subject to clauses (i)-(iii) in this Section 3.19(b), a Borrower may elect for proceeds from an Insured Casualty or Condemnation to be (A) applied to the payment of the Loan or (B) applied to reimburse the applicable Borrower or the subject Tenant for the cost of restoring, repairing, replacing or rebuilding the Property or Improvements in connection with a Hybrid Lease or part thereof subject to the Insured Casualty, in the manner set forth below.

(v) In the event the applicable Borrower is entitled to reimbursement out of the amounts received by the Administrative Agent in connection with a Condemnation, such amounts shall be disbursed from time to time by the Administrative Agent from the Collection Account, at the written direction of the Property Manager, upon the Property Manager being furnished with (1) evidence satisfactory to it of the estimated cost of completion of the restoration, repair, replacement and rebuilding, (2) funds or, at the Property Manager’s option, assurances reasonably satisfactory to the Property Manager that such funds are available, sufficient in addition to the proceeds to complete the proposed restoration, repair, replacement and rebuilding, and (3) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other reasonable evidences of cost, payment and performance as the Property Manager may reasonably require and approve. No payment made prior to the final completion of the restoration, repair, replacement and rebuilding shall exceed ninety percent (90%) of the value of the work performed from time to time; funds other than proceeds shall be disbursed prior to disbursement of such proceeds; and at all times, the undisbursed balance of such proceeds remaining in the hands of the Administrative Agent, together with funds deposited for that purpose or irrevocably committed to the satisfaction of the Property Manager by or on behalf of such Borrower for that purpose, shall be at least sufficient in the reasonable judgment of the Property Manager to pay for the cost of completion of the restoration, repair, replacement or rebuilding, free and clear of all liens or claims for lien. Any surplus which may remain out of proceeds held by the Administrative Agent after payment of such costs of restoration, repair, replacement or rebuilding shall be transferred to the Collection Account as Insurance Proceeds and be applied to the payment of the Notes as provided in subparagraph (iv)(A) above.

(vi) Notwithstanding anything to the contrary contained herein, if any Permitted Lease shall obligate the Tenant thereunder to repair, restore or rebuild the affected Property after the occurrence of an Insured Casualty, the applicable Borrower, at the direction of the Property Manager, shall deposit the proceeds of an Insured Casualty in the Casualty and Condemnation Account and such proceeds shall be available for distribution to the Tenant for payment of restoration costs, subject only to the conditions set forth in such Permitted Lease and the conditions set forth in the first sentence of subparagraph (v) above.

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(c) Notwithstanding anything contained herein to the contrary (including in Section 3.20 below), in the case of loss or damages covered by any of the Property Insurance Policies with respect to a Property securing a Mortgage Loan or any Condemnation with respect to any such Property, the related proceeds shall be applied in accordance with the related Loan Documents.

Section 3.20 Condemnation.

(a) Each applicable Borrower shall promptly give the Property Manager written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding of which Borrower receives notice (a “Condemnation”) and shall deliver to the Property Manager copies of any and all papers served upon such Borrower in connection with such Condemnation. Following the occurrence of a Condemnation, the Property Manager shall, or shall promptly cause the related Tenant or Mortgage Loan Borrower to, proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law; provided that such Borrower shall take at its own expense such steps as may be reasonably required to put and maintain the Improvements in a safe and secure condition.

(b) In the event of a Condemnation with respect to a Property not securing a Mortgage Loan or Improvements in connection with a Hybrid Lease, the proceeds for which will not exceed the greater of (a) $100,000, or (b) five percent (5%) of the Fair Market Value of the applicable Property or Improvements in connection with a Hybrid Lease, the applicable Borrower may settle and adjust any claim and release the lien of the Loan Documents from the affected portion of the applicable Property or Improvements, as applicable, on behalf of the Administrative Agent without the consent of the Property Manager and agree with the governmental authority having jurisdiction on the amount to be paid in connection with such Condemnation. In such case, the applicable Borrower is hereby authorized to collect and disburse the amounts received in connection with such Condemnation. In the event the amounts received in connection with a Condemnation shall exceed the greater of (i) $100,000, or (ii) five percent (5%) of the Fair Market Value of the applicable Property or Improvements in connection with a Hybrid Lease, then in such event, the applicable Borrower may settle and adjust any claim without the consent of the Property Manager and agree with the condemning authority on the amount to be paid in connection with such Condemnation, and the amounts received in connection with such a Condemnation shall be due and payable solely to the Administrative Agent and held in escrow by the Administrative Agent in the Casualty and Condemnation Account, and disbursed by the Administrative Agent, at the written direction of the Property Manager, in accordance with the terms of this Agreement. Notwithstanding any Condemnation by any public or quasi-public authority (including, without limitation, any transfer made in lieu of or in anticipation of such a Condemnation), the applicable Borrower shall continue to perform its obligations under the Credit Agreement].

(c) In the event of any Condemnation with respect to a Property not securing a Mortgage Loan or Improvements in connection with a Hybrid Lease where the amount to be paid in connection therewith are in an aggregate amount that shall exceed the greater of (i) $100,000.00, or (ii) five percent (5%) of the Fair Market Value of the applicable Properties or Improvements in connection with Hybrid Leases, and if, in the reasonable judgment of the applicable Borrower, the related Property can be restored within twenty-four (24) months to an economic unit not materially

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less valuable (including an assessment of the impact of the termination of any Leases due to such Condemnation) and not materially less useful than the same was prior to the Condemnation, then, if no Event of Default under the Credit Agreement shall have occurred and be then continuing, the amount to be paid in connection with such Condemnation (after reimbursement of any expenses incurred by the Property Manager) shall be collected by the Administrative Agent and deposited in the Casualty and Condemnation Account, and shall be applied to reimburse such Borrower or the Tenant for the subject Property for the cost of restoring, repairing, replacing or rebuilding the Property or Improvements in connection with a Hybrid Lease or part thereof subject to Condemnation, in the manner set forth below. Such applicable Borrower hereby covenants and agrees to commence and diligently prosecute, or cause the applicable Tenant to commence and diligently prosecute, such restoring, repairing, replacing or rebuilding; provided, that such Borrower or the subject Tenant shall pay all costs (and if required by the Property Manager, such Borrower shall deposit the total thereof with the Administrative Agent in advance) of such restoring, repairing, replacing or rebuilding in excess of the amount made available pursuant to the terms hereof.

(d) Except as otherwise provided herein, any amount received in connection with any Condemnation with respect to any Property or Improvements in connection with a Hybrid Lease shall, at the option of such Borrower, be (i) deposited in the Collection Account as Condemnation Proceeds and applied as Unscheduled Proceeds or (ii) applied to the reimbursement of such Borrower or the subject Tenant or Mortgage Loan Borrower for the cost of restoring, repairing, replacing or rebuilding the Property or Improvements in connection with a Hybrid Lease or part thereof subject to the Condemnation, in the manner set forth below. If the Property or Improvements in connection with a Hybrid Lease is sold through foreclosure prior to the receipt by the Administrative Agent of the proceeds from such Condemnation, the Administrative Agent shall have the right, if a deficiency judgment on the Notes shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of said proceeds sufficient to pay the Loan.

(e) In the event a Borrower is entitled to reimbursement out of the amounts received in connection with a Condemnation received by the Administrative Agent, such amounts shall be disbursed from time to time by the Administrative Agent from the Casualty and Condemnation Account, at the written direction of the Property Manager, upon the Property Manager being furnished with (1) evidence satisfactory to it of the estimated cost of completion of the restoration, repair, replacement and rebuilding resulting from such Condemnation, (2) funds or, at the Property Manager’s option, assurances reasonably satisfactory to the Property Manager that such funds are available, sufficient in addition to the amounts received in connection with a Condemnation to complete the proposed restoration, repair, replacement and rebuilding, and (3) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of costs, payment and performance as the Property Manager may reasonably require and approve. No payment made prior to the final completion of the restoration, repair, replacement and rebuilding shall exceed ninety percent (90%) of the value of the work performed from time to time; funds other than amounts received in connection with a Condemnation shall be disbursed prior to disbursement of such amounts; and at all times, the undisbursed balance of such amounts remaining in hands of the Administrative Agent, together with funds deposited for that purpose or irrevocably committed to the satisfaction of the Property Manager by or on behalf of such Borrower for that purpose, shall be at least sufficient in the reasonable judgment of the Property Manager to pay for the costs of completion of the

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restoration, repair, replacement or rebuilding, free and clear of all liens or claims for lien. Any surplus which may remain out of the amount received in connection with a Condemnation after payment of such costs of restoration, repair, replacement or rebuilding may, at the option of such Borrower, be transferred to the Collection Account as Condemnation Proceeds and applied to payment of the Notes as provided in subparagraph (d)(i) above.

(f) Notwithstanding anything to the contrary contained herein, if any Permitted Lease shall obligate the Tenant thereunder to repair, restore or rebuild the affected Property after the occurrence of a Condemnation, the Administrative Agent, at the written direction of the Property Manager, shall make the amounts received in connection with such Condemnation available, subject only to the conditions set forth in such Permitted Lease and the conditions set forth in the first sentence of Section 3.20(e) above.

Section 3.21 Separateness Provisions.

(a) So long as the Company or an Affiliate of the Borrowers is the Property Manager, the Property Manager shall at all times take all steps necessary and appropriate to maintain its own separateness from each Borrower, and maintain the separateness of all Affiliates of the Property Manager and other properties that the Property Manager manages from the Borrowers and from the Properties and Mortgage Loans. Without limiting the foregoing: (i) the Property Manager will not hold its credit out as available to pay or support (as guarantor or otherwise) any of the Borrowers’ obligations and it will not pay any such Borrower’s obligations or expenses from the Property Manager’s funds (other than expenses or advances required by this Agreement to be made by the Property Manager), (ii) the Property Manager will not make any loans to or borrow any funds from any Borrower (except as provided in clause (i) above), (iii) the Property Manager will not permit the Borrowers’ assets to be included in or consolidated within the Property Manager’s financial statements without including a note indicating that the assets and credit of the Borrowers are not available to pay the debts of the Property Manager and that its liabilities do not constitute obligations of any Borrower. Notwithstanding the foregoing, the Property Manager or its Affiliates may make capital contributions, on a non-regular basis, to any of the Borrowers.

(b) Notwithstanding any provisions to the contrary contained in the Agreement and so long as the Company or an Affiliate of any Borrower is the Property Manager, the Property Manager agrees that each Borrower is a “single purpose entity” and that each Borrower must maintain such status so long as the Loan remains outstanding as set forth in such Borrower’s organizational documents. Accordingly, the Property Manager shall:

(i) hold itself out to the public as the ultimate parent of each Borrower, legally distinct from such Borrower, and shall conduct its duties and obligations on behalf of such Borrower in its own name and shall correct any known misunderstanding regarding its separate identity from such Borrower, and shall not identify itself as a department or division of such Borrower or such Borrower as a division or department of the Property Manager;

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(ii) in the management, servicing and administration of the Properties, Leases and Mortgage Loans, use the related Borrower’s separate stationery, invoices or checks for letters, invoices or checks to be signed by such Borrower; and

(iii) shall pay each Borrower’s liabilities solely from such Borrower’s funds (except that the Property Manager shall make all Advances required to be made by the Property Manager by this Agreement).

(c) So long as the Company or an Affiliate of any Borrower is the Property Manager, the Property Manager shall bring any legal proceedings to collect rent, principal or interest or other income from the Properties and Mortgage Loans, or to oust or dispossess a Tenant or other Person from a Property or foreclose on a Mortgage Loan, only in the name of the related Borrower and at such Borrower’s expense.

(d) So long as the Company or an Affiliate of any Borrower is the Property Manager, the Property Manager shall submit Leases and Mortgage Loans, service contracts and other contracts, including amendments thereto, to the related Borrower for execution by such Borrower. So long as the Company or an Affiliate of any Borrower is the Property Manager, the Property Manager shall not bind any Borrower in respect of any term or condition of any such Lease, Mortgage Loan or contract except in Leases, Mortgage Loans or other contracts that are executed by the applicable Borrower.

Section 3.22 Estoppels.

The Property Manager shall deliver or cause to be delivered to the Administrative Agent, promptly upon request but in no event later than twenty (20) days following receipt by Property Manager of such estoppel, from each applicable Borrower, certifications, duly acknowledged and certified, setting forth (i) the original principal balance of the Loan, (ii) the outstanding principal balance of the Loan, (iii) the Interest Rate applicable to the outstanding principal balance of the Loan, (iv) the last Payment Date, (v) any offsets or defenses to the payment of the Loan, if any, and (vi) that the Notes, the Credit Agreement, this Agreement, the Mortgages, the organizational documents of such Borrower and the other Loan Documents are valid, legal and binding obligations and have not been modified or, if modified, giving particulars of such modification.

Section 3.23 Environmental Matters.

(a) So long as a Borrower owns or is in possession of each Property or Mortgage Loan, each such Borrower shall, or shall cause the Property Manager to, promptly notify the Administrative Agent in writing if such Borrower or the Property Manager shall become aware of any Hazardous Substances other than Hazardous Substances used or generated by any Tenant or Mortgage Loan Borrower in the ordinary course of business and treated in accordance with applicable Environmental Laws (“Permitted Materials”) on or near each Property and/or if such Borrower or the Property Manager shall become aware that any such Property is in direct violation of any Environmental Laws and/or if such Borrower or the Property Manager shall become aware of any condition on or near any such Property which violates any Environmental Laws, such Borrower shall, or shall cause the Property Manager to, cure such violations and remove any

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Hazardous Substances that pose a threat to the health, safety or welfare of humans, as shall be reasonably required by the Property Manager in accordance with reasonable commercial lending standards and practices, at such Borrower’s sole expense. Notwithstanding anything to the contrary in this paragraph, each such Borrower and its related Tenants or Mortgage Loan Borrowers may use and store Hazardous Substances at each Property if such use or storage is in connection with the ordinary operation, cleaning and maintenance of each Property so long as such use and storage is in compliance with any applicable Environmental Laws. Nothing herein shall prevent such Borrower from recovering such expenses from any other party that may be liable for such removal or cure.

(b) Each Borrower shall, or shall cause the Property Manager to, give prompt written notices to the Administrative Agent and the Property Manager, as the case may be, of any of the following: (i) any demand, notice of any violation, notice of any potential responsibility, proceeding or official inquiry by any Governmental Authority with respect to the presence of any Hazardous Substance or asbestos or any substance or material containing asbestos (“Asbestos”) on, under, from or about any Property; (ii) all claims made by any third party against such Borrower or any Property relating to any loss or injury resulting from any Hazardous Substance or Asbestos; and (iii) such Borrower’s or the Property Manager’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Property that causes such Property to be subject to any official investigation or cleanup pursuant to any Environmental Law. Subject to the rights of the applicable Tenant under the related Lease or Mortgage Loan Borrower under the related Mortgage Loan, each Borrower shall permit the Administrative Agent to join and participate in, as a party if it so elects, any legal proceedings or actions initiated with respect to any Property in connection with any Environmental Law or Hazardous Substance and in such an instance, the Borrowers and the Administrative Agent shall be represented by the same counsel; provided, however, that, if a conflict of interest arises between any Borrower and the Administrative Agent because potential claims could be brought against the Administrative Agent, then the Administrative Agent shall be represented by its own counsel and such Borrower shall pay all reasonable attorney’s fees and disbursements incurred by the Administrative Agent in connection therewith.

(c) Upon the Property Manager’s request and subject to the rights of the Tenants under the Leases and the rights of the Mortgage Loan Borrowers under the Mortgage Loans, at any time and from time to time while the Credit Agreement is in effect, when (x) the Property Manager has determined (in the exercise of its good faith judgment) that reasonable cause exists for the performance of an environmental inspection or audit of any Property or (y) an Event of Default exists, each Borrower shall, or shall cause the Property Manager to, provide at such Borrower’s sole expense, (I) an inspection or audit of each such Property prepared by a licensed hydrogeologist or licensed environmental engineer indicating the presence or absence of Hazardous Substances on, in or near each such Property, and (II) an inspection or audit of such Property prepared by a duly qualified engineering or consulting firm, indicating the presence or absence of Asbestos on such Property. If such Borrower fails to provide such inspection or audit within thirty (30) days after such request, the Property Manager, at such Borrower’s sole expense, which shall be deemed a Property Protection Advance, may order the same, and such Borrower hereby grants to the Property Manager and its employees and agents access to each Property and a license to undertake such inspection or audit in each case subject to the rights of the Tenants under the Leases and the rights of the Mortgage Loan Borrowers under the Mortgage Loans. In

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the event that any environmental site assessment report prepared in connection with such inspection or audit reasonably recommends that an operations and maintenance plan be implemented for Asbestos or any Hazardous Substance, the related Borrower shall, to the-extent permitted under the related Lease or Mortgage Loan, cause such operations and maintenance plan to be prepared and implemented at such Borrower’s expense upon request of the Property Manager. In the event that any investigation, site monitoring, containment, cleanup, removal, restoration, or other work of any kind is reasonably necessary under an applicable Environmental Law (the “Remedial Work”), each Borrower shall, or shall cause the Property Manager to, promptly commence and thereafter diligently prosecute, or cause any related Tenant or Mortgage Loan Borrower to commence and thereafter diligently prosecute, to completion all such Remedial Work after written demand by the Property Manager for performance thereof. All Remedial Work shall be performed by contractors, and under the supervision of a consulting engineer. All costs and expenses of such Remedial Work shall be paid by the related Borrower. In the event such Borrower shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remedial Work, the Property Manager may, but shall not be required to, cause such Remedial Work to be performed, and all costs and expenses thereof, or incurred in connection therewith, shall be deemed a Property Protection Advance.

ARTICLE IV

REPORTS

Section 4.01 Reports to the Borrowers and the Administrative Agent.

(a) Not later than 4:00 p.m. (New York City time), three (3) Business Days prior to each Payment Date, the Property Manager shall deliver the Determination Date Report to each Borrower, the Payment Agent, the Back-Up Manager and the Administrative Agent. The Property Manager shall also provide to the Payment Agent the wire instructions for the relevant parties to which payments under Section 2.11 of the Credit Agreement will be made. So long as the Company or an Affiliate of a Borrower is the Property Manager, the Determination Date Report shall also contain a certification by the Property Manager that each Borrower has not incurred any indebtedness except indebtedness permitted by any applicable limited liability company agreement or the Loan Documents. The Determination Date Report shall contain information with respect to the Financed Properties as of the Determination Date, including, but not limited to, Ineligible Assets, Maximum Property Concentration, Financial Covenants as of the most recent fiscal quarter, delinquency and default data, Monthly DSCR, FCCR, and any additional information in the possession of the Property Manager or reasonably available to it that the Administrative Agent requests in its reasonable discretion from time to time. Such information shall be delivered by the Property Manager to each Borrower and the Administrative Agent in such form as may be reasonably acceptable to each Borrower and the Administrative Agent, as applicable. The Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Property Manager) provide the Property Manager and the Back-Up Manager with such information regarding the Specially Managed Units as may be necessary for the Property Manager to prepare each Determination Date Report and any supplemental information to be provided by the Property Manager to each Borrower or the Administrative Agent.

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(b) Not later than 3:00 p.m. (New York City time) three (3) Business Days prior to each Payment Date, the Special Servicer shall deliver to the Property Manager, the Back-Up Manager and the Administrative Agent a report containing such information relating to the Mortgage Loans, the Leases and Properties managed by it and in such form as the Administrative Agent may reasonably request (such report, the “Special Servicer Report”) reflecting information as of the close of business on the last day of the immediately preceding Collection Period.

(c) Not later than the 45th day following the end of each calendar quarter, commencing with the quarter ended March 31, 2023 the Special Servicer shall deliver to the Administrative Agent, the Back-Up Manager and the Property Manager (A) a report containing such information and in such form as the Administrative Agent may reasonably request (such report, a “Modified Collateral Detail and Realized Loss Report”) with respect to all renewals, modifications, waivers, security deposits paid or rental concessions made pursuant to Section 3.16 and (B) upon the reasonable request of the Administrative Agent or the Property Manager, operating statements and other financial information collected or otherwise obtained by the Special Servicer during such calendar quarter (together with copies of the operating statements and other financial information on which it is based) to the extent such information is not prohibited from being disclosed or restricted by confidentiality under the terms of the applicable Lease Documents or Loan Documents.

(d) The Property Manager or the Special Servicer, to the extent received by such party, shall deliver to the Administrative Agent,

(i) within forty-five (45) days after the end of each calendar quarter the following items received by it, each executed by a Responsible Officer of each applicable Borrower as being true and correct: (A) a written statement dated as of the last day of each such calendar quarter identifying to its knowledge any defaults under a Lease or Mortgage Loan which continues after the expiration of applicable cure periods and not otherwise included in the Special Servicer Report, and (B) the principal amount, aggregate unfunded loan commitments and maturity dates of all credit and loan facilities then in place relating to the Company or any of its subsidiaries so long as the maturity date of such indebtedness is scheduled to occur within 365 days of the end of such calendar quarter, which shall be calculated by the Company.

(e) The Administrative Agent and Property Manager shall have the right, at any time and from time to time when an Event of Default exists, upon reasonable notice to the Borrowers and during normal business hours at the Borrowers’ principal place of business, to conduct an inspection or review, at the Borrowers’ expense, of the Borrowers’ books and records. Each Borrower shall cooperate, and shall cause its agents and employees to cooperate in the conduct of any such inspection or review.

Section 4.02 Use of Agents.

The Property Manager may at its own expense utilize agents or attorneys-in-fact, including Sub-Managers, in performing any of its obligations under this Article IV, but no such utilization shall relieve the Property Manager from any of such obligations, and the Property Manager shall remain responsible for all acts and omissions of any such agent or attorney-in-fact.

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The Property Manager shall have all the limitations upon liability and all the indemnities for the actions and omissions of any such agent or attorney-in-fact that it has for its own actions hereunder pursuant to Article V hereof, and any such agent or attorney-in-fact shall have the benefit of all the limitations upon liability, if any, and all the indemnities provided to the Property Manager under Section 5.03. Such indemnities shall be expenses, costs and liabilities of each Borrower, and any such agent or attorney-in-fact shall be entitled to be reimbursed therefor from the Collection Account as provided in Section 2.11 of the Credit Agreement.

ARTICLE V

THE PROPERTY MANAGER AND THE SPECIAL SERVICER

Section 5.01 Liability of the Property Manager, the Special Servicer and the Back-Up Manager.

The Property Manager, the Special Servicer and the Back-Up Manager shall be liable in accordance herewith only to the extent provided in Section 5.03 with respect to the obligations specifically imposed upon and undertaken by the Property Manager, the Special Servicer and the Back-Up Manager, respectively, herein.

Section 5.02 Merger, Consolidation or Conversion of the Property Manager, the Special Servicer and the Back-Up Manager.

Subject to the following paragraph, the Property Manager, the Special Servicer and the Back-Up Manager shall each keep in full effect its existence, rights and franchises as a partnership, corporation, bank or association under the laws of the jurisdiction of its formation, and each will obtain and preserve its qualification to do business as a foreign partnership, corporation, bank or association in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement or any of the Leases and the Mortgage Loans and to perform its respective duties under this Agreement.

Each of the Property Manager, the Special Servicer and the Back-Up Manager may be merged or consolidated with or into any Person, or may transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which the Property Manager, the Special Servicer or the Back-Up Manager is a party, or any Person succeeding to the business of the Property Manager, the Special Servicer or the Back-Up Manager, will be the successor Property Manager, the successor Special Servicer or the successor Back-Up Manager, as the case may be, hereunder, and each of the Property Manager, the Special Servicer and the Back-Up Manager may transfer its rights and obligations under this Agreement to an Affiliate or non-Affiliate.

Section 5.03 Limitation on Liability of the Property Manager, the Special Servicer and the Back-Up Manager.

None of the Property Manager, the Special Servicer or the Back-Up Manager or any director, officer, employee, agent or Control Person of any of them shall be under any liability to the Borrowers, the Administrative Agent or the Lenders or to any other person for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided,

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however, that none of the Property Manager, the Special Servicer or the Back-Up Manager shall be protected against any liability that would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance (including the failure to perform) of obligations or duties hereunder. The Property Manager, the Special Servicer and the Back-Up Manager and any director, officer, employee, agent or Control Person of any of them shall be entitled to indemnification by each Borrower, payable, subject to Section 2.11 of the Credit Agreement, out of the Payment Account, against any claim, loss, liability or expense incurred in connection with any legal action that relates to this Agreement or the Loan Documents; provided, however, that such indemnification shall not extend to any loss, liability or expense incurred by reason of misfeasance, bad faith or negligence in the performance (including the failure to perform) of obligations or duties under this Agreement. None of the Property Manager the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective responsibilities under this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that each of the Property Manager, the Special Servicer and the Back-Up Manager shall undertake any such action necessary or desirable with respect to the enforcement or protection of the rights and duties of the parties hereto or the interests of the Borrowers hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Borrowers as an Extraordinary Expense and the Property Manager, the Special Servicer, or the Back-Up Manager as the case may be, shall be entitled to be reimbursed therefor from the Payment Account, pursuant to Section 2.11 of the Credit Agreement.

Section 5.04 Term of Service; Property Manager and Special Servicer Not to Resign.

Each Borrower may, upon prior written consent by the Administrative Agent acting at the direction of the Majority Lenders, and written notice (without any requirement of consent) to the Property Manager and the Special Servicer, transfer the servicing duties and obligations of the Property Manager and the Special Servicer to a new servicer; provided, that if the Administrative Agent shall not have received the consent of the Majority Lenders within four (4) months after the making of such request, such consent shall be deemed granted unless the consent is not approved by the Majority Lenders. The Borrowers and the replacement Property Manager and Special Servicer shall execute and deliver a transfer agreement (the “Servicing Transfer Agreement”) mutually agreed upon in advance and effective on the transfer date (the “Servicing Transfer Date”), whereby the replacement Property Manager and the Special Servicer will agree to perform all of the duties and obligations of the Property Manager and the Special Servicer under this Agreement. The replacement Property Manager and Special Servicer shall be entitled to payment of a prorated portion (which shall be based on actual days of service and a year of 365/366 days) of the Property Management Fee and the Special Servicing Fee during its term of service. Each Servicing Transfer Agreement shall include any additional terms and provisions that the parties to this Agreement reasonably determine are necessary or appropriate and which additional terms and provisions shall be approved by all the parties to the Servicing Transfer Agreement, which approvals shall not be unreasonably withheld. The Transfer Agreement shall contain a provision stating that the former Property Manager and Special Servicer is relieved from all liability under this Agreement for acts or omissions occurring after the Servicing Transfer Date.

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None of the Property Manager, the Back-Up Manager or the Special Servicer (subject to Section 5.06) shall resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Property Manager, the Back-Up Manager or the Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by the Property Manager, the Back-Up Manager or the Special Servicer, as the case may be, at the date of this Agreement. Any such determination permitting the resignation of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, shall be evidenced by an Opinion of Counsel to such effect that shall be delivered to each Borrower and the Administrative Agent. No such resignation shall become effective until the Back-Up Manager or another successor shall have assumed the responsibilities and obligations of the resigning party hereunder. Notwithstanding the foregoing, each of the Property Manager, the Back-Up Manager and the Special Servicer may cause all of the obligations and duties imposed on it by this Agreement to be assumed by, and may assign its rights, benefits or privileges hereunder to, with the prior written approval of each applicable Borrower, which approval shall not be unreasonably withheld, conditioned or delayed, and the Majority Lenders, an Affiliate or a servicer that is not an Affiliate, in each case, upon the assumption by the assignee of all of the obligations and duties of the Property Manager, the Back-Up Manager and/or the Special Servicer, as applicable. Upon any such assignment and assumption by the assignee of all of the obligations of the Property Manager, the Back-Up Manager and/or the Special Servicer, the assignor, the Company (or its successor acting prior to such assignment), shall be relieved from all liability hereunder for acts or omissions of the Property Manager and/or the Special Servicer, as applicable, occurring after the date of the assignment and assumption.

Except as expressly provided herein, neither the Property Manager nor the Special Servicer shall assign or transfer any of its rights, benefits or privileges hereunder to any other Person or delegate to or subcontract with, or authorize or appoint, any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder, or cause any other Person to assume such duties, covenants or obligations. If, pursuant to any provision hereof, the duties of the Property Manager or the Special Servicer are transferred by an assignment and assumption to a successor thereto, the entire amount of compensation payable to the Property Manager or the Special Servicer, as the case may be, that accrues pursuant hereto from and after the date of such transfer shall be payable to such successor.

Section 5.05 Rights of Certain Persons in Respect of the Property Manager and the Special Servicer.

Each of the Property Manager and the Special Servicer shall afford to the other and, also, to each Borrower, the Administrative Agent and the Back-Up Manager, upon reasonable notice, during normal business hours (a) access to all records maintained by it relating to the Mortgage Loans, Properties and Leases included in the as a Financed Property and in respect of its rights and obligations hereunder, to the extent not prohibited by confidentiality (including attorney-client privilege), contract or applicable law, and (b) access to such of its officers as are responsible for such obligations. Upon reasonable request, the Property Manager and the Special Servicer shall each furnish the Borrowers and the Administrative Agent with its most recent financial statements and such other information as it possesses, and which it is not prohibited by confidentiality (including attorney-client privilege), applicable law or contract from disclosing,

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regarding its business, affairs, property and condition, financial or otherwise. Each Borrower may, but is not obligated to, enforce the obligations of the Property Manager and the Special Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Property Manager or the Special Servicer hereunder, or exercise the rights of the Property Manager or the Special Servicer hereunder; provided, however, that neither the Property Manager nor the Special Servicer shall be relieved of any of its obligations hereunder by virtue of such performance by any such Borrower or its designee. The Borrowers shall not have any responsibility or liability for any action or failure to act by or with respect to the Property Manager or the Special Servicer.

Section 5.06 Designation of Special Servicer by the Administrative Agent.

Subject to Section 5.04 and Section 6.02, and only in the event that the Back-Up Manager cannot serve, the Administrative Agent may from time to time designate a Person to serve as Special Servicer hereunder to replace any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer. The Administrative Agent shall so designate a Person to serve by the delivery to the Borrowers, the Property Manager and the existing Special Servicer of a written notice stating such designation. The appointment of such designated Person as Special Servicer shall be subject to receipt by the Borrowers and the Administrative Agent of (i) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit C-2, executed by the designated Person, and (ii) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 5.06 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation, whether in respect of Advances or otherwise, and it shall continue to be entitled to the benefits of Section 5.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Administrative Agent and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s responsibilities and rights hereunder.

ARTICLE VI

SERVICER REPLACEMENT EVENTS

Section 6.01 Servicer Replacement Events.

(a) “Servicer Replacement Event” wherever used herein with respect to the Property Manager or Special Servicer, means any one of the following events:

(i) any failure by the Property Manager or the Special Servicer to remit to the Collection Account, the Release Account or the Payment Account (or to the Administrative Agent for deposit into the Collection Account) any amount as and when required to be so remitted by it pursuant to the terms of this Agreement, the Credit Agreement, the Master Exchange Agreement or the Escrow Agreement, which failure remains unremedied for two (2) Business Days; or

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(ii) the Property Manager fails to make any Property Protection Advance as required by the Credit Agreement or this Agreement, which failure remains unremedied for the earlier of (A) four (4) Business Days and (B) the due date for which such Property Protection Advance is being made; or

(iii) any failure on the part of the Property Manager or the Special Servicer to observe or perform in any material respect any other of the covenants or agreements on the part of the Property Manager or the Special Servicer, as the case may be, contained in this Agreement that continues unremedied for a period of 30 days (or such longer period as is reasonably required to cure the subject matter provided that (A) the Property Manager or the Special Servicer shall diligently prosecute such cure, (B) such extended cure period does not have a material adverse effect on any Borrower, the Lenders or the Properties and (C) such longer period shall not exceed 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Property Manager and the Special Servicer by any other party hereto or the Property Manager or the Special Servicer becomes aware of such failure; or

(iv) any breach on the part of the Property Manager or the Special Servicer of any representation or warranty contained in this Agreement that materially and adversely affects the interests of any Borrower or the Lenders which remains unremedied for five (5) days after the earlier of the date on which written notice of such breach, requiring the same to be remedied, shall have been given to the Property Manager and the Special Servicer by any other party hereto or the Property Manager or Special Servicer becomes aware of any such breach; or

(v) if any Bankruptcy Action with respect to the Property Manager shall have occurred; or

(vi) either the Property Manager or the Special Servicer assigns any of its obligations under this Agreement to any third party other than as permitted under this Agreement or any other Loan Document; or

(vii) either the Property Manager or the Special Servicer fails to observe reporting requirements, which failure remains unremedied for five (5) days after notice; provided, that with respect to the delivery of the Determination Date Report, such period shall be for one (1) day after notice; or

(viii) a material adverse change occurs with respect to the Property Manager or the Special Servicer, which remains unremedied for thirty (30) days; or

(ix) a Change of Control shall occur with respect to the Company with respect to which consent was not previously obtained from the Majority Lenders; or

(x) an Event of Default under Section 8.1.1(a), (b) or (d) of the Credit Agreement shall have occurred;

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(xi) the Monthly DSCR shall be less than 1.1x for three (3) consecutive Payment Dates; or;

(xii) the Tangible Net Worth (as defined in the Limited Guaranty delivered pursuant to the Credit Agreement) of the Company shall be less than $100,000,000.

When a single entity acts as Property Manager and Special Servicer, a Servicer Replacement Event in one capacity shall constitute a Servicer Replacement Event in each capacity; provided, however, that, subject to this Section 6.01(a), the Administrative Agent and the Majority Lenders may at their option elect to terminate the Property Manager or the Special Servicer in one or the other capacity rather than both such capacities. Each of the Property Manager and the Special Servicer will notify the Administrative Agent and the Back-Up Manager in writing of the occurrence of a Servicer Replacement Event or an event that, with the giving of notice or the expiration of any cure period, or both, would constitute a Servicer Replacement Event promptly upon obtaining knowledge thereof.

Section 6.02 Appointment of Successor Servicer.

(a) If any Servicer Replacement Event (other than under clause (ii) of Section 6.01(a) above) with respect to the Property Manager or the Special Servicer (in either case, for purposes of this Section 6.02, the “Defaulting Party”) shall occur and be continuing, then, and in each and every such case, subject to the remainder of this Section 6.02, the Administrative Agent may cause the initial Property Manager and/or the initial Special Servicer to be replaced with the Back-Up Manager, by notice in writing to the Defaulting Party (with a copy of such notice to each other party hereto) and (y) terminate all of the rights and obligations accruing from and after such notice of the Defaulting Party under this Agreement and in and to the Collateral (other than as a holder of any Note or any Equity Interest in the Borrowers). All notices by the Administrative Agent of a Servicer Replacement Event shall be concurrently delivered to the Lenders with a notice advising the Lenders of their right to waive such Servicer Replacement Event. If the Majority Lenders have either approved of the removal of the Property Manager or the Special Servicer in accordance with this Agreement or not waived the occurrence of such Servicer Replacement Event within thirty (30) days of such notice, the Administrative Agent may cause the initial Property Manager and/or the initial Special Servicer to be replaced with the Back-Up Manager. Upon the occurrence of a Servicer Replacement Event under clause (ii) with respect to the initial Property Manager or the initial Special Servicer, the Administrative Agent shall immediately terminate the initial Property Manager and initial Special Servicer and shall replace them with the Back-Up Manager.

Upon the occurrence of a Servicer Replacement Event with respect to the Property Manager or the Special Servicer, the Administrative Agent (i) may (with the consent of the Majority Lenders) cause the Property Manager and/or the Special Servicer to be replaced with a successor Property Manager (the “Successor Property Manager”) and/or successor Special Servicer (the “Successor Special Servicer”), and (ii) shall at the direction of the Majority Lenders cause the Property Manager and/or the Special Servicer to be replaced with a Successor Property Manager and/or Successor Special Servicer.

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(b) From and after the receipt by the Defaulting Party of such written notice, all authority and power of the Defaulting Party under this Agreement, whether with respect to the Borrowers (other than as a holder of any Note or any Equity Interest in the Borrowers) or the Mortgage Loans, Leases or Properties or otherwise, shall pass to and be vested in the Back-Up Manager pursuant to and under this Section, and, without limitation, the Back-Up Manager is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Defaulting Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans, Leases, Properties and related documents, or otherwise.

(c) The appointment of a Successor Property Manager or Successor Special Servicer will be subject to, among other things, the written agreement of the Successor Property Manager or Successor Special Servicer to be bound by the terms and conditions of this Agreement, together with an Opinion of Counsel regarding the enforceability of such agreement. Subject to the foregoing, any person, including any Lender or any Affiliate thereof, may be appointed as the Successor Property Manager or Successor Special Servicer.

(d) In the event that a Successor Property Manager or Successor Special Servicer has failed to assume the responsibilities of the Property Manager or Special Servicer as provided in this Agreement within 30 days of written notice of termination, the Back-Up Manager will be both the Property Manager and the Special Servicer, under this Agreement; provided, however, that each Borrower will have the right to replace the Back-Up Manager acting as Property Manager or Special Servicer without cause upon 30 days’ written notice with the prior written consent of the Administrative Agent and the Majority Lenders. If KeyBank is terminated as the Property Manager or Special Servicer under this Agreement, such termination shall be deemed to automatically terminate KeyBank as the Property Manager, the Special Servicer and the Back-Up Manager, as applicable. In addition, if the Back-Up Manager, as Property Manager, or Special Servicer makes any Advances or incurs any other expenses in accordance with the terms and provisions of this Agreement, any Successor Property Manager will be required to reimburse the Back-Up Manager, as predecessor Property Manager or predecessor Special Servicer, for such Advances and other expenses incurred in accordance with the terms and provisions of this Agreement as a condition to its appointment as successor Property Manager.

Each of the Property Manager and the Special Servicer agrees that, if it is terminated pursuant to this Section 6.02, it shall promptly (and in any event not later than ten (10) days subsequent to its receipt of the notice of termination) provide the Administrative Agent and Back-Up Manager with all documents and records in its possession requested thereby to enable the Back-Up Manager (or such other applicable successor) to assume the Property Manager or Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with the Back-Up Manager (or such other applicable successor) in effecting the termination of the Property Manager or Special Servicer’s, as the case may be, responsibilities and rights hereunder, including the transfer within two (2) Business Days to the Back-Up Manager (or such other applicable successor) for administration by it of all cash amounts that shall at the time be or should have been credited by the Property Manager or the Special Servicer to the Collection Account or thereafter be received by or on behalf of it with respect to any Mortgage Loan, Lease or Property (provided, however, that the Property Manager and the Special Servicer each shall, if terminated pursuant to this Section

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6.02, continue to be obligated for or entitled to pay or receive all costs in connection with such transfer and all amounts accrued or owing by or to it under this Agreement on or prior to the date of such termination, whether in respect of Advances or otherwise, and it and its directors, officers, employees and agents shall continue to be entitled to the benefits of Section 5.03 notwithstanding any such termination). In the event any Advances made by the Property Manager or the Administrative Agent shall at any time be outstanding, or any amounts of interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall be applied first entirely to Advances made by the Administrative Agent (and the accrued and unpaid interest thereon) until such Advances made by the Administrative Agent (and the accrued and unpaid interest thereon) shall have been repaid in full and then to Advances made by the Property Manager (and the accrued and unpaid interest thereon). Any costs or expenses in connection with any actions to be taken by the Property Manager or Special Servicer pursuant to this paragraph shall be borne by the Property Manager or Special Servicer, as the case may be, and to the extent not paid by such defaulting party, such expense shall be borne by the applicable Borrower and paid from amounts distributed pursuant to Section 2.11 of the Credit Agreement. In the event that the Back-Up Manager cannot serve, the Administrative Agent may designate a Person to serve as Back-Up Manager hereunder to replace any Property Manager and/or Special Servicer that has resigned or otherwise ceased to serve as Property Manager and/or Special Servicer. The Administrative Agent shall so designate a Person to so serve by the delivery to the Borrowers, the Property Manager and the existing Special Servicer of a written notice stating such designation.

Section 6.03 Back-Up Manager.

(a) The Back-Up Manager will be provided with current servicing records and systems concerning the Properties, the Leases and the Mortgage Loans in order to enable it to timely and efficiently assume the responsibilities of the Property Manager and/or Special Servicer upon the termination of either such party in accordance with the terms and conditions of this Agreement.

(b) Subject to Section 6.02, following a Servicer Replacement Event, the Property Manager shall arrange for the delivery to the Back-Up Manager of all of the Servicing Files, which Servicing Files shall contain sufficient data to permit the Back-Up Manager to assume the duties of the Property Manager or Special Servicer hereunder without delay. Subject to Section 6.02, following the Servicer Replacement Event with respect to the Special Servicer, the Special Servicer shall arrange for the delivery to the Back-Up Manager of each of the Servicing Files for any Specially Managed Unit, which Servicing Files shall contain sufficient data to permit the Back-Up Manager to assume the duties of the Special Servicer hereunder without delay. If KeyBank is the Back-Up Manager, (i) any appointment of Back-Up Manager as Property Manager or Special Servicer shall be deemed to be an appointment of Back-Up Manager as both Property Manager and Special Servicer and (ii) in the event KeyBank is terminated as Property Manager or Special Servicer, KeyBank shall automatically be terminated both as Property Manager and Special Servicer. In the event KeyBank is terminated as Sub-Manager under the Sub-Management Agreement, it shall automatically be terminated as Property Manager, Special Servicer and Back-Up Manager, as applicable.

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(c) Subject to Section 6.02, following a Servicer Replacement Event, the Back-Up Manager shall use reasonable efforts to diligently complete the physical transfer of servicing from the terminated Property Manager or Special Servicer with the cooperation of such Defaulting Party. From and after the date physical transfer of servicing is completed (the “Back-Up Servicing Transfer Date”), the Back-Up Manager shall service and/or specially service the Properties, Leases and the Mortgage Loans in accordance with the provisions of this Agreement with all the rights and obligations of the Property Manager and the Special Servicer and shall have no liability or responsibility with respect to any obligations of each Defaulting Party, arising or accruing prior to the Back-Up Servicing Transfer Date. Each Borrower, if it determines in its reasonable discretion that enforcement rights and/or remedies are available to the Lenders against the terminated Property Manager or Special Servicer and it is prudent under the circumstances to enforce such rights, agree to enforce their rights under this Agreement against the terminated Property Manager or Special Servicer, including any rights they have to enforce each Defaulting Party’s obligation to fully cooperate in the orderly transfer and transition of servicing and otherwise comply with the terms of this Agreement. In the event that the Back-Up Manager discovers or becomes aware of any errors in any records or data of each Defaulting Party which impairs its ability to perform its duties hereunder, the Back-Up Manager shall notify each Borrower and the Administrative Agent in writing of such errors and shall, at each Defaulting Party’s expense (or, if not paid by such party, as a Property Protection Advance) and upon the Borrowers’ direction, undertake to correct or reconstruct such records or data.

(d) From and after the date of this Agreement until the Back-Up Servicing Transfer Date, the Property Manager shall provide or cause to be provided to the Back-Up Manager on or before the 20th day of each month, in electronic form, a complete data tape of the Financed Property Schedule and such other information as any Borrower may reasonably deem necessary, including all information necessary to determine the Release Price and original purchase price paid by the applicable Borrower, and shall make available to the Back-Up Manager a copy of each Determination Date Report and any Special Servicer Report. In addition, the Property Manager shall provide all other documents and materials as are reasonably requested by the Back-Up Manager. The Back-Up Manager will perform an initial comprehensive data integrity review and a monthly review of this information to determine whether it provides adequate information to enable the Back-Up Manager to perform its obligations hereunder as the Back-Up Manager. To the extent that the Back-Up Manager determines within ten (10) calendar days of its receipt of such information that such information is inadequate for the Back-Up Manager to perform its obligations as the Back-Up Manager, the Back-Up Manager will provide prompt written notice to each Borrower, the Administrative Agent and the Property Manager identifying any deficiencies in such information that do not enable the Back-Up Manager to perform its obligations as the Back-Up Manager. The Property Manager shall use its best efforts to provide any such deficient information to the Back-Up Manager within ten (10) calendar days of receipt of such notice from the Back-Up Manager.

(e) Within ten (10) Business Days of the date of receipt from the Property Manager, the Back-Up Manager shall, in order to understand the purpose of each data field (and the interrelationships among such data fields), review the form of Determination Date Report and the Special Servicer Report, each in the form agreed to by the Property Manager, the Administrative Agent and the Back-Up Manager. Provided the data in the Determination Date Report and the Special Servicer Report are in a format readable by the Back-Up Manager, the Back-Up Manager shall create a set of conversion routines and database mapping programs, as necessary, that will enable the Back-Up Manager to (i) receive such data from the Property Manager on a monthly basis and to ensure that the data is readable, and (ii) independently generate such Determination Date Reports and Special Servicer Reports, as applicable, following the Back-Up Servicing Transfer Date.

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(f) On a monthly basis, the Back-Up Manager shall (x) verify receipt of the Determination Date Report and the Special Servicer Report required to be delivered by the Property Manager, and (y) verify that such records and data are in a readable format.

(g) The Back-Up Manager may resign from its obligations under this Agreement (i) pursuant to the terms and provisions of Section 5.04, (ii) other than in connection with a resignation under the last paragraph of Section 5.04, if the Back-Up Manager identifies a successor back-up manager who agrees to undertake the obligations of the Back-Up Manager and (iii) upon prior written consent of the Administrative Agent. Upon any assignment and assumption by the assignee of all or a part of the obligations of the Back-Up Manager, the assignor (or its successor acting prior to such assignment), shall be relieved from all liability hereunder for acts or omissions of the Back-Up Manager occurring after the date of the assignment and assumption.

Section 6.04 Additional Remedies of Borrowers and the Administrative Agent upon a Servicer Replacement Event.

During the continuance of any Servicer Replacement Event, so long as such Servicer Replacement Event shall not have been remedied, in addition to the rights specified in Section 6.01, each Borrower shall have the right, and the Administrative Agent shall have the right, in its own name and as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies of the Lenders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer Replacement Event.

ARTICLE VII

TRANSFERS AND EXCHANGES OF FINANCED PROPERTIES BY BORROWERS; RELEASE OF FINANCED PROPERTIES BY BORROWERS

Section 7.01 Exchange of Financed Properties.

(a) Each Borrower may remove Exchanged Properties from the Collateral pool in exchange for the addition of one or more Qualified Substitute Properties to the Collateral pool provided that after giving effect to a substitution or exchange pursuant to this Section 7.01, the sum of the Collateral Value of all Exchanged Properties exchanged since the Closing Date shall not exceed five percent (5%) of the Aggregate Collateral Value (measured as of the Closing Date). No Property will constitute a Qualified Substitute Property unless, after giving effect to the transfer of such Property to the related Borrower, either (i) a Maximum Property Concentration is not

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exceeded, or (ii) if, prior to such substitution, an existing Maximum Property Concentration is already exceeded, the addition of such Qualified Substitute Property will reduce the Maximum Property Concentration or such Maximum Property Concentration will remain unchanged after giving effect to such substitution. In addition, no exchange of a Property, Lease or Mortgage Loan to a third party or to an Ivory SPE may occur if an Early Amortization Period would occur as a result of such exchange. A Qualified Substitute Property that is a Hybrid Lease may only be exchanged for an existing Financed Property that is subject to a Hybrid Lease. Notwithstanding the foregoing, a sale, substitution or exchange (i) pursuant to any of Sections 7.02, 7.03, 7.05 or 7.06 or (ii) during the Initial Post-Closing Diligence Period or the Second Post-Closing Diligence Period shall not be taken into consideration for purposes of calculating the five percent (5%) limitation set forth in the first sentence of this Section 7.01(a).

(b) In the event that any Borrower elects to substitute one or more Qualified Substitute Properties pursuant to this Section 7.01 and the Credit Agreement, the Property Manager shall require such Borrower to deliver to the Custodian all documents as specified in the definition of “Lease File” or “Loan File,” as applicable, with respect to each Qualified Substitute Property in accordance with this Agreement. Monthly Lease Payments and Monthly Loan Payments, if applicable, due with respect to Qualified Substitute Properties in the month of substitution shall not be part of the Collateral and will be retained by the Property Manager and remitted by the Property Manager to such Borrower on the next succeeding Payment Date. For the month of substitution, the Available Amount shall include the Monthly Lease Payment due on the Lease for the Removed Property and Monthly Loan Payment due on the Mortgage Loan for the Removed Loan for such month, if applicable and, thereafter, the applicable Borrower designee shall be entitled to retain all amounts received in respect of such Lease or Mortgage Loan. On or prior to the effective date of any such substitution, the Property Manager shall deliver to the Custodian and each Borrower an amended Financed Property Schedule reflecting the addition to the Collateral of each new Qualified Substitute Property and related Lease and the removal from the Collateral of each Removed Property and related Lease. Upon such substitution, each Qualified Substitute Property shall be subject to the terms of this Agreement in all respects, and the applicable Borrower shall be deemed to have made the representations and warranties contained in Section 4.1 of the Credit Agreement with respect to each Qualified Substitute Property, as applicable, and the applicable Borrower shall deliver to the Custodian a certificate in the form of Exhibit G attached hereto certifying to the Custodian that such exceptions as have been proposed by the Property Manager or the Borrowers are materially consistent with the underwriting criteria for existing Properties and Mortgage Loans.

(c) Each Borrower shall effect such substitution by having each Qualified Substitute Property, which may include Replacement Properties acquired by a Borrower pursuant to a Master Exchange Agreement, and Property relating to each Hybrid Lease deeded (or, with respect to Qualified Substitute Properties, having the leasehold interest in the ground lease therein assigned) and loan component of each Hybrid Lease assigned to such Borrower and distributing or otherwise transferring the Removed Property to its members and delivering to and depositing with the Custodian (i) the deed (or assignment of Ground Lease), if applicable, and any other transfer documents transferring such Qualified Substitute Property (or leasehold interest in the ground lease) to such Borrower, (ii) the deed (or assignment of Ground Lease), if applicable, and any other transfer documents transferring such Removed Property (or leasehold interest in the ground lease) to such Borrower’s members, or the entity purchasing the Removed Property, (iii)

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the Lease Files or Loan Files for such Qualified Substitute Properties and (iv) an Officer’s Certificate certifying that all of the taxes (including transfer taxes with respect to Qualified Substitute Property) in connection with the acquisition of the Qualified Substitute Property and the transfer of the Removed Property have been paid.

(d) Upon receipt of an Officer’s Certificate from the Property Manager or the applicable Borrower to the effect that all requirements with respect to any substitution pursuant to the foregoing terms of this Section 7.01 and the Credit Agreement have been satisfied, which Officer’s Certificate shall be furnished by the Property Manager and to the Administrative Agent,] (i) the Administrative Agent shall release or cause to be released to such Borrower’s designee the related Lease File and, if applicable, Loan File, for the Removed Property and (ii) each of the Administrative Agent, the Collateral Agent and such Borrower shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse, as shall be provided to it and are reasonably necessary to vest in such Borrower’s designee the ownership of the Removed Property and the related Lease or to release any Mortgage or other lien or security interest in such Removed Property or the related Lease. In connection with any such release or transfer, the Special Servicer shall deliver the related Servicing File to such Borrower’s designee. Simultaneously with any substitution made pursuant to this Section 7.01, such Borrower shall distribute the Removed Property and Lease to its members or transfer the Removed Property and Lease a third party purchaser.

(e) Any Release Price received by the applicable Borrower in connection with the release of a Released Property (A) to be used within fifteen (15) days to acquire a Qualified Substitute Property pursuant to this Section 7.01 shall first be deposited into the Release Account and, after payment of any unreimbursed Extraordinary Expenses, Advances (plus Advance Interest thereon) and Emergency Property Expenses related to such Released Property and the expenses related to such release, shall be applied by such Borrower in connection with the acquisition of the related Qualified Substitute Property, within fifteen (15) days following the related release or (B) other than in connection with the acquisition of a Qualified Substitute Property shall be deposited as Unscheduled Proceeds into the Collection Account to be paid as part of the Available Amount on the related Payment Date. Any amounts remaining in the Release Account following such fifteen (15) day period set forth in clause (A) above shall be transferred as Unscheduled Proceeds into the Collection Account and applied as part of the Available Amount on the following Payment Date. Notwithstanding the foregoing, during the continuance of an Early Amortization Period, all amounts on deposit in the Release Account will be transferred as Unscheduled Proceeds into the Collection Account and included as part of the Available Amount and applied in accordance with Section 2.11.3 of the Credit Agreement, on the Payment Date following the occurrence of such Early Amortization Period.

(f) No exchange of a Property may occur if an Early Amortization Period is in effect or would commence as a result of such exchange.

(g) In certain cases, a Qualified Substitute Property may be added to the Collateral pool prior to the removal of the related Exchanged Property.

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Section 7.02 Sale Pursuant to Third Party Purchase Option.

(a) If any Person shall exercise its Third Party Purchase Option prior to the Facility Termination Date, the applicable Borrower shall, simultaneously with the transfer of the applicable Property pursuant to the Third Party Purchase Option, deposit the Third Party Option Price into the Release Account or Collection Account, subject to Section 7.01(e), and upon receipt of an Officer’s Certificate from the Property Manager or the Borrowers to the effect that such deposit has been made (which the Property Manager shall deliver to the Administrative Agent and the Borrowers promptly upon such deposit being made and upon which Officer’s Certificate the Administrative Agent shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify) and compliance with the Credit Agreement, the Administrative Agent shall release to such Borrower or its designee the related Lease File and execute and deliver such instruments of release, transfer or assignment, in each case without recourse, that shall be provided by such Borrower or the Property Manager and reasonably necessary to release the subject Mortgage and the other liens and security interests in such Property and the related Lease in accordance with the Credit Agreement.

(b) After such release, the released Property shall not be deemed to be a Financed Property (except for the purposes of obligations under the Loan Documents that are expressly provided to survive repayment in full of the Notes and satisfaction of the Mortgage).

Section 7.03 Transfer of Lease to New Property.

In the event a Tenant under a Lease requests that such Lease be modified to apply to a different Property (the “Lease Transfer Property”) owned by such Tenant or substituted for a Lease on a different Property owned by such Tenant, the related Borrower may, with the approval of the Administrative Agent and Property Manager or the Special Servicer, as applicable, to the extent permitted under the subject Lease or imposed by the Property Manager, approve such transfer. Each of the Property Manager, the Special Servicer and the applicable Borrower has covenanted that it will not give its consent to a transfer unless: (i) the substituted property is a Qualified Substitute Property; (ii) all Advances, Extraordinary Expenses and Emergency Property Expenses related to the Property being transferred are reimbursed; and (iii) such Lease will not be treated as a new Lease but instead will be treated as a modification of the original Lease. Such Qualified Substitute Property will be included in the Collateral pool and pledged to the Administrative Agent to secure the Loan. Upon the Administrative Agent’s receipt of an Officer’s Certificate from the Property Manager or the Special Servicer to the effect that such modification or substitution has been completed in accordance with the terms hereof (which shall include a certification that such Borrower has executed and delivered a Mortgage with respect thereto to the Administrative Agent or the Collateral Agent) and that the Required Conditions have been satisfied (upon which Officer’s Certificate the Administrative Agent shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify) the Administrative Agent shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse, as shall be provided to it by such Borrower and are reasonably necessary to release any lien or security interest in the original Property and related Lease, whereupon such original Property shall be free and clear of the lien of the Credit Agreement and any Mortgage and the other Loan Documents. Any proceeds of such sale, transfer or other disposition shall not constitute part of the Collateral and shall not be deposited in the Collection Account.

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Section 7.04 Release of Property by a Borrower.

(a) Subject to the terms of the Credit Agreement and the other Loan Documents, the applicable Borrower shall have the right to have released from the Lien of the related Mortgage and the Credit Agreement any Property and related Leases (including Hybrid Leases) (following such release, a “Released Property”, as applicable) by depositing in the Payment Account an amount equal to the Release Price in immediately available funds for the Released Property and satisfying the Required Conditions. Upon the Administrative Agent’s receipt of an Officer’s Certificate by the applicable Borrower or Property Manager certifying that all Required Conditions have been satisfied and the Administrative Agents confirmation of same, the Administrative Agent shall release to such Borrower or its designee the related Lease File or Loan File and execute and deliver such instruments of release, transfer or assignment, in each case without recourse, that shall be provided to it by such Borrower and are reasonably necessary or advisable to release any Mortgage or other lien or security interest in such Property and the related Lease.

Section 7.05 Terminated Lease Property and REO Property.

A Borrower may remove a Terminated Lease Property or REO Property from the Collateral pool in exchange for the addition of one or more Qualified Substitute Properties to the Collateral pool pursuant to the provisions of Section 7.01.

Section 7.06 Risk-Based or Credit Risk Substitution.

Each applicable Borrower may with respect to a Lease, remove a Property from the Collateral pool in exchange for the addition of one or more Qualified Substitute Properties to the Collateral pool; pursuant to the provisions of Section 7.01 provided that either: (i) the remaining term to maturity of the related Lease is less than five (5) years from the date of the proposed substitution and the Property Manager, in accordance with the Servicing Standard, determines that there is a reasonable risk of non-renewal of such Lease (“Non-Renewal Risk”); (ii) based on written communications from the Tenant under such Lease, the Property Manager, in accordance with the Servicing Standard, determines that there is a Non-Renewal Risk; (iii) such Borrower has received from the Tenant under the Lease for such Property written notice of the non-renewal of such Lease; or (iv) the Property Manager, in accordance with the Servicing Standard, determines that there is a credit risk or risk of default by the Tenant under such Lease or the Mortgage Loan Borrower under such Mortgage Loan, as applicable, that could reasonably be likely to result in shortfalls to Lenders in the Priority of Payments (“Credit Risk” and any substitution related to clauses (i), (ii), (iii) or (iv), collectively, a “Risk-Based Substitution”). In addition, the Property Manager or the applicable Borrower shall provide to the Administrative Agent an explanation of the Non-Renewal Risk or Credit Risk, including, if applicable, a copy of any written communication from the Tenant or Mortgage Loan Borrower related to such Non-Renewal Risk or Credit Risk, as well as a summary description of the anticipated Qualified Substitute Property.

Section 7.07 [Reserved].

Section 7.08 [Reserved].

Section 7.09 [Reserved].

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Section 7.10 Like-Kind Exchange. In accordance with the terms of the applicable Master Exchange Agreement, the following restrictions shall apply:

(a) Property Manager shall instruct the Administrative Agent to, and the Administrative Agent shall, establish and maintain the Exchange Account, in the name of the Qualified Intermediary that shall be administered and operated as provided in the Master Exchange Agreement and the Escrow Agreement. The Exchange Account shall be an Eligible Account. If the Exchange Account is not maintained in accordance with this Section 7.10, and the Administrative Agent has received written notice thereof pursuant to Section 2.03(iii) of the Escrow Agreement, then the Administrative Agent and the Qualified Intermediary shall establish a new Exchange Account that complies with this Section 7.10 and transfer into the new Exchange Account all funds from the non-qualifying Exchange Account. The funds held in the Exchange Account may be held as cash or invested in Permitted Investments in accordance with the Escrow Agreement.

(b) Subject to the limitations set forth in Section 7.01(a), each Borrower shall have the right to have released from the lien of the related Mortgage and the Credit Agreement a Released Property for the purposes of consummating an Exchange in accordance with the terms of the Master Exchange Agreement. In connection with a release of Properties or Loans pursuant to this Section 7.10(b), upon the Administrative Agent’s receipt of an Officer’s Certificate by the applicable Borrower or the Property Manager certifying that all conditions set forth herein have been satisfied, upon which the Administrative Agent shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, the Administrative Agent shall release to such Borrower or its designee, which may include the Qualified Intermediary, the related Lease File and execute and deliver such instruments of release, transfer or assignment, in each case without recourse, that shall be provided to it by such Borrower and are reasonably necessary to release any Mortgage or other lien or security interest in such Property and the related Lease from the lien of the Credit Agreement.

(c) Any Replacement Property acquired by a Borrower pursuant to the Master Exchange Agreement shall satisfy the criteria set forth in the definition of “Qualified Substitute Property”.

(d) No Borrower may transfer a Released Property to the Qualified Intermediary pursuant to this Section and the Master Exchange Agreement unless:

(i) no Early Amortization Period has occurred and is continuing or would result from the making of such transfer;

(ii) the Termination Date has not occurred and is not then in effect;

(iii) the Company has deposited the related Exchange Cash Collateral pursuant to Section 7.11;

(iv) the Required Conditions have been satisfied; and

(v) the representations and warranties of the Qualified Intermediary in the Master Exchange Agreement are true and correct on and as of the date of such transfer with the same effect as though made on and as of such date.

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(e) The Relinquished Property Proceeds deposited into the Exchange Account in connection with the sale or disposition of a Relinquished Property shall be an amount equal to or greater than the Fair Market Value of such Relinquished Property.

(f) Relinquished Property Proceeds transferred from the Exchange Account to the Release Account pursuant to the Escrow Agreement shall be applied in accordance with Section 3.05(b).

(g) In no event shall funds in the Release Account, the Payment Account, the Collection Account or the Exchange Reserve Account or any other funds that are subject to the lien of the Credit Agreement be utilized as Additional Subsidies for the purposes of acquiring a Replacement Property pursuant to the Master Exchange Agreement. In no event shall the Company directly deposit any Additional Subsidies into the Exchange Account; provided, that the Company may elect to make a capital contribution to the applicable Borrower and cause such Borrower to deposit such amounts into the Exchange Account as Additional Subsidies.

(h) For the avoidance of doubt, the Administrative Agent shall not have the benefit, directly or indirectly, of a lien on any amounts on deposit in the Exchange Account.

(i) Any Replacement Property acquired by a Borrower pursuant to the Master Exchange Agreement shall constitute Collateral and become subject to the lien of the Credit Agreement in accordance with the terms thereof.

To the extent that the Master Exchange Agreement or the Escrow Agreement requires the Property Manager or any Borrower to provide written instruction to the Escrow Agent directing the transfer of Relinquished Property Proceeds from the Exchange Account to the Release Account, the Property Manager or such Borrower, as applicable, shall promptly deliver such written instruction in accordance with the terms of the Master Exchange Agreement and the Escrow Agreement; provided, that in no event shall Additional Subsidies be transferred from the Exchange Account to the Release Account.

Section 7.11 Exchange Reserve Account.

(a) In connection with any Exchange Program established pursuant to a Master Exchange Agreement, Property Manager shall instruct the Account Bank to, and the Account Bank shall establish and maintain a segregated account in the name of the Administrative Agent (the “Exchange Reserve Account”). The Exchange Reserve Account shall be an Eligible Account. Initially, the Exchange Reserve Account bank shall be Citibank, N.A. If the Exchange Reserve Account is not maintained in accordance with this Section 7.11, then the Property Manager shall, within five (5) Business Days of obtaining knowledge of such fact, provide written notice to the Administrative Agent, and, upon receipt of such notice, the Administrative Agent shall establish a new Exchange Reserve Account that complies with this Section 7.11 and transfer into the new Exchange Reserve Account all funds from the non-qualifying Exchange Reserve Account. With respect to each such Exchange, the Company shall deposit or cause to be deposited into the Exchange Reserve Account, Exchange Cash Collateral in accordance with this Section 7.11. Proceeds received in connection with the sale of an Excluded Asset may, in the Company’s discretion, be transferred to the Exchange Reserve Account; provided, however, that unless such Excluded Asset has been added to the Collateral pool as a Qualified Substitute Property, the Company shall not be required to make an equivalent deposit into the Exchange Reserve Account for any Excluded Asset whose sale proceeds have been deposited into the Exchange Account.

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(b) If on any Determination Date, in connection with a transfer of a Released Property to the Qualified Intermediary pursuant to Section 7.10 and the applicable Master Exchange Agreement (i) there are Relinquished Property Proceeds in the Exchange Account or (ii) there will be Relinquished Property Proceeds in the Exchange Account after giving effect to such transfer (at any time, the amount deposited into the Exchange Account, the “Exchange Amount”), in each case the Company shall deposit an equivalent amount into the Exchange Reserve Account (any such amounts deposited into the Exchange Reserve Account, the “Exchange Cash Collateral”).

(c) At any time that the Exchange Amounts are reduced to zero, the Administrative Agent shall transfer all of the Exchange Cash Collateral to the Company; provided, that the Company has delivered an Officer’s Certificate to the Administrative Agent, upon which the Administrative Agent shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, certifying that the Exchange Amounts have been reduced to zero; provided, further that if an Early Amortization Period is in effect, all amounts on deposit in the Exchange Reserve Account shall be immediately transferred as Unscheduled Proceeds to the Collection Account and applied as part of the Available Amount on the Payment Date following the commencement of such Early Amortization Period.

(d) On or before any Required Transfer Instruction Date, the Property Manager or the Special Servicer shall deliver a notice to the Administrative Agent, upon which the Administrative Agent shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, stating the Required Transfer Instruction Date and the amount of Relinquished Property Proceeds that are required to be transferred from the Exchange Account to the Release Account pursuant to the terms of the applicable Master Exchange Agreement and the Escrow Agreement. If such Relinquished Property Proceeds are not deposited into the Release Account on or before the third (3rd) Business Day following such Required Transfer Instruction Date (such Relinquished Property Proceeds, the “Delayed Proceeds”), an amount equal to the lesser of (i) such Delayed Proceeds and (ii) the then-current amount of Exchange Cash Collateral will be transferred from the Exchange Reserve Account to the Collection Account and treated as Unscheduled Proceeds (the date of such transfer, the “Exchange Reserve Transfer Date”).

(e) If, following the Exchange Reserve Transfer Date, the related Delayed Proceeds are transferred from the Exchange Account to the Release Account, and an Early Amortization Period is not then in effect, the amount of such Delayed Proceeds will be reduced by the amount of such Exchange Cash Collateral (such amount as reduced, the “Adjusted Delayed Proceeds”) and the excess of the amounts of such Delayed Proceeds over the Adjusted Delayed Proceeds will be remitted to the Company.

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ARTICLE VIII

TERMINATION

Section 8.01 Termination.

The respective obligations and responsibilities under this Agreement of the Property Manager, the Special Servicer, the Back-Up Manager and each Borrower shall terminate upon the satisfaction of the Loan and payment of all of the Obligations, whereupon the Administrative Agent shall execute and deliver to the Borrowers such instruments of release, transfer or assignment, in each case without recourse, as shall be provided to it by the Borrowers and reasonably necessary to release any lien or security interest in the subject Mortgage Loans, Properties and Leases in accordance with the Credit Agreement.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.01 Amendment.

Subject to the provisions of the Credit Agreement governing amendments, supplements and other modifications to this Agreement, this Agreement may be amended by the parties hereto from time to time but only by the mutual written agreement signed by the parties hereto. The Property Manager shall furnish to each party hereto and to each Borrower a fully executed counterpart of each amendment to this Agreement.

The parties hereto agree that no modifications or amendments will be made to the Credit Agreement or other Loan Documents without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such modification or amendment, regardless of whether such person is a party to such agreement.

Section 9.02 Counterparts.

This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original whether delivered in physical or electronic form, and all such counterparts shall constitute but one and the same instrument.

Section 9.03 Governing Law.

THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

79

Section 9.04 Notices.

All notices, requests and other communications hereunder shall be in writing and, unless otherwise provided herein, shall be deemed to have been duly given if delivered by courier or mailed by first class mail, postage prepaid, or if transmitted by facsimile and confirmed in a writing delivered or mailed as aforesaid, to:

(a) in the case of the Property Manager and the Special Servicer, 8377 East Hartford Dr., Ste 100, Scottsdale, AZ 85255;

(b) in the case of any Borrower, 8377 E. Hartford Drive, Suite 100, Scottsdale, Arizona 85255, facsimile number: 480-256-1101, or such address as provided in any Joinder Agreement;

(c) in the case of the Administrative Agent, 11 Madison Avenue, New York, NY 10010 Attention: Securitized Product Finance – Project Ivory; and

(d) in the case of the Back-Up Manager, KeyBank National Association, 11501 Outlook St., Suite 300, Overland Park, KS 66211, Attention: W. Todd Reynolds; Email: Todd_Reynolds@keybank.com

or, as to each such Person, to such other address and facsimile number as shall be designated by such Person in a written notice to parties hereto. Any notice required or permitted to be delivered to a holder of Borrower Interests or Notes shall be deemed to have been duly given if mailed by first class mail, postage prepaid, at the address of such holder as shown in the register maintained for such purposes under the applicable Limited Liability Company Agreement and the Credit Agreement, respectively. Any notice so mailed within the time prescribed in this Agreement shall conclusively be presumed to have been duly given, whether or not such holder receives such notice.

Section 9.05 Severability of Provisions.

If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

Section 9.06 Effect of Headings and Table of Contents.

The article and section headings and the table of contents herein are for convenience of reference only and shall not limit or otherwise affect the construction hereof.

Section 9.07 [Reserved].

Section 9.08 Successors and Assigns: Beneficiaries.

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of each Borrower and the Lenders. No other person, including any Tenant or Mortgage Loan Borrower, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement.

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Section 9.09 Complete Agreement.

This Agreement embodies the complete agreement among the parties with respect to the subject matter hereof and may not be varied or terminated except by a written agreement conforming to the provisions of Section 9.01. All prior negotiations or representations of the parties are merged into this Agreement and shall have no force or effect unless expressly stated herein.

Section 9.10 Consent to Jurisdiction.

Any action or proceeding against any of the parties hereto relating in any way to this Agreement may be brought and enforced in the courts of the State of New York sitting in the borough of Manhattan or of the United States District Court for the Southern District of New York and each of the parties hereto irrevocably submits to the jurisdiction of each such court in respect of any such action or proceeding. Each of the parties hereto hereby waives, to the fullest extent permitted by law, any right to remove any such action or proceeding by reason of improper venue or inconvenient forum.

Section 9.11 No Proceedings.

Each of the Property Manager and the Special Servicer hereby agrees that it shall not institute against, or join any other person or entity in instituting against, any Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceedings under any federal or state bankruptcy or similar law (including the U.S. Bankruptcy Code), for two years and 31 days after the last Note issued by any Borrower is paid in full. The agreements in this paragraph shall survive termination of this Agreement.

Section 9.12 Cooperation.

Each party hereto hereby agrees to act diligently in responding to a request made by any other party to this Agreement and agrees to reasonably cooperate with the requesting party in connection with the subject matter.

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IN WITNESS WHEREOF, the Borrowers, the Property Manager and Special Servicer, the Back-Up Manager and the Administrative Agent have caused this Agreement to be duly executed by their respective officers or representatives all as of the day and year first above written.

IVORY REIT, LLC, a Delaware limited liability company, as Property Manager and Special Servicer
By:	/s/ Mary B. Fedewa
Name: Mary B. Fedewa
Title: Executive Vice President, President & Chief Executive Officer
STORE MASTER FUNDING VIII, LLC a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
Name: Mary B. Fedewa
Title: President and Chief Executive Officer
STORE MASTER FUNDING IX, LLC a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
Name: Mary B. Fedewa
Title: President and Chief Executive Officer
STORE MASTER FUNDING XI, LLC a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
Name: Mary B. Fedewa
Title: President and Chief Executive Officer
STORE MASTER FUNDING XIII, LLC a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
Name: Mary B. Fedewa
Title: President and Chief Executive Officer

Property Management Agreement (Project Ivory)

STORE MASTER FUNDING XVI, LLC a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
Name: Mary B. Fedewa
Title: President and Chief Executive Officer
STORE MASTER FUNDING XVII, LLC a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
Name: Mary B. Fedewa
Title: President and Chief Executive Officer
STORE MASTER FUNDING XVIII, LLC a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
Name: Mary B. Fedewa
Title: President and Chief Executive Officer
STORE MASTER FUNDING XXI, LLC, a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
Name: Mary B. Fedewa
Title: President and Chief Executive Officer
STORE MASTER FUNDING XXII, LLC, a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
Name: Mary B. Fedewa
Title: President and Chief Executive Officer

Property Management Agreement (Project Ivory)

STORE MASTER FUNDING XXIII, LLC a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
Name: Mary B. Fedewa
Title: President and Chief Executive Officer
STORE MASTER FUNDING XXIV, LLC, a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
Name: Mary B. Fedewa
Title: President and Chief Executive Officer
STORE MASTER FUNDING XXV, LLC, a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
Name: Mary B. Fedewa
Title: President and Chief Executive Officer
STORE MASTER FUNDING XXVI, LLC a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
Name: Mary B. Fedewa
Title: President and Chief Executive Officer
STORE MASTER FUNDING XXVII, LLC a Delaware limited liability company, as a Borrower
By:	/s/ Mary B. Fedewa
Name: Mary B. Fedewa
Title: President and Chief Executive Officer

Property Management Agreement (Project Ivory)

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, not in its individual capacity but solely as Administrative Agent
By:	/s/ Jeffrey Traola
Name: Jeffrey Traola
Title: Authorized Signatory
By:	/s/ Marcus DiBritto
Name: Marcus Di Britto
Title: Authorized Signatory

Property Management Agreement (Project Ivory)

KEYBANK NATIONAL ASSOCIATION, as Back-Up Manager
By:	/s/ Brandy A Illausky
Name: Brandy A. Illausky
Title: Vice President

Property Management Agreement (Project Ivory)

EXHIBIT A

1.	STORE Master Funding VIII, LLC
2.	STORE Master Funding IX, LLC
3.	STORE Master Funding XI, LLC
4.	STORE Master Funding XIII, LLC
5.	STORE Master Funding XVI, LLC
6.	STORE Master Funding XVII, LLC
7.	STORE Master Funding XVIII, LLC
8.	STORE Master Funding XXI, LLC
9.	STORE Master Funding XXII, LLC
10.	STORE Master Funding XXIII, LLC
11.	STORE Master Funding XXIV, LLC
12.	STORE Master Funding XXV, LLC
13.	STORE Master Funding XXVI, LLC
14.	STORE Master Funding XXVII, LLC

EXHIBIT A-1

EXHIBIT B-1

FORM OF REQUEST FOR RELEASE – PROPERTY MANAGER

[Date]

Credit Suisse AG, Cayman Islands Branch, not in its individual capacity

but solely as Administrative Agent

11 Madison Avenue, 4th Floor

New York, NY 10010

Attention: Securitized Product Finance

STORE Master Funding VIII, LLC

STORE Master Funding IX, LLC

STORE Master Funding XI, LLC

STORE Master Funding XIII, LLC

STORE Master Funding XVI, LLC

STORE Master Funding XVII, LLC

STORE Master Funding XVIII, LLC

STORE Master Funding XXI, LLC

STORE Master Funding XXII, LLC

STORE Master Funding XXIII, LLC

STORE Master Funding XXIV, LLC

STORE Master Funding XXV, LLC

STORE Master Funding XXVI, LLC

STORE Master Funding XXVII, LLC

8377 E. Hartford Drive, Suite

100 Scottsdale, Arizona, 85255

Attention: Secretary

[ADDITIONAL BORROWERS]

[____________]

[____________]

Re: Ivory REIT, LLC

In connection with the administration of the Lease Files and Loan Files held by or on behalf of you as trustee under that certain Property Management and Servicing Agreement, dated as of [__] 2023 (the “Property Management Agreement”), among the Borrowers thereto, the undersigned, as property manager (the “Property Manager”) and special servicer (the “Special Servicer”), KeyBank National Association, as back-up manager (the “Back-Up Manager”), and Credit Suisse AG, Cayman Islands Branch, not in its individual capacity but solely as Administrative Agent (the “Administrative Agent”), the undersigned as Property Manager hereby requests a release of the [Lease Files] [and] [Loan Files] (or the portion thereof specified below) held by the Custodian on behalf of the Administrative Agent with respect to the following described [Lease] [and] [Mortgage Loan] for the reason indicated below.

EXHIBIT B-1-1

[Tenant’s Name:

Address:

Lease No.:]

[Mortgage Loan Borrower’s Name:

Address:

Mortgage Loan No.:]

If only particular documents in the [Lease File] [and] [Loan File] are requested, please specify which:

Reason for requesting [Lease File] [and] [Loan File] (or portion thereof):

1.	[Lease] [Mortgage Loan] paid in full and terminated.
	The undersigned hereby certifies that all amounts received in connection with the [Lease] [Mortgage Loan] that are required to be deposited in the Collection Account pursuant to the Property Management Agreement, have been or will be so deposited.
2.	Other. (Describe)

The undersigned acknowledges that the above [Lease File] [and] [Loan File] (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Property Management Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, [unless the Lease has become a Liquidated Lease, in which case the Lease File (or such portion thereof) will be retained by us permanently].

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Property Management Agreement.

IVORY REIT, LLC, a Delaware limited liability company, as Property Manager and Special Servicer
By:
	Name:
	Title:

EXHIBIT B-1-2

EXHIBIT B-2

FORM OF REQUEST FOR RELEASE – SPECIAL SERVICER

[Date]

STORE Master Funding VIII, LLC

STORE Master Funding IX, LLC

STORE Master Funding XI, LLC

STORE Master Funding XIII, LLC

STORE Master Funding XVI, LLC

STORE Master Funding XVII, LLC

STORE Master Funding XVIII, LLC

STORE Master Funding XXI, LLC

STORE Master Funding XXII, LLC

STORE Master Funding XXIII, LLC

STORE Master Funding XXIV, LLC

STORE Master Funding XXV, LLC

STORE Master Funding XXVI, LLC

STORE Master Funding XXVII, LLC

8377 E. Hartford Drive, Suite 100

Scottsdale, Arizona, 85255

Attention: Secretary

[ADDITIONAL BORROWERS]

[____________]

[____________]

Re: Ivory REIT, LLC

In connection with the administration of the Lease Files and Loan Files held by or on behalf of you as trustee under a certain Property Management and Servicing Agreement, dated as of [__] 2023 (the “Property Management Agreement”), among the Borrowers thereto, the undersigned, as property manager (the “Property Manager”) and special servicer (the “Special Servicer”), Credit Suisse AG, Cayman Islands Branch, not in its individual capacity but solely as Administrative Agent (the “Administrative Agent”), and KeyBank National Association, as back-up manager (the “Back-Up Manager”), the undersigned as Property Manager hereby requests a release of the [Lease Files] [and] [Loan Files] (or the portion thereof specified below) held by the Custodian on behalf of the Administrative Agent with respect to the following described [Lease] [and] [Mortgage Loan] for the reason indicated below.

EXHIBIT B-2-1

[Tenant’s Name:

Address:

Loan No.:]

[Mortgage Loan Borrower’s Name:

Address:

Mortgage Loan No.:]

If only particular documents in the [Lease File] [and] [Loan File] are requested, please specify which:

Reason for requesting [Lease File] [and] [Loan File] (or portion thereof):

1.	The [Tenant] [Mortgage Loan Borrower] is being evicted.
	The undersigned hereby certifies that all amounts received in connection with the [Lease] [Mortgage Loan] that are required to be deposited in the Collection Account pursuant to the Property Management Agreement, have been or will be so deposited.
2.	Other. (Describe)

The undersigned acknowledges that the above [Lease File] [and] [Loan File] (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Property Management Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless (i) the [Tenant] [Mortgage Loan Borrower] is being evicted, in which case the [Lease File] [and] [Loan File] (or such portion thereof) will be returned when no longer required by us for such purpose, or (ii) we deliver to the Administrative Agent an Officer’s Certificate stating that the Lease has become a Liquidated Lease and all amounts received or to be received in connection with such liquidation that are required to be deposited into the Collection Account pursuant to Section 3.02(a) have been or will be so deposited.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Property Management Agreement.

IVORY REIT, LLC, a Delaware limited liability company, as Property Manager and Special Servicer
By:
	Name:
	Title:

EXHIBIT B-2-2

EXHIBIT C-1

RESERVED

EXHIBIT C-1-1

EXHIBIT C-2

FORM OF ACKNOWLEDGMENT BY

PROPOSED SPECIAL SERVICER ACCEPTING APPOINTMENT

[Date]

STORE Master Funding VIII, LLC

STORE Master Funding IX, LLC

STORE Master Funding XI, LLC

STORE Master Funding XIII, LLC

STORE Master Funding XVI, LLC

STORE Master Funding XVII, LLC

STORE Master Funding XVIII, LLC

STORE Master Funding XXI, LLC

STORE Master Funding XXII, LLC

STORE Master Funding XXIII, LLC

STORE Master Funding XXIV, LLC

STORE Master Funding XXV, LLC

STORE Master Funding XXVI, LLC

STORE Master Funding XXVII, LLC

8377 E. Hartford Drive, Suite 100

Scottsdale, Arizona, 85255

Attention: Secretary

[ADDITIONAL BORROWERS]

[____________]

[____________]

Credit Suisse AG, Cayman Islands Branch, not in its individual capacity

but solely as Administrative Agent

11 Madison Avenue

New York, NY 10010

Attention: Securitized Product Finance – Project Ivory

Re: Ivory REIT, LLC

Ladies and Gentlemen:

Pursuant to Section 5.06 of the Property Management and Servicing Agreement, dated as of [__] 2023 (the “Agreement”), among the Borrowers thereto, Ivory REIT, LLC, as property manager (the “Property Manager”) and special servicer (the “Special Servicer”), Credit Suisse AG, Cayman Islands Branch, not in its individual capacity but solely as Administrative Agent (the “Administrative Agent”), and KeyBank National Association, as back-up manager (the “Back-Up Manager”), the undersigned hereby agrees with all the other parties to the Agreement that the undersigned shall serve as Special Servicer under, and as defined in, the

EXHIBIT C-2-1

Agreement. The undersigned hereby acknowledges that, as of the date hereof, it is and shall be a party to the Agreement and bound thereby to the full extent indicated therein in the capacity of Special Servicer. The undersigned hereby makes, as of the date hereof, the representations and warranties set forth in Section 2.01 of the Agreement, with the following corrections with respect to type of entity and jurisdiction of organization: .

[NAME OF ENTITY]
By:
	Name:
	Title:

EXHIBIT C-2-2

EXHIBIT D

FORM OF LIMITED POWERS OF ATTORNEY

FROM BORROWER OR ADMINISTRATIVE AGENT

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, pursuant to a certain Property Management and Servicing Agreement, dated as of [__] 2023 ( the “Agreement”), among the Borrowers thereto, Ivory REIT, LLC, as property manager (the “Property Manager”) and special servicer (the “Special Servicer”), KeyBank National Association, as back-up manager (the “Back-Up Manager”), and Credit Suisse AG, Cayman Islands Branch, not in its individual capacity but solely as Administrative Agent (the “Administrative Agent”), the [Property Manager] [Special Servicer] (hereafter, the “Servicer”) administers and services certain “Mortgage Loans,” “Properties” and “Leases” as such terms are defined in the Agreement, in accordance with the terms of the Agreement and such Leases and Mortgage Loans; and,

WHEREAS, pursuant to the terms of the Agreement, the Servicer is granted certain powers, responsibilities and authority in connection with its servicing and administration subject to the terms of the Agreement; and

WHEREAS, the [RELEVANT BORROWER] [Administrative Agent] (hereafter, the “Grantor”) has been requested by the Servicer pursuant to the Agreement to grant this Limited Power of Attorney to the Servicer to enable it to execute and deliver, on behalf of the Grantor, certain documents and instruments related to the Mortgage Loans, Properties and Leases, thereby empowering the Servicer to take such actions as it deems necessary to comply with its servicing, administrative and management duties under and in accordance with the Agreement.

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS:

The Grantor does make, constitute and appoint Ivory REIT, LLC, a Delaware limited liability company, its true and lawful agent and attorney in fact with respect to the Mortgage Loans, Properties and Leases held by the Grantor, in its name, place and stead, to (A) prepare, execute and deliver: (i) any and all UCC Financing Statements, continuation statements and other documents or instruments necessary to maintain the validity, enforceability, perfection and priority of the Grantor’s interest in any real property (collectively, the “Property”) and any Lease or Mortgage Loan with respect to any Property; (ii) subject to the provisions of the Agreement, any and all modifications, waivers, consents, assumptions, amendments or subordinations with respect to a Lease or Mortgage Loan or documents relating thereto; and (iii) any and all instruments necessary or appropriate for the eviction of any Tenant under a Lease or foreclosure with respect to and Mortgage Loan serviced by the Servicer and consistent with the authority granted by the Agreement; and (B) to take any and all actions on behalf of the Grantor in connection with maintaining and defending the enforceability of any such Lease obligation or Mortgage Loan, including but not limited to the execution of any and all instruments necessary or appropriate in defense of and for the collection and enforcement of said Lease obligation or Mortgage Loan in accordance with the terms of the Agreement.

EXHIBIT D-1

ARTICLE I

The enumeration of particular powers hereinabove is not intended in any way to limit the grant to the Property Manager as the Grantor’s attorney in fact of full power and authority with respect to the Mortgage Loans, Leases and Properties to execute and deliver any such documents, instrument or other writing as fully, in all intents and purposes, as Grantor might or could do if personally present. The Grantor hereby ratifies and confirms whatsoever such attorney in fact shall and may do by virtue hereof, and the Grantor agrees and represents to those dealing with such attorney in fact that they may rely upon this power of attorney until termination of the power of attorney under the provisions of Article III below. The Servicer may not exercise any right, authority or power granted by this instrument in a manner that would violate the terms of the Agreement or the Servicing Standard imposed on the Servicer by the Agreement, but any and all third parties dealing with Servicer as the Grantor’s attorney in fact may rely completely, unconditionally and conclusively on the Servicer’s authority and need not make inquiry about whether the Servicer is acting pursuant to the Agreement or such standard. Any trustee, title company or other third party may rely upon a written statement by the Servicer that any particular lease or property in question is subject to and included under this power of attorney and the Agreement.

ARTICLE II

An act or thing lawfully done hereunder by the Servicer shall be binding on the Grantor and the Grantor’s successor and assigns.

ARTICLE III

This power of attorney shall continue in full force and effect from the date hereof until the earliest occurrence of any of the following events, unless sooner revoked in writing by the Grantor:

(i) the suspension or termination of this limited power of attorney by the Grantor;

(ii) the transfer of the Servicer’s servicing rights and obligations as the [Property Manager] [Special Servicer] under the Agreement from the Servicer to another servicer;

(iii) the appointment of a receiver or conservator with respect to the business of the Servicer;

(iv) the filing of a voluntary or involuntary petition in bankruptcy by or against the Servicer; or

(v) the occurrence of a Servicer Replacement Event.

EXHIBIT D-2

Nothing herein shall be deemed to amend or modify the Agreement or the respective rights, duties or obligations of the Grantor or the Servicer thereunder, and nothing herein shall constitute a waiver of any rights or remedies thereunder.

IN WITNESS WHEREOF, the Grantor has caused this instrument to be executed and its corporate seal to be affixed hereto by its officer duly authorized as of the ____ day of _____________________________________, __________.

[STORE Master Funding [__], LLC, as Borrower under that certain Property Management and Servicing Agreement, dated as of [__] 2023

By:                                                                                        

Name:                                                                                    

EXHIBIT D-3

[CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, not in its individual capacity but solely as Administrative Agent under that certain Property Management and Servicing Agreement, dated as of [__] 2023
By:
Name:
Title:	]

EXHIBIT D-4

STATE OF	)
	)	ss.:
COUNTY OF	)

On the ___ day of __________, ______, before me, a notary public in and for said State, personally appeared ______________________, known to me to be a _____________ of, one of the entities that executed the within instrument as sole member of STORE Master Funding [__], LLC, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

Notary Public

[Notarial Seal]

EXHIBIT D-5

EXHIBIT E

FORM OF ESTOPPEL CERTIFICATE, SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT

EXHIBIT E-1

SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT

THIS AGREEMENT is made as of ______________________, 201__, among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, not in its individual capacity but solely as Administrative Agent under the Credit Agreement, as hereinafter defined (“Trustee”), _____________, a , (“Tenant”), and [BORROWER NAME], a Delaware limited liability company, its successors and assigns (“Landlord”).

WITNESSETH:

WHEREAS, Landlord and Tenant are parties to a certain Lease, dated December 30, 1998, which lease and all amendments, modifications, assignments, subleases and other agreements related thereto are attached hereto as Exhibit A and incorporated herein by this reference (collectively, the “Lease”), which Lease relates to the premises described therein (the “Premises”), and

WHEREAS, Trustee is the Administrative Agent under the Credit Agreement dated as of even date herewith among [__] (the “Credit Agreement”) pursuant to which the Borrowers thereunder shall issue notes or bonds in the principal amount of approximately $[ ] (the “Loan”), the Loan being secured, in part, by a mortgage, deed of trust or security deed (collectively, the “Mortgage”) and an assignment(s) of leases and rents from the Landlord to Trustee, both dated as of even date herewith and recorded concurrently herewith covering the Premises; and

WHEREAS, Tenant has agreed that the Lease shall be subject and subordinate to the Mortgage held by Trustee, provided Tenant is assured of continued occupancy of the Premises under the terms of the Lease;

NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, the sum of Ten Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, and notwithstanding anything in the Lease to the contrary, it is hereby agreed as follows:

1. Subordination of Lease. Trustee, Tenant and Landlord do hereby covenant and agree that the Lease with all rights, options, liens and charges created thereby, is and shall continue to be subject and subordinate in all respects to the Mortgage and to any renewals, modifications, consolidations, replacements and extensions thereof and to all advancements made thereunder.

2. Non-disturbance of Tenant. Trustee does hereby agree with Tenant that, in the event Trustee becomes the owner of the Premises by foreclosure, conveyance in lieu of foreclosure or otherwise, so long as there exists no event of default under the Lease (a) Trustee will take no action which will interfere with or disturb Tenant’s possession or use of the Premises or other rights under the Lease, and (b) the Premises shall be subject to the Lease and Trustee shall recognize Tenant as the tenant of the Premises for the remainder of the terms of the Lease in accordance with the provisions thereof including, but not limited to the negotiation rights provided to Tenant under Article [_____] of the Lease, provided, however, that Trustee shall not be subject

EXHIBIT E-2

to any offsets or defenses which Tenant might have against any prior landlord except those which arose under the provisions of the Lease out of such landlord’s default and accrued after Tenant had notified Trustee and given Trustee the opportunity to cure same as hereinbelow provided, nor shall Trustee be liable for any act or omission of any prior landlord, nor shall Trustee be bound by any rent or additional rent which Tenant might have paid for more than the current month to any prior landlord nor shall it be bound by any amendment or modification of the Lease made without its consent.

3. Attornment by Tenant. Tenant does hereby agree with Trustee that, in the event Trustee becomes the owner of the Premises by foreclosure, conveyance in lieu of foreclosure or otherwise, then Tenant shall attorn to and recognize Trustee as the landlord under the Lease for the remainder of the term thereof, and Tenant shall perform and observe its obligations thereunder, subject only to the terms and conditions of the Lease. In such event, Trustee shall not be liable for any act or omission of any prior landlord, liable for return of the security deposit unless same was actually delivered to Trustee, bound by any amendment or modification to or consent or waiver under or assignment of the Lease made without its consent except to the extent permitted without Trustee’s consent pursuant to the Credit Agreement, bound by any rent paid more than thirty (30) days in advance, or be subject to any set-off or defense Tenant might have had against any prior landlord except as set forth in paragraph 2 above. Tenant further covenants and agrees to execute and deliver upon request of Trustee or its assigns, an appropriate Agreement of Attornment to Trustee and any subsequent titleholder of the Premises reflecting the maters contained in this paragraph 3.

4. Curative Rights, Modification of Lease, and Advance Payment of Rent. So long as the Mortgage remains outstanding and unsatisfied:

(a) Tenant will mail or deliver to Trustee, at the address and in the manner hereinbelow provided, a copy of all notices permitted or required to be given to the Landlord by Tenant under and pursuant to the terms and provisions of the Lease. At any time before the rights of the Landlord shall have been forfeited or adversely affected because of any default of the Landlord, or within the time permitted the Landlord for curing any default under the Lease as therein provided, Trustee may, but shall have no obligation to, pay any taxes and assessments, make any repairs and Improvements, make any deposits or do any other act or thing required of the Landlord by the terms of the Lease; and all payments so made and all things so done and performed by Trustee shall be as effective to prevent the rights of the Landlord from being forfeited or adversely affected because of any default under the Lease as the same would have been if done and performed by the Landlord.

5. Limitation of Liability. Trustee shall have no liability whatsoever hereunder prior to becoming the owner of the Premises; and Tenant agrees that if Trustee becomes the owner of the Premises, Tenant shall look solely to the estate or interest of Trustee in the Premises for satisfaction of any obligation which may be or become owing by Trustee to Tenant hereunder or under the Lease.

EXHIBIT E-3

6. Landlord and Tenant Certifications. Landlord and Tenant hereby certify to Trustee that the Lease has been duly executed by Landlord and Tenant and is in full force and effect, that the Lease and any modifications and amendments specified herein are a complete statement of the agreement between Landlord and Tenant with respect to the leasing of the Premises, and the Lease has not been modified or amended except as specified herein; that to the knowledge of Landlord and Tenant, no party to the Lease is in default thereunder; that no rent under the Lease has been paid more than thirty (30) days in advance of its due date; and that Tenant, as of this date, has no charge, lien or claim of offset under the Lease, or otherwise, against the rents or other charges due or to become due thereunder or if any such matter exists, then it is as follows:

NONE

7. Tenant Estoppel Certifications. With the knowledge that Trustee, as beneficiary of the mortgage encumbering the premises, will place substantial reliance thereon in connection with the closing and funding of the Loan, Tenant hereby makes the following certifications:

(a) The term of the Lease commenced on ______________, and will terminate on _______________, unless earlier terminated pursuant to the provisions of the Lease.

(b) The Lease, as described above, has not been modified, amended, assigned or subleased except as set forth in Exhibit A attached hereto, and is in good standing and in full force and effect.

(c) The Lease provides for rental payments over the term of the Lease, all as specifically provided in the Lease. For the first year of the lease term, monthly payments of rent in the amount of $ _________ are due on the first (1st) day of each month. Tenant has made all payments of rent due.

(d) Tenant has paid a security deposit of $ _________ under the Lease in the form of a letter of credit.

(e) To Tenant’s knowledge there are no defaults by Landlord under the Lease and there are no existing circumstances which, with the passage of time, or notice, or both, would give rise to a default under the Lease except as follows:

NONE

(f) Tenant has accepted and is occupying the Premises, and Landlord has no unperformed obligation under the Lease to construct any Improvements for the Tenant related to the Premises.

EXHIBIT E-4

(g) Tenant has no charge, lien, claim of set-off or defense against rents or other charges due or to become due under the Lease or otherwise under any of the terms, conditions, or covenants contained therein except as follows:

NONE

(h) Tenant has received no notice from any insurance company of any defects or inadequacies in the Premises or in any part thereof which would adversely affect the insurability of the Premises except as follows:

NONE

(i) Except as provided in the Lease, Tenant does not have any right or option to purchase the Premises.

(j) Except as provided in the Lease, Tenant does not have any rights or options to renew the Lease or to lease additional space in any building owned by the Landlord.

(k) Tenant’s enjoyment of the Premises has been peaceful and undisturbed and Tenant knows of no facts by reason of which possession of the Premises might be disputed or questioned, or by reason of which any claim to the Premises or any portion thereof might be asserted adversely to such possession except as follows:

NONE

(l) There are no tenancies, leases, occupancies or parties in possession of the Premises other than under the Lease except as follows:

NONE

(m) Tenant has not received any notice of any supplemental taxes and/or assessments affecting the Premises except as follows:

NONE

(n) There are no unpaid charges for taxes, water and/or sewer services, or other utility charges, or unpaid special assessments for items such as Improvements for sidewalks, curbs, gutters, sewers, storm water assessments, etc., not shown as existing liens in the public records except as follows:

NONE

(o) There are no unpaid bills or claim for labor or services performed or materials furnished or delivered during the last twelve (12) months for alterations, repair, work, or new construction on the Premises except as follows:

NONE

(p) The building or buildings located on the Premises are complete and have been paid for in full except as follows:

EXHIBIT E-5

NONE

(q) Since the date of the Survey of the Premises by ______________, of ______________________ (the “Survey”), there have been no additions, modifications or alterations to the Improvements on the Premises which have resulted in any changes to the distances between the walls of the Improvements and the lot lines shown thereon; and there have been no changes to the lot lines, nor any fences erected or free standing Improvements placed along said lot line except as follows:

NONE

(r) Each franchise agreement if any, with applicable Tenant and located on the Premises is valid and in full force and effect. Tenant has not received any notice of termination of such franchise agreement(s) from said franchisor(s) except as follows:

NONE

8. Notices. Any notice to parties required under this Agreement shall be in writing and shall be deemed duly given and received when delivered in person (with receipt therefor), on the next business day after deposit with a recognized overnight delivery service, or on the second day after being sent by certified or registered mail, return receipt requested, postage prepaid, to the following addresses:

If given to Trustee, as follows, subject to change as provided hereinabove:

	Credit Suisse AG, Cayman Islands Branch, not in its individual capacity but solely as Administrative Agent 11 Madison Avenue
	New York, NY 10010
	Attention: Securitized Product Finance – Project Ivory with a copy to:
with a copy to:

and, if given to Tenant, as follows, subject to change as provided hereinabove:

with a copy to:

EXHIBIT E-6

and, if given to Landlord, as follows, subject to change as provided hereinabove:

	[BORROWER NAME]
	8377 E. Hartford Drive, Suite 100
	Scottsdale, Arizona, 85255
	Attention: Secretary
with a copy to:	DLA Piper LLP (US)
	[________]

9. Miscellaneous. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, successors-in-title and assigns. When used herein, the term “Landlord” or “landlord” refers to Landlord and to any successor to the interest of Landlord under the Lease. This Agreement may be executed in any number of counterparts.

10. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provisions of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

11. Paragraph Headings: Construction. The headings of the paragraphs in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “paragraph” or “paragraphs” refer to the corresponding paragraph or paragraphs of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or term.

12. Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the jurisdiction in which the Premises is located without regard to its principles of conflicts of laws, and any action brought under or arising out of this Agreement or the matters relating hereto shall be submitted to the jurisdiction of the United States District Court for such jurisdiction. Each party acknowledges and agrees to such jurisdiction.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURES FOLLOW ON NEXT PAGE]

EXHIBIT E-7

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

		ADMINISTRATIVE AGENT:
Signed and delivered in the presence of:		CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, not in its individual capacity but solely as Administrative Agent
		By:
Witness		Name:
		Title:
STATE OF	)
	)	ss.:
COUNTY OF	)

This instrument was acknowledged before me this ____ day of ____________, 20__ by _____________________, ________________________ of Credit Suisse AG, Cayman Islands Branch, a national association, as Administrative Agent, on behalf of such __________.

WITNESS my hand and official seal.

	[SEAL]
Notary Public
My commission expires:

[SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT]

[SIGNATURES CONTINUE ON NEXT PAGE]

EXHIBIT E-8

		TENANT:
Signed and delivered in the presence of:
		a
		By:
Witness		Name:
		Title:
STATE OF	)
	)	ss.:
COUNTY OF	)

This instrument was acknowledged before me this ____ day of ____________, 201__ by _____________________, ________________________ of Credit Suisse AG, Cayman Islands Branch, a national association, as Administrative Agent, on behalf of such __________.

WITNESS my hand and official seal.

	[SEAL]
Notary Public
My commission expires:

[SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT]

[SIGNATURES CONTINUE ON NEXT PAGE]

EXHIBIT E-9

		LANDLORD:
Signed and delivered in the presence of:		[BORROWER NAME] a Delaware limited liability company
		By:
Witness		Name:
		Title:
STATE OF	)
	)	ss.:
COUNTY OF	)

This instrument was acknowledged before me this ____ day of ____________, 20__ by _____________________, ________________________ of Credit Suisse AG, Cayman Islands Branch, a national association, as Administrative Agent, on behalf of such __________.

WITNESS my hand and official seal.

	[SEAL]
Notary Public
My commission expires:

EXHIBIT E-10

EXHIBIT F

FORM OF JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Agreement”), dated as of [ ], 201[_], is entered into by and among _______________ (the “New Borrower”), IVORY REIT, LLC, in its capacity as Property Manager and Special Servicer, as applicable, KeyBank National Association, in its capacity as Back-Up Manager and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, not in its individual capacity but solely as Administrative Agent (the “Administrative Agent”), under that certain Property Management and Servicing Agreement, dated as of [__] 2023, among the Borrowers thereto, all Joining Parties, the Property Manager, the Special Servicer, the Back-Up Manager and the Administrative Agent (as the same may be amended, modified, extended or restated from time to time, the “Property Management Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Property Management Agreement.

The New Borrower is a [ENTITY] established under the laws of the State of [__________] on

[_________], 201[_], operates under an [Amended and Restated] [ENTITY AGREEMENT], dated as of [______], 201[__] (the “New Borrower Agreement”).

The New Borrower, the Property Manager, the Special Servicer, the Administrative Agent and the Back-Up Manager hereby agree as follows:

1. The New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Agreement, effective as of the date hereof, the New Borrower shall become a party to the Property Management Agreement, shall be deemed to be a signatory to the Property Management Agreement and shall have all of the rights and obligations of a Borrower as specified in the Property Management Agreement. The New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the applicable terms, provisions and conditions contained in the Property Management Agreement.

2. The address of the New Borrower for purposes of Section 9.04(c) of the Property Management Agreement shall be as follows:

[ADDRESS]

Attention:

Facsimile No.

With a copy to

[ADDRESS]

Attention:

Facsimile No.

EXHIBIT F-1

3. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

4. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the New Borrower, the Property Manager, the Special Servicer and the Back-Up Manager have caused this Agreement to be duly executed by their respective officers or representatives all as of the day and year first above written.

[NEW BORROWER]

By:

Name:

Title:

IVORY REIT, LLC, a Delaware limited liability company, as Property Manager

By:

Name:

Title:

KEYBANK NATIONAL ASSOCIATION, as Back-Up Manager

By:

Name:

Title:

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, not in its individual capacity but solely as Administrative Agent under that certain Property Management and Servicing Agreement, dated as of [__] 2023

By:

Name:

Title:

EXHIBIT F-2

EXHIBIT G

FORM OF CERTIFICATE UNDER SECTION 7.01(b)

Re: [INSERT DESCRIPTION OF QUALIFIED SUBSTITUTE [PROPERTY] (the “Qualified Substitute Property”)

Ladies and Gentlemen:

Pursuant to Section 7.01(b) of the Property Management and Servicing Agreement, dated as of [__] 2023 (the “Agreement”), among the Borrowers thereto, Ivory REIT, LLC, as property manager (the “Property Manager”) and as special servicer (the “Special Servicer”), ____________, as Administrative Agent (the “Administrative Agent”), and __________________, as back-up manager (the “Back-Up Manager”), the undersigned hereby certifies that the exceptions set forth on Exhibit “A” attached hereto are materially consistent with the underwriting criteria for the existing Properties (as defined in the Agreement).

Ivory REIT, LLC,

a Delaware limited liability company,

as Property Manager

By:

Name:

Title:

EXHIBIT G-1

EXHIBIT H

[Reserved.]

EXHIBIT H-1

EXHIBIT I

[Reserved]

EXHIBIT K-1

EX-10.3

Exhibit 10.3

Execution Version

CREDIT AGREEMENT

Dated as of February 3, 2023

by and among

IVORY REIT, LLC, which shall be renamed STORE CAPITAL, LLC

as Borrower,

THE FINANCIAL INSTITUTIONS PARTY HERETO

AND THEIR ASSIGNEES UNDER SECTION 13.5,

as Lenders,

and

KEYBANK NATIONAL ASSOCIATION,

as Administrative Agent

KEYBANC CAPITAL MARKETS INC., TRUIST BANK, JPMORGAN CHASE BANK, N.A.,

CAPITAL ONE, NATIONAL ASSOCIATION and REGIONS CAPITAL MARKETS,

as Joint Lead Arrangers,

KEYBANC CAPITAL MARKETS INC., TRUIST BANK, JPMORGAN CHASE BANK, N.A. and

CAPITAL ONE, NATIONAL ASSOCIATION,

as Joint Bookrunners,

TRUIST BANK, JPMORGAN CHASE BANK, N.A. and CAPITAL ONE, NATIONAL ASSOCIATION

as Co-Syndication Agents,

and

REGIONS BANK,

as Documentation Agent

TABLE OF CONTENTS

Article I. Definitions			1
	Section 1.1.	Definitions	1
	Section 1.2.	General; References to Eastern Time; GAAP	41
	Section 1.3.	Rates	41
	Section 1.4.	Divisions	42
Article II. Credit Facility			42
	Section 2.1.	Revolving Loans	42
	Section 2.2.	2023 Term Loans	43
	Section 2.3.	[Reserved]	44
	Section 2.4.	Letters of Credit	44
	Section 2.5.	Swingline Loans	50
	Section 2.6.	Rates and Payment of Interest on Loans	52
	Section 2.7.	Number of Interest Periods	53
	Section 2.8.	Repayment of Loans	53
	Section 2.9.	Prepayments	53
	Section 2.10.	Continuation	54
	Section 2.11.	Conversion	54
	Section 2.12.	Notes	55
	Section 2.13.	Voluntary Reductions of the Commitments	55
	Section 2.14.	Extensions of the Revolving Termination Date	56
	Section 2.15.	Expiration Date of Letters of Credit Past Revolving Commitment Termination	56
	Section 2.16.	Amount Limitations	56
	Section 2.17.	Incremental Facilities	57
	Section 2.18.	Funds Transfer Disbursements	59
	Section 2.19.	Temporary Inability to Determine Rates	59
Article III. Payments, Fees and Other General Provisions			59
	Section 3.1.	Payments	59
	Section 3.2.	Pro Rata Treatment	60
	Section 3.3.	Sharing of Payments, Etc.	61
	Section 3.4.	Several Obligations	61
	Section 3.5.	Fees	61
	Section 3.6.	Computations	62
	Section 3.7.	Usury	63
	Section 3.8.	Statements of Account; Bill Lead Date Request	63
	Section 3.9.	Defaulting Lenders	64
	Section 3.10.	Taxes	67
Article IV. Eligibility of Assets			71
	Section 4.1.	Eligibility of Assets	71
	Section 4.2.	Termination of Designation as Unencumbered Asset	71
Article V. Yield Protection, Etc.			72
	Section 5.1.	Additional Costs; Capital Adequacy	72
	Section 5.2.	Benchmark Replacement Setting	74
	Section 5.3.	Illegality	75
	Section 5.4.	Compensation	75

- i -

	Section 5.5.	Treatment of Affected Loans	76
	Section 5.6.	Affected Lenders	76
	Section 5.7.	Change of Lending Office	77
Article VI. Conditions Precedent			77
	Section 6.1.	Initial Conditions Precedent	77
	Section 6.2.	Conditions Precedent to All Loans and Letters of Credit	80
Article VII. Representations and Warranties			80
	Section 7.1.	Representations and Warranties	80
	Section 7.2.	Survival of Representations and Warranties, Etc.	86
Article VIII. Affirmative Covenants			87
	Section 8.1.	Preservation of Existence and Similar Matters	87
	Section 8.2.	Compliance with Applicable Law	87
	Section 8.3.	Maintenance of Property	87
	Section 8.4.	Conduct of Business	87
	Section 8.5.	Insurance	87
	Section 8.6.	Payment of Taxes and Claims	88
	Section 8.7.	Books and Records; Inspections	88
	Section 8.8.	Use of Proceeds	88
	Section 8.9.	Environmental Matters	89
	Section 8.10.	Further Assurances	89
	Section 8.11.	Material Contracts	89
	Section 8.12.	REIT Status	90
	Section 8.13.	[Reserved]	90
	Section 8.14.	Guarantors	90
Article IX. Information			91
	Section 9.1.	Quarterly Financial Statements	91
	Section 9.2.	Year-End Statements	91
	Section 9.3.	Compliance Certificate	91
	Section 9.4.	Other Information	92
	Section 9.5.	Electronic Delivery of Certain Information	93
	Section 9.6.	Public/Private Information	94
	Section 9.7.	USA Patriot Act Notice; Beneficial Ownership Regulation Notice; Compliance	94
Article X. Negative Covenants			94
	Section 10.1.	Financial Covenants	94
	Section 10.2.	Negative Pledge	95
	Section 10.3.	Restrictions on Intercompany Transfers	96
	Section 10.4.	Merger, Consolidation, Sales of Assets, Acquisitions and Other Investments	96
	Section 10.5.	Plans	98
	Section 10.6.	Fiscal Year	98
	Section 10.7.	Modifications of Organizational Documents and Material Contracts	98
	Section 10.8.	Transactions with Affiliates	98
	Section 10.9.	Derivatives Contracts	99
	Section 10.10.	Line of Business	99
	Section 10.11.	Terrorism Sanctions Regulations	99

- ii -

Article XI. Default			99
	Section 11.1.	Events of Default	99
	Section 11.2.	Remedies Upon Event of Default	103
	Section 11.3.	[Reserved]	104
	Section 11.4.	Marshaling; Payments Set Aside	104
	Section 11.5.	Allocation of Proceeds	104
	Section 11.6.	Letter of Credit Collateral Account	105
	Section 11.7.	Performance by Administrative Agent	106
	Section 11.8.	Rights Cumulative	107
Article XII. The Administrative Agent			107
	Section 12.1.	Appointment and Authorization	107
	Section 12.2.	Administrative Agent’s Reliance	108
	Section 12.3.	Notice of Events of Default	109
	Section 12.4.	Administrative Agent as Lender	109
	Section 12.5.	Approvals of Lenders	109
	Section 12.6.	Indemnification of Administrative Agent	110
	Section 12.7.	Lender Credit Decision, Etc.	110
	Section 12.8.	Successor Administrative Agent	111
	Section 12.9.	Titled Agents	112
	Section 12.10.	Specified Derivatives Contracts	113
	Section 12.11.	Lender Benefit Plan Representations	113
	Section 12.12.	Erroneous Payments	114
Article XIII. Miscellaneous			117
	Section 13.1.	Notices	117
	Section 13.2.	Expenses	119
	Section 13.3.	Setoff	120
	Section 13.4.	WAIVER OF JURY TRIAL; Litigation; Jurisdiction; Other Matters; Other Waivers	120
	Section 13.5.	Successors and Assigns	121
	Section 13.6.	Amendments and Waivers	126
	Section 13.7.	Nonliability of Administrative Agent and Lenders	128
	Section 13.8.	Confidentiality	129
	Section 13.9.	Indemnification	130
	Section 13.10.	Termination; Survival	131
	Section 13.11.	Severability of Provisions	131
	Section 13.12.	GOVERNING LAW	132
	Section 13.13.	Counterparts; Electronic Execution of Documents	132
	Section 13.14.	Obligations with Respect to Loan Parties and Subsidiaries	132
	Section 13.15.	Independence of Representations, Warranties and Covenants	133
	Section 13.16.	Limitation of Liability	133
	Section 13.17.	Entire Agreement	133
	Section 13.18.	Construction	133
	Section 13.19.	Headings	133
	Section 13.20.	Waiver of Existing Term Loan Prepayment Fees	133
	Section 13.21.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	134
	Section 13.22.	Acknowledgement Regarding Any Supported QFCs	134

- iii -

EXHIBIT A	Form of Assignment and Assumption Agreement
EXHIBIT B	[Reserved]
EXHIBIT C	[Reserved]
EXHIBIT D	[Reserved]
EXHIBIT E	Form of Guaranty
EXHIBIT F	Form of Notice of Continuation
EXHIBIT G	Form of Notice of Conversion
EXHIBIT H	Form of Notice of Borrowing
EXHIBIT I	Form of Notice of Swingline Borrowing
EXHIBIT J	[Reserved]
EXHIBIT K	Form of Revolving Note
EXHIBIT L	Form of Swingline Note
EXHIBIT M	Form of Term Note
EXHIBIT N	Form of Unencumbered Asset Certificate
EXHIBIT O	[Reserved]
EXHIBIT P	[Reserved]
EXHIBIT Q	[Reserved]
EXHIBITS R	Forms of U.S. Tax Compliance Certificates
EXHIBIT S	Form of Compliance Certificate
EXHIBIT T	Form of Closing Certificate

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THIS CREDIT AGREEMENT (this “Agreement”) dated as of February 3, 2023 by and among IVORY REIT, LLC, a limited liability company formed under the laws of the State of Delaware, and which shall be renamed STORE CAPITAL, LLC after giving effect to the Acquisition (the “Borrower”), each of the financial institutions party hereto as a Lender, and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).

WHEREAS, the Borrower intends to acquire (the “Acquisition” and, together with the facilities contemplated hereby and the transactions contemplated hereby and by the Acquisition Agreement (as defined herein), the “Transactions”) STORE Capital Corporation, a corporation formed under the laws of the State of Maryland (“STORE Capital”) through a merger of STORE Capital with and into the Borrower, with the Borrower as the surviving entity, pursuant to, and in accordance with, the Acquisition Agreement; and

WHEREAS, the Administrative Agent, the Issuing Banks, the Swingline Lender and the Lenders desire to (a) make available to the Borrower a revolving credit facility in the initial amount of $500,000,000, which will include a $200,000,000 swingline subfacility and a $75,000,000 letter of credit subfacility, and (b) provide $600,000,000 senior unsecured term loans to the Borrower, on the terms and conditions contained herein.

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

ARTICLE I. DEFINITIONS

Section 1.1. Definitions.

In addition to terms defined elsewhere herein, the following terms shall have the following meanings for the purposes of this Agreement:

“2023 Term Loan Commitment” means, as to any Lender, the obligation of such Lender, if any, to make a 2023 Term Loan to the Borrower hereunder in a principal amount not to exceed the amount set forth under the heading “2023 Term Loan Commitment” opposite such Lender’s name on Schedule I to the Disclosure Letter or, as the case may be, in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The aggregate principal amount of the 2023 Term Loan Commitments on the Effective Date is $600,000,000.

“2023 Term Loan” means each term loan made by a 2023 Term Loan Lender pursuant to Section 2.2(a).

“2023 Term Loan Lender” means each Lender that is the holder of a 2023 Term Loan.

“2023 Term Loan Termination Date” means the earlier of (i) April 28, 2027 and (ii) the date on which all 2023 Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Accession Agreement” means an Accession Agreement substantially in the form of Annex I to the Guaranty.

“Acquisition Agreement” means that certain Agreement and Plan of Merger, dated as of September 15, 2022, among Ivory Parent, LLC, the Borrower and STORE Capital (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and together with all exhibits, schedules, annexes and other attachments thereto).

“Additional Costs” has the meaning given that term in Section 5.1.(b).

“Adjusted Daily Simple SOFR” means, for any day, the rate per annum equal to (a) Daily Simple SOFR for such day plus (b) 0.10%; provided that if Adjusted Daily Simple SOFR as so determined for any Class would be less than the Floor for such Class, then Adjusted Daily Simple SOFR for such Class shall be deemed to be the Floor for such Class for purposes of this Agreement and the other Loan Documents.

“Adjusted Term SOFR” means, for any Available Tenor and Interest Period with respect to a Term SOFR Loan, the rate per annum equal to (a) Term SOFR for such Interest Period, plus (b) the applicable Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined for any Class would be less than the applicable Floor, then Adjusted Term SOFR for such Class shall be deemed to be the applicable Floor for purposes of this Agreement and the other Loan Documents.

“Administrative Agent” has the meaning set forth in the introductory paragraph hereof.

“Administrative Questionnaire” means the Administrative Questionnaire completed by each Lender and delivered to the Administrative Agent in a form supplied by the Administrative Agent to the Lenders from time to time.

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

“Affected Lender” has the meaning given that term in Section 5.6.

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

“Agreement” has the meaning set forth in the introductory paragraph hereof.

“Agreement Date” means February 3, 2023.

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

“Anti-Terrorism Laws” has the meaning given that term in Section 7.1(y).

“Applicable Law” means, as to any Person, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, executive orders, and administrative or judicial precedents or authorities applicable to such Person, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

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“Applicable Margin” means, as to any SOFR Loan or Base Rate Loan of a particular Class, the percentage rates set forth in the table below for the applicable Class corresponding to the level (each a “Level”) into which the Consolidated Total Leverage Ratio then falls. Any change in Consolidated Total Leverage Ratio which would cause the Applicable Margin to be determined based on a different Level shall be effective as of the first day of the first calendar month immediately following receipt by the Administrative Agent of a Compliance Certificate delivered by the Borrower in accordance with Section 9.3; provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 6 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the later of (x) the first day of the first calendar month immediately following the date when such Compliance Certificate was due in accordance with Section 9.3 and (y) the date that is three (3) Business Days following the date on which such Compliance Certificate is delivered. As of the Agreement Date, prior to the delivery of a Compliance Certificate in accordance with Section 9.3, the Applicable Margin shall be determined based on Level 3. The provisions of this definition shall be subject to Section 2.6(c).

Level	Consolidated Total Leverage Ratio	Applicable Margin for Revolving Loans that are SOFR Loans			Applicable Margin for Revolving Loans that are Base Rate Loans			Applicable Margin for 2023 Term Loans that are SOFR Loans			Applicable Margin for 2023 Term Loans that are Base Rate Loans			Letter of Credit Fees
1	< 35%		1.00	%		0.00	%		1.10	%		0.10	%		1.00	%
2	> 35%, < 40%		1.05	%		0.05	%		1.15	%		0.15	%		1.05	%
3	> 40%, < 45%		1.10	%		0.10	%		1.25	%		0.25	%		1.10	%
4	> 45%, < 50%		1.20	%		0.20	%		1.35	%		0.35	%		1.20	%
5	> 50%, < 55%		1.25	%		0.25	%		1.50	%		0.50	%		1.25	%
6	> 55%		1.45	%		0.45	%		1.70	%		0.70	%		1.45	%

Notwithstanding the foregoing, during the Sustainability Metric Period, the Borrower may elect in accordance with the Sustainability Metric Procedures then in effect that the Applicable Margin instead be based on the table set forth below for each applicable Class (the “Sustainability Metric Pricing Grid”), in which event the Sustainability Metric Pricing Grid shall apply for each such Class commencing on the date specified in the Sustainability Metric Procedures and ending on the date specified in the Sustainability Metric Procedures. If Borrower, the Administrative Agent or any Lender become aware of any material inaccuracy in the Sustainability Metric reported pursuant to the Sustainability Metric Procedures for any period (and, in the case of the Administrative Agent or any Lender becoming aware thereof, written notice thereof has been delivered to the Borrower setting forth in reasonable detail the basis for such determination) and, in each case, the Borrower made an election to apply the Sustainability Metric Pricing Grid for any applicable Class for such period and a proper calculation of the Sustainability Metric for such fiscal year would not have resulted in any adjustment to the Applicable Margin for any applicable Class pursuant to the Sustainability Metric Pricing Grid for the relevant period covered by such election, then the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders promptly (and in any event, within five (5) Business Days) following written demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, immediately, automatically and

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without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period (or relevant portion thereof then elapsed in respect of which payments of interest and/or fees were previously made) over the amount of interest and fees actually paid for such period (or relevant portion thereof). Notwithstanding anything to the contrary herein, unless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, (i) any additional amounts required to be paid pursuant to the immediately preceding sentence shall not be due and payable until a written demand is made for such payment by the Administrative Agent, (ii) any nonpayment of such additional amounts prior to or upon such demand for payment by Administrative Agent shall not constitute a Default (whether retroactively or otherwise), and (iii) none of such additional amounts shall be deemed overdue prior to such a demand or shall accrue interest at the Post-Default Rate prior to such a demand.

Level	Consolidated Total Leverage Ratio	Applicable Margin for Revolving Loans that are SOFR Loans			Applicable Margin for Revolving Loans that are Base Rate Loans			Applicable Margin for 2023 Term Loans that are SOFR Loans			Applicable Margin for 2023 Term Loans that are Base Rate Loans			Letter of Credit Fees
1	< 35%		0.99	%		0.00	%		1.09	%		0.09	%		0.99	%
2	> 35%, < 40%		1.04	%		0.04	%		1.14	%		0.14	%		1.04	%
3	> 40%, < 45%		1.09	%		0.09	%		1.24	%		0.24	%		1.09	%
4	> 45%, < 50%		1.19	%		0.19	%		1.34	%		0.34	%		1.19	%
5	> 50%, < 55%		1.24	%		0.24	%		1.49	%		0.49	%		1.24	%
6	> 55%		1.44	%		0.44	%		1.69	%		0.69	%		1.44	%

The Applicable Margin for each Class of Incremental Term Loans shall be as set forth in the Incremental Amendment establishing such Class.

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“Applicable Revolving Facility Fee” means the percentage rate set forth in the table below corresponding to the Level at which the “Applicable Margin” is determined in accordance with the definition thereof:

Level	Applicable Revolving Facility Fee
1		0.15	%
2		0.15	%
3		0.20	%
4		0.20	%
5		0.30	%
6		0.30	%

Any change in the applicable Level at which the Applicable Margin is determined shall result in a corresponding and simultaneous change in the Applicable Revolving Facility Fee. The provisions of this definition shall be subject to Section 2.6(c).

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

“Asset” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate (including, without limitation, any Property or Real Estate).

“Assignment and Assumption” means an Assignment and Assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 13.5), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form approved by the Administrative Agent and the Borrower.

“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 (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 5.2(d).

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

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

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“Bankruptcy Code” means the Bankruptcy Code of 1978, as amended.

“Base Rate” means, at any time, the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50%, (c) the Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.0% and (d) 1.0%. Each change in the Base Rate shall take effect as of 12:01 a.m. on the Business Day on which such change or changes in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR, respectively, becomes effective, without notice or demand of any kind.

“Base Rate Loan” means a Revolving Loan or Term Loan (or any portion thereof) bearing interest at a rate based on the Base Rate.

“Benchmark” means, initially, with respect to (i) any Daily Simple SOFR Loan, Adjusted Daily Simple SOFR and (ii) any Term SOFR Loan, the Adjusted Term SOFR; provided that if a Benchmark Transition Event has occurred with respect to Daily Simple SOFR or Term SOFR, as applicable, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 5.2. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

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

“Benchmark Replacement Adjustment” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

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

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

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

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

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

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

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

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

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

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“Benchmark Unavailability Period” means, with respect to any then-current Benchmark, the period (if any) (i) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 5.2 and (ii) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 5.2.

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

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of Section 3(42) of ERISA or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“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.

“Bill Lead Date” has the meaning given that term in Section 3.8(b).

“Borrower” has the meaning set forth in the introductory paragraph hereof and shall include the Borrower’s successors and permitted assigns.

“Borrower Information” has the meaning given that term in Section 2.6(c).

“Breakage Costs” means the actual cost incurred (or reasonably expected to be incurred) by any Lender, including, without limitation, actual costs incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its SOFR Loans, (a) with respect to Term SOFR Loans, as a result of (i) the payment or prepayment of any principal of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of such Loans), (ii) the Conversion of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto, (iii) the failure to borrow, Convert, Continue or prepay any Term SOFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is revoked in accordance therewith), or (iv) the assignment of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower in accordance herewith, and (b) with respect to Daily Simple SOFR Loans, as a result of (i) the payment or prepayment of any principal of any Daily Simple SOFR Loan other than on the interest payment date applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of such Loans), (ii) the failure to borrow, convert, continue or prepay any Daily Simple SOFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is revoked in accordance therewith), or (iii) the assignment of any Daily Simple SOFR Loan other than on the interest payment date applicable thereto as a result of a request by the Borrower in accordance herewith.

“Business Day” means any day (other than a Saturday, Sunday or legal holiday) on which banks in Cleveland, Ohio and New York, New York, are open for the conduct of their commercial banking business; provided that in relation to any SOFR Loan and any interest rate settings, fundings, disbursements, settlements or payments of any such SOFR Loan, such day is also a U.S. Government Securities Business Day. Unless specifically referenced in this Agreement as a Business Day, all references to “days” shall be to calendar days.

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“Capitalized Lease Obligations” means obligations under a lease (or other similar arrangement conveying the right to use property) to pay rent or other similar amounts that are required to be capitalized for financial reporting purposes in accordance with GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation as would be required to be reflected on a balance sheet of the applicable Person prepared in accordance with GAAP as of the applicable date.

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

“Cash Equivalents” means (a) securities issued, guaranteed or insured by the United States of America or any of its agencies with maturities of not more than one year from the date acquired; (b) time deposits, certificates of deposit or bankers’ acceptances with maturities of not more than one year from the date acquired issued by any Lender (or bank holding company owning any Lender) or any other United States federal or state chartered commercial bank, or a commercial bank organized under the laws of any other country which is a member of the Organisation for Economic Cooperation and Development, or a political subdivision of any such country, acting through a branch or agency, which bank has capital and unimpaired surplus in excess of $500,000,000 and which bank or its holding company has a short-term commercial paper rating of at least A-2 or the equivalent by S&P or at least P-2 or the equivalent by Moody’s; (c) reverse repurchase agreements with terms of not more than seven days from the date acquired, for securities of the type described in clause (a) above and entered into only with commercial banks having the qualifications described in clause (b) above; (d) commercial paper issued by any Lender (or bank holding company owning any Lender) or any other Person incorporated under the laws of the United States of America or any State thereof and rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s, in each case with maturities of not more than one year from the date acquired; and (e) investments in money market funds which have net assets of at least $500,000,000 and whose assets consist primarily of securities and other obligations of the type described in clauses (a) through (d) above.

“Cash Revenues” means, for any calculation date, the base rent and interest, annualized based on contract rates in effect as of such calculation date, for all leases, loans, notes and direct financing receivables (and similar revenue streams) in place as of that date.

“Class” (a) when used with respect to a Commitment, refers to a Revolving Commitment, (b) when used with respect to a Loan, refers to whether such Loan is a Revolving Loan, a 2023 Term Loan or an Incremental Term Loan of a particular tranche and (c) when used with respect to a Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments.

“Co-Syndication Agents” means, collectively, Truist Bank, JPMorgan Chase Bank, N.A. and Capital One, National Association, in their capacities as co-syndication agents for the credit facilities under this Agreement.

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“Commitment” means, as to a Lender, such Lender’s Revolving Commitment.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.) as amended from time to time, and any successor statute.

“Compliance Certificate” has the meaning given that term in Section 9.3.

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

“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” means with reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated EBITDA” means with respect to any period, an amount equal to the EBITDA of the Borrower and its Subsidiaries for such period determined on a Consolidated basis.

“Consolidated Fixed Charges” means, on any date of determination, for the period of four (4) fiscal quarters most recently ended, the sum of (a) Consolidated Interest Expense for such period (both expensed and capitalized), plus (b) all of the scheduled payments of principal due and payable with respect to Indebtedness of the Borrower and its Subsidiaries during such period, other than (x) any balloon, bullet or similar principal payment which repays such Indebtedness in full and (y) any voluntary full or partial prepayments prior to stated maturity thereof, plus (c) all Preferred Distributions paid during such period, plus (d) the scheduled imputed principal payment on any Capitalized Lease Obligations. Such Person’s Equity Percentage in the fixed charges referred to above of its Unconsolidated Affiliates shall be included in the determination of Consolidated Fixed Charges.

“Consolidated Interest Expense” means, on any date of determination, without duplication, (a) total Interest Expense of the Borrower and its Subsidiaries determined on a Consolidated basis in accordance with GAAP for the period of determination, plus (b) such Person’s Equity Percentage of Interest Expense of its Unconsolidated Affiliates for such period.

“Consolidated Total Adjusted Asset Value” means, as of any date of determination, the sum of the undepreciated cost of all assets of Borrower and its Subsidiaries minus goodwill, write downs and impairments, calculated on a Consolidated basis in accordance with GAAP. Consolidated Total Adjusted Asset Value will be adjusted to include an amount equal to the Equity Percentage of the Consolidated Total

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Adjusted Asset Value attributable to the assets owned by the Borrower’s or any of its Subsidiaries’ Unconsolidated Affiliates, calculated in the same manner as above. Notwithstanding the foregoing, to the extent that more than 25.0% of the Consolidated Total Adjusted Asset Value would be attributable in the aggregate to (i) Unimproved Land and Development Property, (ii) non-Wholly Owned Subsidiaries and Unconsolidated Affiliates and (iii) Mortgage Note Receivables secured by completed commercial single tenant income producing properties and other secured and unsecured note receivables relating to loans with customers, such excess shall be excluded.

“Consolidated Total Adjusted Unencumbered Asset Value” means, as of any date of determination, the sum of:

(a) with respect to each Qualifying Note Receivable that is an Unencumbered Asset, an amount equal to the outstanding principal balance of such Qualifying Note Receivable; plus

(b) with respect to Unencumbered Assets that are not subject to a Qualifying Note Receivable and are not Hybrid Leases or Hybrid Mortgages, the undepreciated cost (minus goodwill, write downs and impairments) of such Unencumbered Asset as determined in accordance with GAAP; plus

(c) for Unencumbered Assets that are Hybrid Leases and are not subject to a Qualifying Note Receivable, the sum of (x) the undepreciated cost (minus goodwill, write downs and impairments) of such Unencumbered Asset (excluding Improvements) as determined in accordance with GAAP, plus (y) the outstanding principal balance of the Hybrid Mortgage corresponding to such Unencumbered Asset.

Notwithstanding the foregoing, (a) to the extent that more than (i) 10.0% of the Consolidated Total Adjusted Unencumbered Asset Value would be attributable to Qualifying Note Receivables, such excess shall be excluded, (ii) 10.0% of the Consolidated Total Adjusted Unencumbered Asset Value would be attributable to Development Properties, Unimproved Land and Future Advance Properties, such excess shall be excluded and (iii) 15.0% of the Consolidated Total Adjusted Unencumbered Asset Value would be attributable to Unencumbered Assets for which the related Property is located in Canada, such excess shall be excluded, and (b) in no event shall the amount attributable to the Consolidated Total Adjusted Unencumbered Asset Value from any Hybrid Mortgage or Qualifying Note Receivable exceed the outstanding principal balance of such Hybrid Mortgage or Qualifying Note Receivable, as applicable.

“Consolidated Total Indebtedness” means, as at any date of determination, the sum of (i) the aggregate principal amount of all the Borrower’s and its Subsidiaries’ outstanding Indebtedness (determined on a Consolidated basis in accordance with GAAP) plus (ii) the Equity Percentage of the aggregate principal amount of outstanding Indebtedness of the Borrower’s or any of its Subsidiaries’ Unconsolidated Affiliates.

“Consolidated Total Leverage Ratio” means, as at any date of determination, the ratio, expressed as a percentage, of (i) Consolidated Total Indebtedness as of such date to (ii) Consolidated Total Adjusted Asset Value as of such date.

“Consolidated Total Secured Indebtedness” means, as at any date of determination, the sum of (i) the aggregate principal amount of all the Borrower’s and its Subsidiaries’ outstanding Secured Indebtedness (determined on a Consolidated basis in accordance with GAAP) plus (ii) the Equity Percentage of the aggregate principal amount of outstanding Secured Indebtedness of the Borrower’s or any of its Subsidiaries’ Unconsolidated Affiliates.

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“Consolidated Total Unsecured Indebtedness” means, as at any date of determination, the sum of (i) the aggregate principal amount of all the Borrower’s and its Subsidiaries’ outstanding Unsecured Indebtedness (determined on a Consolidated basis in accordance with GAAP) plus (ii) the Equity Percentage of the aggregate principal amount of outstanding Unsecured Indebtedness of the Borrower’s or any of its Subsidiaries’ Unconsolidated Affiliates.

“Continue”, “Continuation” and “Continued” each refers to the continuation of a Term SOFR Loan from one Interest Period to another Interest Period pursuant to Section 2.10.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. Any Person who beneficially owns, either directly or indirectly, more than 25% of the Equity Interests of the Borrower shall be deemed to have “Control”.

“Controlled Entity” means any of the Subsidiaries of the Borrower and any of their or the Borrower’s respective Controlled Affiliates.

“Convert”, “Conversion” and “Converted” each refers to the conversion of a Loan of one Type into a Loan of another Type pursuant to Section 2.11.

“Convertible Debt” means any debt securities of the Borrower that are convertible into the capital stock of the Borrower (or convertible into any combination of cash and capital stock of the Borrower based on the value of such capital stock); provided that such capital stock is not Mandatorily Redeemable Stock.

“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” shall have the meaning assigned thereto in Section 9.26(a).

“Credit Event” means any of the following: (a) the making (or deemed making) of any Loan, (b) the issuance of a Letter of Credit and (c) the amendment of a Letter of Credit that extends the maturity, or increases the Stated Amount, of such Letter of Credit.

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

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“Daily Simple SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Daily Simple SOFR.

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

“Default” means any of the events specified in Section 11.1, whether or not there has been satisfied any requirement for the giving of notice, the lapse of time, or both.

“Default Right” means the meaning assigned to that term in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“Defaulting Lender” means, subject to Section 3.9(f), any Lender that (a) has failed to (i) fund all or any portion of its Loans within 2 Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including, with respect to a Revolving Lender, in respect of its participation in Letters of Credit or Swingline Loans) within 2 Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, any Issuing Bank or the Swingline Lender 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’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within 3 Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.9(f)) upon delivery of written notice of such determination to the Borrower, the Issuing Banks, the Swingline Lender and each Lender.

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“Derivatives Contract” means any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement. Not in limitation of the foregoing, the term “Derivatives Contract” includes any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement of similar type, including any such obligations or liabilities under any such master agreement. Notwithstanding anything to the contrary in this definition, “Derivatives Contract” does not include any Convertible Debt of the Borrower or any indenture or supplement thereto governing the same.

“Derivatives Termination Value” means, in respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement or provision relating thereto, (a) for any date on or after the date such Derivatives Contracts have been terminated or closed out, the termination amount or value determined in accordance therewith, and (b) for any date prior to the date such Derivatives Contracts have been terminated or closed out, the then-current mark-to-market value for such Derivatives Contracts, determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in Derivatives Contracts (which may include Chatham Financial, the Administrative Agent, any Lender, any Specified Derivatives Provider or any Affiliate of any of them).

“Designated Excluded Subsidiary” has the meaning given that term in Section 8.14(a).

“Development Property” means a Property currently under development (i) upon which a certificate of occupancy has not been obtained in accordance with Applicable Law and local building and zoning ordinances, (ii) on which the improvements (other than tenant improvements on unoccupied space) related to the development are proceeding to completion without undue delay from permit denial, construction delays or otherwise and have not been substantially completed and (iii) that remains less than one hundred percent (100%) leased to an unaffiliated third party pursuant to a Lease under which rent is currently being paid.

“Disclosure Letter” means that certain Disclosure Letter, dated as of the Agreement Date, delivered by the Borrower to the Administrative Agent.

“Disqualified Lenders” means, collectively, (a) Persons identified on the list delivered to the Administrative Agent on or before the Agreement Date, (b) any Person that is a bona fide competitor engaged in the same or a similar line of business as the Borrower or its Subsidiaries that is identified in writing by the Borrower to the Administrative Agent, (c) any Affiliates (other than bona fide debt funds that purchase, hold or otherwise invest in commercial loans, bonds and similar extensions of credit in the ordinary course of business, other than such debt funds excluded pursuant to clause (a) or (b) of this paragraph) of the Persons referred to in clauses (a) or (b) that are identified in writing by the Borrower to the Administrative Agent on and after the Agreement Date or that are reasonably identifiable solely on the basis of their name and (d) any Affiliates of the Lenders that are engaged as principals (but not as asset managers) primarily in private equity, mezzanine financing or venture capital; provided that no updates to the list of Disqualified Lenders and their Affiliates shall be deemed to retroactively disqualify any parties that have previously acquired an assignment or participation interest in respect of the Loans or Commitments from continuing to hold or vote such previously acquired assignments and participations on the terms set forth herein for Lenders that are not Disqualified Lenders. The Borrower hereby authorizes and directs the Administrative Agent to post and/or distribute the list of Disqualified Lenders to the Lenders, including any Lenders who desire to only receive “Public Information”.

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“Distribution” means any (a) dividend or other distribution, direct or indirect, on account of any Equity Interest of the Borrower or any of its Subsidiaries now or hereafter outstanding, except a dividend payable solely in Equity Interests of the Borrower or any of its Subsidiaries to the holders of that class; (b) redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of the Borrower or any of its Subsidiaries now or hereafter outstanding other than with another Equity Interest of the Borrower or any of its Subsidiaries; and (c) payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of the Borrower or any of its Subsidiaries now or hereafter outstanding other than with another Equity Interest of Borrower or any of its Subsidiaries. Distributions from any Subsidiary of the Borrower to the Borrower or any Subsidiary of the Borrower shall be excluded from this definition.

“Documentation Agent” means Regions Bank.

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

“EBITDA” means with respect to the Borrower and its Subsidiaries for any period (without duplication): (a) Net Income (or Loss) on a Consolidated basis, in accordance with GAAP, exclusive of the following (but only to the extent included in determination of such Net Income (or Loss)): (i) depreciation and amortization expense; (ii) Interest Expense (including any amounts excluded from the definition of Interest Expense due to being non-cash interest expense); (iii) income tax expense; (iv) fees, costs and expenses incurred during such period in sourcing, investigating, reviewing and making acquisitions and dispositions permitted hereunder (in each case, whether or not completed); (v) extraordinary or non-recurring gains and losses (including, without limitation, gains and losses on the sale of assets); (vi) distributions to minority owners; (vii) gains and losses resulting from currency exchange effects and hedging arrangements and (viii) other non-cash items to the extent not actually paid as a cash expense; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below. With respect to Unconsolidated Affiliates, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from such Unconsolidated Affiliates plus its Equity Percentage of items (i) through (viii) above.

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

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

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

“Effective Date” means the Agreement Date.

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“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 13.5(b)(iii), (v) and (vi) and Section 13.5(g) (subject to such consents, if any, as may be required under Section 13.5(b)(iii)).

“Eligible Ground Lease” means a ground lease containing terms and conditions customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease, including without limitation, the following: (a) either (i) such ground lease relates to an Unencumbered Asset leased by the Borrower or an Unencumbered Asset Owner on the Agreement Date and such ground lease is in effect on the Agreement Date or (ii) such ground lease has a remaining term (including any unexercised extension options exercisable at the sole option of the ground lessee) no shorter than the date that is at least 5 years after the latest Termination Date; (b) the right of the lessee to mortgage and encumber its interest in the leased property, and to amend the terms of any such mortgage or encumbrance, in each case, without the consent of the lessor; (c) a customary obligation of the lessor to give the holder of any mortgage Lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosures, and fails to do so; (d) reasonably acceptable transferability of the lessee’s interest under such lease, including ability to sublease (provided that a provision that if a consent of such ground lessor is required, such consent is subject to either an express reasonableness standard or an objective financial standard for the transferee that is reasonably satisfactory to the Administrative Agent shall be deemed acceptable); and (e) acceptable limitations on the use of the leased property.

“Employee Benefit Plan” means any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by Borrower, any Subsidiary, or any member of the ERISA Group, other than a Multiemployer Plan.

“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, accusations, allegations, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating in any way to any actual or alleged violation of or liability under any Environmental Law or relating to any permit issued, or any approval given, under any such Environmental Law, including, without limitation, any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to human health or the environment.

“Environmental Laws” means any Applicable Law relating to environmental protection or the manufacture, storage, remediation, disposal or clean-up of Hazardous Materials including, without limitation, the following: Clean Air Act, 42 U.S.C. § 7401 et seq.; Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; National Environmental Policy Act, 42 U.S.C. § 4321 et seq.; regulations of the Environmental Protection Agency, any applicable rule of common law and any judicial interpretation thereof relating primarily to the environment or Hazardous Materials, and any analogous or comparable state or local laws, regulations or ordinances that concern Hazardous Materials or protection of the environment.

“Equity Interest” means, with respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, whether or not certificated, any security convertible into or exchangeable for any share of capital

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stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination; provided, however, that “Equity Interest” will not include any Convertible Debt of the Borrower.

“Equity Percentage” means the aggregate ownership percentage of the Borrower or its Subsidiaries in each Unconsolidated Affiliate, which shall be calculated as the greater of (a) the Borrower’s direct or indirect nominal capital ownership interest in the Unconsolidated Affiliate as set forth in the Unconsolidated Affiliate’s organizational documents, and (b) the Borrower’s direct or indirect economic ownership interest in the Unconsolidated Affiliate reflecting the Borrower’s current allocable share of income and expenses of the Unconsolidated Affiliate.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Event” means, with respect to the ERISA Group, (a) a Reportable Event; (b) the withdrawal of a member of the ERISA Group from a Qualified Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA that results in the imposition of material liability under Section 4063 of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the incurrence by a member of the ERISA Group of any material liability with respect to the withdrawal or partial withdrawal from any Multiemployer Plan; (d) the incurrence by any member of the ERISA Group of any material liability under Title IV of ERISA with respect to the termination of any Qualified Plan or Multiemployer Plan; (e) the institution of proceedings by the PBGC to terminate a Qualified Plan or Multiemployer Plan; (f) the failure by any member of the ERISA Group to make when due required contributions to a Multiemployer Plan or Qualified Plan unless such failure is cured within 30 days or the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard; (g) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Qualified Plan or Multiemployer Plan or the imposition of material liability on any member of the ERISA Group under Section 4069 or 4212(c) of ERISA; (h) the receipt by any member of the ERISA Group of any notice or the receipt by any Multiemployer Plan from any member of the ERISA Group of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is reasonably expected to be, insolvent (within the meaning of Section 4245 of ERISA), or in “critical” status (within the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA); (i) the imposition of any material liability under Title IV of ERISA, other than for PBGC premiums upon any member of the ERISA Group or the imposition of any Lien upon any member of the ERISA Group in favor of the PBGC under Title IV of ERISA; or (j) a determination that a Qualified Plan is, or is reasonably expected to be, in “at risk” status (within the meaning of Section 430 of the Internal Revenue Code or Section 303 of ERISA).

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

“Erroneous Payment” has the meaning assigned to it in Section 12.12(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 12.12(d)(i).

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“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 12.12(d)(i).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 12.12(d)(i).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 12.12(e).

“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.

“Event of Default” means any of the events specified in Section 11.1, provided that any requirement for notice or lapse of time or any other condition has been satisfied.

“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the liability of such Loan Party for or the Guarantee of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the liability for or the Guarantee of such Loan Party or the grant of such Lien becomes effective with respect to such Swap Obligation (such determination being made after giving effect to any applicable keepwell, support or other agreement for the benefit of the applicable Loan Party, including under Section 31 of the Guaranty). If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or Lien is or becomes illegal for the reasons identified in the immediately preceding sentence of this definition.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits 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 applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Recipient, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Recipient with respect to an applicable interest in a Loan or Commitment pursuant to an Applicable Law in effect on the date on which (i) such Recipient acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 5.6) or (ii) such Recipient (if such Recipient is a Lender) changes its lending office, except in each case to the extent that, pursuant to Section 3.10, amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately before such Recipient became a party hereto or to such Recipient immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.10(g) and (d) any withholding Taxes imposed under FATCA.

“Existing Revolver Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of June 3, 2021, by and among STORE Capital, as borrower, KeyBank, as administrative agent, and the lenders party thereto, as amended, supplemented and otherwise modified and in effect immediately prior to the Agreement Date.

“Existing Revolving Commitment” means a “Revolving Commitment” under (and as defined in) the Existing Revolver Agreement.

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“Existing Revolving Loan” means a “Revolving Loan” under (and as defined in) the Existing Revolver Agreement.

“Existing Term Loan Agreement” means that certain Term Loan Credit Agreement, dated as of April 28, 2022, by and among STORE Capital, as borrower, KeyBank, as administrative agent, and the lenders party thereto, as amended, supplemented and otherwise modified and in effect immediately prior to the Agreement Date.

“Existing Term Loan” means a “Tranche A-1 Term Loan” and/or a “Tranche A-2 Term Loan”, in each case, under (and as defined in) the Existing Term Loan Agreement.

“Existing Letters of Credit” means each of the letters of credit identified on Schedule 1.1(A) of the Disclosure Letter, if any.

“Existing Note Purchase Agreements” means (a) that certain note purchase agreement dated April 28, 2016, among the Borrower and the purchasers named therein and (b) that certain note purchase agreement dated November 19, 2015 among the Borrower and the purchasers named therein.

“Extended Letter of Credit” has the meaning given that term in Section 2.4.(b).

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

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any intergovernmental agreement between a non-U.S. jurisdiction and the United States of America with respect to the foregoing and any law, regulation or practice adopted pursuant to any such intergovernmental agreement.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.

“Fee Letter” means, that certain fee letter dated on or about January 13, 2023, by and among the Borrower, KeyBank and KeyBanc Capital Markets Inc.

“Fees” means the fees and commissions provided for or referred to in Section 3.5 and any other fees payable by the Borrower hereunder, under the Fee Letter or under any other Loan Document.

“Fitch” means Fitch, Inc., and its successors.

“Floor” means, with respect to the Revolving Loans and the 2023 Term Loans, a rate of interest equal to zero percent (0.00%) per annum. The Floor for each Class of Incremental Term Loans shall be as set forth in the Incremental Amendment establishing such Class.

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“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“Fronting Exposure” means, at any time there is a Defaulting Lender that is a Revolving Lender, (a) with respect to each Issuing Bank, such Defaulting Lender’s Revolving Commitment Percentage of the outstanding Letter of Credit Liabilities attributable to such Issuing Bank other than Letter of Credit Liabilities as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized by such Defaulting Lender or by the Borrower in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Revolving Commitment Percentage of outstanding Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Future Advance Property” means an Unencumbered Asset which otherwise satisfies the requirements of this Agreement to be treated as an Unencumbered Asset, but which provides for the future advance of funds to be used by a Tenant at the related Real Estate, which future advances are detailed in the applicable Unencumbered Asset Documents, or if there are no Unencumbered Asset Documents, in a separate disbursement agreement with the Tenant.

“G Investor” means GIC (Realty) Private Limited or any Person wholly-owned and controlled (directly and/or indirectly) by GIC (Realty) Private Limited.

“GAAP” means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (including Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification”) or in such other statements by such other entity as may be approved by a significant segment of the accounting profession in the United States of America, which are applicable to the circumstances as of the date of determination.

“Governmental Approvals” means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

“Governmental Authority” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, administrative, public or statutory instrumentality, authority, body, agency, bureau, commission, board, department or other comparable authority (including, without limitation, the Federal Deposit Insurance Corporation, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank), or any arbitrator with authority to bind a party at law.

“Guaranteed Obligations” means, collectively, (a) the Obligations and (b) all existing or future payment and other obligations owing by any Loan Party under any Specified Derivatives Contract (other than any Excluded Swap Obligation).

“Guarantor” means any Person that is a party to the Guaranty as a “Guarantor”.

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“Guaranty”, “Guaranteed” or to “Guarantee” as applied to any obligation means and includes: (a) a guaranty (other than by endorsement of negotiable instruments for collection in the ordinary course of business), directly or indirectly, in any manner, of any part or all of such obligation, or (b) an agreement, direct or indirect, contingent or otherwise, and whether or not constituting a guaranty, the practical effect of which is to assure the payment or performance (or payment of damages in the event of nonperformance) of any part or all of such obligation whether by: (i) the purchase of securities or obligations, (ii) the purchase, sale or lease (as lessee or lessor) of property or the purchase or sale of services primarily for the purpose of enabling the obligor with respect to such obligation to make any payment or performance (or payment of damages in the event of nonperformance) of or on account of any part or all of such obligation, or to assure the owner of such obligation against loss, (iii) the supplying of funds to or in any other manner investing in the obligor with respect to such obligation, (iv) repayment of amounts drawn down by beneficiaries of letters of credit (including Letters of Credit), or (v) the supplying of funds to or investing in a Person on account of all or any part of such Person’s obligation under a Guaranty of any obligation or indemnifying or holding harmless, in any way, such Person against any part or all of such obligation. As the context requires, “Guaranty” shall also mean the guaranty executed and delivered pursuant to Section 6.1 or Section 8.14 and substantially in the form of Exhibit E.

“Hazardous Materials” means all or any of the following: (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable Environmental Laws as “hazardous substances”, “hazardous materials”, “hazardous wastes”, “toxic substances” or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, “TCLP” toxicity, or “EP toxicity”; (b) oil, petroleum or petroleum derived substances, natural gas, natural gas liquids or synthetic gas and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (c) any flammable substances or explosives or any radioactive materials; (d) asbestos in any form; (e) toxic mold; and (f) electrical equipment which contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty parts per million.

“Hybrid Lease” means an Asset pursuant to which (a) the Hybrid Lease Fee Owner owns fee simple title to the Real Estate, the Tenant owns fee simple title to the improvements on such Real Estate, and the Hybrid Lease Fee Owner leases such Real Estate to the Tenant and (b) such Tenant is the borrower under a Hybrid Mortgage from the Borrower or a Wholly Owned Subsidiary of the Borrower and which loan is secured by a first-priority mortgage on the improvements and such Tenant’s interest in the ground lease of such Real Estate.

“Hybrid Lease Fee Owner” means a Wholly Owned Subsidiary of the Borrower which owns fee simple title to a parcel of Real Estate in connection with a Hybrid Lease.

“Hybrid Mortgage” means a first priority mortgage loan on the improvements owned by the Tenant of a completed single-tenant commercial real estate property which is operationally essential to such Tenant, which includes, without limitation, such Tenant’s interest in the ground lease of such Real Estate.

“Improvements” means all buildings, structures, improvements and fixtures now erected on, attached to, or used or adapted for use in the operation of any Real Estate.

“Incremental Amendment” has the meaning given that term in Section 2.17.

“Incremental Facility” has the meaning given that term in Section 2.17.

“Incremental Term Loan” has the meaning given that term in Section 2.17.

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“Indebtedness” means, with respect to any Person, without duplication, any indebtedness of such person in respect of (1) borrowed money or evidenced by bonds, notes, debentures or similar instruments, (2) indebtedness secured by any Lien on any property or asset owned by such person, but, if such indebtedness has not been assumed by such Person, only to the extent of the lesser of (a) the amount of indebtedness so secured and (b) the fair market value (determined in good faith by the board of directors of such person or, in the case of the Borrower or a Subsidiary, by the Board of Directors of the Borrower or a duly authorized committee thereof) of the property subject to such Lien, (3) reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually issued or amounts representing the balance deferred and unpaid of the purchase price of any property or services except any such balance (i) that constitutes an accrued expense or trade payable, or (ii) in connection with any deferred compensation arrangement, or (4) any lease of property by such person as lessee that is required to be reflected on such person’s balance sheet as a capitalized lease in accordance with GAAP. The term “Indebtedness” also includes, to the extent not otherwise included, any non-contingent obligation of such person to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), Indebtedness of the types referred to above of another person (it being understood that Indebtedness will be deemed to be incurred by such person whenever such person creates, assumes, guarantees (on a non-contingent basis) or otherwise becomes liable in respect thereof); provided, however, that the term “Indebtedness” will not include (x) intercompany indebtedness (to the extent the corresponding intercompany receivable is not included in Consolidated Total Adjusted Asset Value); and (y) Guarantees of Non-Recourse Exclusions with respect to Non-Recourse Indebtedness of the Borrower or any of its Subsidiaries until such time as they become primary obligations of, and payments are due and required to be made thereunder by, the Borrower or any of its Subsidiaries.

“Indemnifiable Amounts” has the meaning given that term in Section 12.6.

“Indemnified Party” has the meaning given that term in Section 13.9.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document and (b) to the extent not otherwise described in the immediately preceding clause (a), Other Taxes.

“Information” has the meaning given that term in Section 13.8.

“Information Materials” has the meaning given that term in Section 9.6.

“Intellectual Property” has the meaning given that term in Section 7.1(s).

“Interest Expense” means, on any date of determination, with respect to the Borrower and its Subsidiaries, without duplication, total interest expense accruing or paid on Indebtedness of the Borrower and its Subsidiaries, on a Consolidated basis, during such period (including interest expense attributable to Capitalized Lease Obligations and amounts attributable to interest incurred under Derivatives Contracts), determined in accordance with GAAP, and including (without duplication) the Equity Percentage of Interest Expense for the Borrower’s and its Subsidiaries’ Unconsolidated Affiliates. Interest Expense shall not include non-cash interest expense, but shall include capitalized interest.

“Interest Period” means the period commencing on the date such Term SOFR Loan is made, or in the case of the Continuation of a Term SOFR Loan, the last day of the preceding Interest Period for such Term SOFR Loan, and ending on the numerically corresponding day in the first, third or sixth calendar month, thereafter (in each case, subject to the availability thereof), as the Borrower may select in a Notice

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of Borrowing, Notice of Continuation or Notice of Conversion, as the case may be, except that each Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month.

Notwithstanding the foregoing: (i) if any Interest Period for a Class of Loans would otherwise end after the Termination Date for such Class, such Interest Period shall end on such Termination Date; and (ii) each Interest Period that would otherwise end on a day which is not a Business Day shall end on the immediately following Business Day (or, if such immediately following Business Day falls in the next calendar month, on the immediately preceding Business Day).

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

“Investment” means, with respect to any Person, any acquisition or investment (whether or not of a controlling interest) by such Person, whether by means of any of the following: (a) the purchase or other acquisition of any Equity Interest in another Person, (b) a loan, advance or extension of credit to, capital contribution to, Guaranty of Indebtedness of, or purchase or other acquisition of any Indebtedness of, another Person, including any partnership or joint venture interest in 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 Real Estate or the business or a division or operating unit of another Person. Except as expressly provided otherwise, for purposes of determining compliance with any covenant contained in a Loan Document, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but determined net of all payments constituting returns of invested capital received in respect of such Investment and, in the case of a guaranty or similar obligation, such Investment will be reduced to the extent the exposure under such guaranty or similar obligation is reduced.

“IRS” means the Internal Revenue Service.

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

“Issuing Bank” means (a) KeyBank and (b) any other Revolving Lender or Revolving Lenders selected by the Borrower and reasonably acceptable to the Administrative Agent (such approval not to be unreasonably withheld or delayed) that agrees to become an Issuing Bank, in each case, in its capacity as an issuer of Letters of Credit issued by it pursuant to Section 2.4. If there is more than one Issuing Bank hereunder, then references to “Issuing Bank” shall refer to the applicable Issuing Bank with respect to a Letter of Credit, or to each Issuing Bank, as the context may require.

“Joint Bookrunners” means, collectively, KeyBanc Capital Markets Inc., Truist Bank, JPMorgan Chase Bank, N.A. and Capital One, National Association, in their capacities as joint bookrunners for the credit facilities under this Agreement.

“KeyBank” means KeyBank National Association, and its successors and assigns.

“L/C Commitment Amount” has the meaning given to that term in Section 2.4(a).

“L/C Disbursement” has the meaning given to that term in Section 3.9(b).

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“Lead Arrangers” means, collectively, KeyBanc Capital Markets Inc., Truist Bank, JPMorgan Chase Bank, N.A., Capital One, National Association and Regions Capital Markets, in their capacities as joint lead arrangers for the credit facilities under this Agreement.

“Lease” means each lease entered into between an Unencumbered Asset Owner which owns Real Estate and a Tenant, and each lease from a Hybrid Lease Fee Owner to a Tenant in a Hybrid Lease structure, each as amended or restated.

“Lender” means each financial institution from time to time party hereto as a “Lender” (including each Person that becomes a “Lender” pursuant to an Assignment and Assumption or Section 2.17) together with its respective successors and permitted assigns in accordance with Section 13.5, and, as the context requires, includes the Swingline Lender; provided, however, that the term “Lender”, except as otherwise expressly provided herein, shall exclude any Lender (or its Affiliates) in its capacity as a Specified Derivatives Provider.

“Lender Parties” means, collectively, the Administrative Agent, the Lenders, the Issuing Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 12.2, any other holder from time to time of any of any Obligations and, in each case, their respective successors and permitted assigns.

“Lending Office” means, for each Lender and for each Type of Loan, the office of such Lender specified in such Lender’s Administrative Questionnaire or in the applicable Assignment and Assumption, or such other office of such Lender as such Lender may notify the Administrative Agent in writing from time to time.

“Letter of Credit” has the meaning given that term in Section 2.4(a).

“Letter of Credit Collateral Account” means a special deposit account maintained by the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Banks and the Revolving Lenders, and under the sole dominion and control of the Administrative Agent.

“Letter of Credit Documents” means, with respect to any Letter of Credit, collectively, any application therefor, any certificate or other document presented in connection with a drawing under such Letter of Credit and any other agreement, instrument or other document governing or providing for (a) the rights and obligations of the parties concerned or at risk with respect to such Letter of Credit or (b) any collateral security for any of such obligations.

“Letter of Credit Liabilities” means, without duplication, at any time and in respect of any Letter of Credit, (a) the Stated Amount of such Letter of Credit plus (b) the aggregate unpaid principal amount of all Reimbursement Obligations of the Borrower at such time due and payable in respect of all drawings made under such Letter of Credit. For purposes of this Agreement, (i) a Revolving Lender (other than a Lender in its capacity as an Issuing Bank of a Letter of Credit) shall be deemed to hold a Letter of Credit Liability in an amount equal to its participation interest under Section 2.4 in such Letter of Credit, and the Lender that is the Issuing Bank of such Letter of Credit shall be deemed to hold a Letter of Credit Liability in an amount equal to its retained interest in such Letter of Credit after giving effect to the acquisition by the Revolving Lenders (other than the Lender then acting as the Issuing Bank of such Letter of Credit) of their participation interests under such Section and (ii) if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

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“Level” has the meaning given that term in the definition of the term “Applicable Margin.”

“Lien” as applied to the property of any Person means: (a) any security interest, encumbrance, mortgage, deed to secure debt, deed of trust, assignment of leases and rents, pledge, lien, hypothecation, assignment, charge or lease constituting a Capitalized Lease Obligation, conditional sale or other title retention agreement, or other security title or encumbrance of any kind in respect of any property of such Person, or upon the income, rents or profits therefrom; and (b) any arrangement, express or implied, under which any property of such Person is transferred, sequestered or otherwise identified for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person.

“Loan” means a Revolving Loan, a Term Loan or a Swingline Loan, as the context may require.

“Loan Document” means this Agreement, each Note, the Guaranty (if in effect), each Letter of Credit Document, the Fee Letter, the Disclosure Letter and each other document or instrument now or hereafter executed and delivered by a Loan Party in connection with, pursuant to or relating to this Agreement and designated as a Loan Document by the Borrower and the Administrative Agent (other than any Specified Derivatives Contract).

“Loan Party” means each of the Borrower, and each other Person who guarantees all or a portion of the Obligations and/or who pledges any collateral to secure all or a portion of the Obligations. Schedule 1.1(B) of the Disclosure Letter sets forth the Loan Parties in addition to the Borrower as of the Agreement Date.

“Lookback Day” has the meaning given that term in the definition of “Term SOFR”.

“Mandatorily Redeemable Stock” means, with respect to any Person, any Equity Interest of such Person which by the terms of such Equity Interest (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than an Equity Interest to the extent redeemable in exchange for common stock or other equivalent common Equity Interests at the option of the issuer of such Equity Interest), (b) is convertible into or exchangeable or exercisable for Indebtedness or Mandatorily Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in whole or in part (other than an Equity Interest which is redeemable solely in exchange for common stock or other equivalent common Equity Interests), in the case of each of clauses (a) through (c), on or prior to the latest Termination Date for any Class of Loans.

“Material Acquisition” means any acquisition by the Borrower or any Subsidiary in which the assets acquired exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries determined under GAAP as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 9.1 or 9.2, subject to Section 9.5.

“Material Adverse Effect” means a materially adverse effect on (a) the business, assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower and the other Loan Parties, taken as a whole, to perform their obligations under the Loan Documents, (c) the validity or enforceability of any of the Loan Documents, or (d) the rights and remedies of the Lenders, the Issuing Banks and the Administrative Agent under any of the Loan Documents.

“Material Contract” means any contract or other arrangement (other than Loan Documents and Specified Derivatives Contracts), whether written or oral, to which the Borrower, any Subsidiary or any other Loan Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

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“Material Credit Facility” means, as to the Borrower and its Subsidiaries,

(a) the Existing Note Purchase Agreements, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof;

(b) the Indenture dated March 15, 2018 (and all supplements thereto) between Borrower and Wilmington Trust, National Association, as Trustee, governing Borrower’s public offerings of $1,425,000,000 in aggregate principal amount of senior unsecured notes in March 2018, February 2019, November 2020 and November 2021; and

(c) any other agreement(s) creating or evidencing indebtedness for borrowed money (other than Non-Recourse Indebtedness) entered into on or after the Agreement Date by the Borrower or any Guarantor, or in respect of which the Borrower or any Guarantor is an obligor or otherwise provides a guarantee or other credit support, in a principal amount outstanding or available for borrowing equal to or greater than $250,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the date of the closing of such facility based on the exchange rate of such other currency).

“Maximum Total Leverage Ratio” has the meaning given that term in Section 10.1(a).

“Maximum Unsecured Leverage Ratio” has the meaning given that term in Section 10.1(e).

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Mortgage Note Receivables” means a mortgage loan on a commercial real estate property, and which Mortgage Note Receivable includes, without limitation, the indebtedness secured by a related first priority security instrument. Hybrid Leases and Hybrid Mortgages shall not be considered a Mortgage Note Receivable.

“Multiemployer Plan” means at any time a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding six plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such six-year period.

“Negative Pledge” means, with respect to a given asset, any provision of a document, instrument or agreement (other than any Loan Document or any Specified Derivatives Contract) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for Indebtedness of a Person; provided, however, that an agreement that (a) conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios or financial tests (including any financial ratio such as a maximum ratio of unsecured debt to unencumbered assets) that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge for purposes of this Agreement; or (b) requires the grant of a Lien to secure Unsecured Indebtedness permitted hereunder of such Person if a Lien is granted to secure the Obligations or other Unsecured Indebtedness permitted hereunder of such Person shall not constitute a “Negative Pledge” for purposes of this Agreement.

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“Net Income (or Loss)” means with respect to any Person (or any asset of any Person) for any period, the net income (or loss) of such Person (or attributable to such asset), determined in accordance with GAAP.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all or all affected Lenders (or all or all affected Lenders of a Class, as applicable) in accordance with the terms of Section 13.6. and (b) has been approved by the Requisite Lenders or, in the case of amendments that require the approval of all or all affected Lenders of a particular Class, Requisite Class Lenders of such Class.

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

“Non-Recourse Exclusions” means with respect to any Non-Recourse Indebtedness of any Person, any usual and customary exclusions from the non-recourse limitations governing such Indebtedness, including, without limitation, exclusions for claims that (i) are based on fraud, intentional or material misrepresentation, misapplication of funds, gross negligence or willful misconduct, (ii) result from intentional mismanagement of or waste at the Real Estate securing such Non-Recourse Indebtedness, (iii) arise from the presence of Hazardous Materials on the Real Estate securing such Non-Recourse Indebtedness; (iv) are the result of any unpaid real estate taxes and assessments (whether contained in a loan agreement, promissory note, indemnity agreement or other document); or (v) result from the borrowing Subsidiary and/or its assets becoming the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding.

“Non-Recourse Indebtedness” means with respect to a Person, (a) Indebtedness in respect of which recourse for payment (except for Non-Recourse Exclusions) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness or (b) if such Person is a Single Asset Entity, any Indebtedness of such Person. A loan secured by multiple properties owned by Single Asset Entities shall be considered Non-Recourse Indebtedness of such Single Asset Entities even if such Indebtedness is cross-defaulted and cross-collateralized with the loans to such other Single Asset Entities.

“Note” means a Revolving Note, a Term Note or a Swingline Note, as the context may require.

“Notice of Borrowing” means a notice executed by a Responsible Officer substantially in the form of Exhibit H (or such other form reasonably acceptable to the Administrative Agent and the Borrower and containing the information required in such Exhibit) to be delivered to the Administrative Agent pursuant to Section 2.1(b) or 2.2(b), as applicable, evidencing the Borrower’s request for a borrowing of Loans.

“Notice of Continuation” means a notice executed by a Responsible Officer substantially in the form of Exhibit F (or such other form reasonably acceptable to the Administrative Agent and the Borrower and containing the information required in such Exhibit) to be delivered to the Administrative Agent pursuant to Section 2.10 evidencing the Borrower’s request for the Continuation of a Term SOFR Loan.

“Notice of Conversion” means a notice executed by a Responsible Officer substantially in the form of Exhibit G (or such other form reasonably acceptable to the Administrative Agent and the Borrower and containing the information required in such Exhibit) to be delivered to the Administrative Agent pursuant to Section 2.11 evidencing the Borrower’s request for the Conversion of a Loan from one Type to another Type.

“Notice of Swingline Borrowing” means a notice executed by a Responsible Officer substantially in the form of Exhibit I (or such other form reasonably acceptable to the Administrative Agent and the Borrower and containing the information required in such Exhibit) to be delivered to the Swingline Lender pursuant to Section 2.5(b) evidencing the Borrower’s request for a Swingline Loan.

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“Obligations” means, individually and collectively: (a) the aggregate principal balance of, and all accrued and unpaid interest on, all Loans; (b) all Reimbursement Obligations and all other Letter of Credit Liabilities; and (c) all other indebtedness, liabilities, obligations, covenants and duties of the Borrower and the other Loan Parties owing to the Administrative Agent, the Issuing Bank or any Lender of every kind, nature and description, under or in respect of this Agreement or any of the other Loan Documents, including, without limitation, the Fees and indemnification obligations, whether direct or indirect, absolute or contingent, due or not due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any promissory note (and including in each case interest, fees and costs accruing or obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding). For the avoidance of doubt, “Obligations” shall not include any indebtedness, liabilities, obligations, covenants or duties in respect of Specified Derivatives Contracts, but shall include the Loan Parties’ obligations to pay, discharge and satisfy the Erroneous Payment Subrogation Rights.

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

“Off-Balance Sheet Obligations” means liabilities and obligations of the Borrower or any of its Subsidiaries or any other Person in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which the Borrower would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Borrower’s report on Form 10-Q or Form 10-K (or their equivalents) which the Borrower is required to file with the SEC or would be required to file if it were subject to the jurisdiction of the SEC (or any Governmental Authority substituted therefor).

“OS Investor” means (a) Blue Owl Capital, Inc. or any successor thereto, together with any investment fund or vehicle, parallel partnerships or alternative investment vehicles and any co-investment or managed vehicles Controlled, managed or advised by any of the foregoing entities or its Affiliate(s), (b) Oak Street Real Estate Capital, LLC or any successor thereto, together with any investment fund or vehicle, parallel partnerships or alternative investment vehicles and any co-investment or managed vehicles Controlled, managed or advised by any of the foregoing entities or its Affiliate(s), and/or (c) any entity comprising any other real estate investment fund or vehicle sponsored, managed or advised by Blue Owl Capital, Inc. or Oak Street Real Estate Capital, LLC or their respect Affiliate(s).

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (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, or engaged in any other transaction pursuant to or enforced any Loan or Loan Document).

“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, enforcement or 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 5.6.).

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“Paid in Full” or “Payment in Full” and any other similar terms, expressions or phrases shall mean, at any time, with respect to the Obligations or the Guaranteed Obligations, the irrevocable termination of all Commitments, the payment in full in cash of all Obligations (except undrawn Letters of Credit and Unasserted Obligations), including principal, interest, fees, costs (including post-petition interest, fees and costs even if such interest, fees and costs are not an allowed claim enforceable against any Loan Party in a bankruptcy case under applicable law) and premium (if any), and the discharge or Cash Collateralization of all Letters of Credit outstanding (or receipt of backstop letters of credit reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent). For purposes of this definition, “Unasserted Obligations” shall mean, at any time, contingent indemnity obligations in respect of which no claim or demand for payment has been made at such time.

“Participant” has the meaning given that term in Section 13.5(d).

“Participant Register” has the meaning given that term in Section 13.5(d).

“Patriot Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended from time to time, and any successor statute.

“Payment Recipient” has the meaning assigned to it in Section 12.12(a).

“PBGC” means the Pension Benefit Guaranty Corporation and any successor agency.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permitted Holder” means (i) each G Investor and/or (ii) each OS Investor.

“Permitted Liens” means, with respect to any Unencumbered Asset owned by a Person, (a) Liens securing taxes, assessments and other charges or levies imposed by any Governmental Authority (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws) or property owner association or similar entity or the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which are not at the time delinquent or required to be paid or discharged under Section 8.6; (b) Liens consisting of deposits or pledges made, in the ordinary course of business, in connection with, or to secure payment of, obligations under workmen’s compensation, unemployment insurance or other social security or other similar Applicable Laws; (c) Liens consisting of encumbrances in the nature of covenants, conditions, zoning restrictions, easements, and rights or restrictions on the use of real property, which do not materially detract from the value of such property or impair the use thereof in the business of such Person; (d) the rights of tenants under leases or subleases and the rights of managers or operators with respect to real or personal property made in the ordinary course of business, in each case, not interfering with the ordinary conduct of business of such Person; (e) Liens in favor of the Administrative Agent for the benefit of the Lenders and/or any Specified Derivatives Provider; (f) any option, contract or other agreement to sell an asset provided such sale is otherwise permitted by this Agreement; (g) Liens in favor of a Loan Party, Liens under the Unencumbered Asset Documents, and Liens disclosed in the title insurance policies (other than Liens securing Indebtedness) related to the properties subject to the Unencumbered Asset Documents; (h) Permitted Unsecured Indebtedness Restrictions; (i) with respect to any Property, any attachment or judgment Lien on such Property arising from a judgment or order against such Person by any court or other tribunal so long as (1) such judgment or order is paid, stayed or dismissed through appropriate appellate proceedings on or before 60 days from the date of entry and (2) the amount thereof is equal to or less than $500,000, and (j) such other Lien as Administrative Agent has approved or may approve in writing.

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“Permitted Unsecured Indebtedness Restrictions” means restrictions or provisions that are contained in documentation evidencing or governing Unsecured Indebtedness permitted hereunder which restrictions or provisions (i) impose restrictions on the ability of the Borrower and its Subsidiaries to agree to limitations on the ability of the Borrower or any Subsidiary thereof to transfer property to the Borrower or any Guarantor, (ii) impose restrictions on the ability of the Borrower and its Subsidiaries to agree to Negative Pledges, or (iii) impose a requirement that other Unsecured Indebtedness permitted hereunder be secured on an “equal and ratable basis” to the extent that the Loans are secured.

“Person” means any natural person, corporation, limited partnership, general partnership, joint stock company, limited liability company, limited liability partnership, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, or any other nongovernmental entity, or any Governmental Authority.

“Post-Default Rate” means, in respect of any principal of any Class of Loans, the rate otherwise applicable to such Class of Loans plus an additional two percent (2.0%) per annum and with respect to any other Obligation, a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans or Term Loans of the applicable Class (as applicable) that are Base Rate Loans plus two percent (2.0%).

“Preferred Distributions” means for any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due and payable during such period on Preferred Securities issued by the Borrower or any of its Subsidiaries. Preferred Distributions shall not include dividends or distributions: (a) paid or payable solely in Equity Interests of identical class payable to holders of such class of Equity Interests; (b) paid or payable to the Borrower or any of its Subsidiaries; or (c) constituting or resulting in the redemption of Preferred Securities, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

“Preferred Securities” means with respect to any Person, Equity Interests in such Person, which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation, or both.

“Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by the Lender then acting as the Administrative Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Lender acting as Administrative Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

“Principal Office” means the office of the Administrative Agent located at 127 Public Square, Cleveland, Ohio 44114-1306, or any other subsequent office that the Administrative Agent shall have specified as the Principal Office by written notice to the Borrower and the Lenders.

“Pro Rata Share” means, as to each Lender, the ratio, expressed as a percentage of (a) (i) the aggregate amount of such Lender’s Commitments plus (ii) the aggregate amount of such Lender’s outstanding Term Loans (if any) to (b) (i) the aggregate amount of the Commitments of all Lenders plus (ii) the aggregate principal amount of all outstanding Term Loans (if any) of all Lenders; provided, however, that if at the time of determination the Commitments have been terminated or reduced to zero, the “Pro Rata Share” of each Lender shall be the ratio, expressed as a percentage of (A) the sum of the aggregate principal amount of all outstanding Loans and Letter of Credit Liabilities owing to such Lender as of such date to (B) the sum of the aggregate unpaid principal amount of all outstanding Loans and Letter of Credit Liabilities of all Lenders as of such date. If at the time of determination the Commitments have been terminated or reduced to zero and there are no outstanding Loans or Letter of Credit Liabilities, then the Pro Rata Shares of the Lenders shall be determined as of the most recent date on which Commitments were

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in effect or Loans or Letters of Credit Liabilities were outstanding. For purposes of this definition, a Revolving Lender shall be deemed to hold a Swingline Loan or a Letter of Credit Liability to the extent such Revolving Lender has acquired a participation therein under the terms of this Agreement and has not failed to perform its obligations in respect of such participation.

“Property” means, with respect to any Person, any parcel of real property, together with any building, facility, structure, equipment or other asset located on such parcel of real property, in each case owned by such Person.

“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.

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

“QFC Credit Support” shall have the meaning assigned thereto in Section 13.22.

“Qualified IPO” means (i) the issuance by the Borrower, or any direct or indirect parent thereof that holds 100% of the Equity Interests in the Borrower, of its Equity Interests, or the sale by any direct or indirect parent of the Borrower that holds 100% of the Equity Interests in the Borrower, of the common Equity Interests of the Borrower owned by such parent, in each case in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act or a direct listing of the Borrower’s Equity Interests in the United States on a national securities exchange or (ii) the merger by the Borrower, or any direct or indirect parent thereof that holds 100% of the Equity Interests in the Borrower, with, or the acquisition of all of the Equity Interests of the Borrower, or any direct or indirect parent thereof that holds 100% of the Equity Interests in the Borrower by, any special purpose acquisition company following which, the common stock of the surviving company or acquirer (or any parent thereof that holds 100% of the surviving company or acquirer) is listed in the United States on a national securities exchange.

“Qualified Plan” means any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by any member of the ERISA Group the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

“Qualified Stock” of any person shall mean any Equity Interest of such person that does not constitute Mandatorily Redeemable Stock.

“Qualifying Note Receivable” means either (a) a loan originated and owned by the Borrower or a Wholly Owned Subsidiary of the Borrower to a Person that is not an Affiliate of the Borrower that operates a commercial business and with whom the Borrower or a Wholly Owned Subsidiary of the Borrower simultaneously enters into a sale-leaseback transaction, or (b) a loan originated and owned by the Borrower or a Wholly Owned Subsidiary of the Borrower to a Person that is not an Affiliate of the Borrower that operates a single-user commercial business from the real estate that is security for such loan, and which loan is secured by a first-priority mortgage in the related real estate and improvements. For the avoidance of doubt, Hybrid Leases and Hybrid Mortgages shall not constitute a Qualifying Note Receivable.

“Real Estate” means all real property and related Improvements at the time of determination then owned or leased (as lessee or sublessee) in whole or in part or operated by the Borrower or any of its Subsidiaries, or an Unconsolidated Affiliate of the Borrower.

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“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

“Recourse Indebtedness” means as of any date of determination, any Indebtedness (whether secured or unsecured) which is recourse to the Borrower or any of its Subsidiaries. Recourse Indebtedness shall not include Non-Recourse Indebtedness.

“Register” has the meaning given that term in Section 13.5(c).

“Regulatory Change” means the occurrence after the Agreement Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in Applicable Law (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or (c) the adoption or making after such date of any interpretation, directive or request of or under any Applicable Law (whether or not having the force of law) by any Governmental Authority or monetary authority charged with the interpretation or administration thereof or compliance by any Lender with any request or directive regarding capital adequacy or liquidity. 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 and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued.

“Reimbursement Obligation” means the absolute, unconditional and irrevocable obligation of the Borrower to reimburse the applicable Issuing Bank for any drawing honored by such Issuing Bank under a Letter of Credit.

“REIT” means a “real estate investment trust” under Sections 856 through 860 of the Internal Revenue Code.

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

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

“Reportable Event” means a reportable event with respect to a Qualified Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived or any other event with respect to which Borrower or any member of the ERISA Group could have liability under §4062(e) or §4063 of ERISA.

“Requisite Class Lenders” means, with respect to a Class of Lenders as of any date of determination, Lenders of such Class (a) having more than 50.0% of the aggregate amount of the Commitments of such Class and, in the case of Term Loans of any Class, the outstanding Term Loans of such Class (if any) of all Lenders or (b) if the Commitments of such Class have been terminated or reduced to zero, holding more than 50.0% of the principal amount of the aggregate outstanding Loans of such Class, and in the case of Revolving Lenders, outstanding Letter of Credit Liabilities and Swingline Loans; provided that (i) in determining such percentage at any given time, all then existing Defaulting Lenders of such Class will be disregarded and excluded, and (ii) at all times when two or more unaffiliated Lenders

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(excluding Defaulting Lenders) of such Class are party to this Agreement, the term “Requisite Class Lenders” shall in no event mean less than two unaffiliated Lenders of such Class. For purposes of this definition, a Revolving Lender shall be deemed to hold a Swingline Loan or a Letter of Credit Liability to the extent such Lender has acquired a participation therein under the terms of this Agreement and has not failed to perform its obligations in respect of such participation.

“Requisite Lenders” means, as of any date, (a) Lenders having more than 50.0% of the aggregate amount of the Commitments and the outstanding Term Loans (if any) of all Lenders, or (b) if the Commitments have been terminated or reduced to zero, Lenders holding more than 50.0% of the principal amount of the aggregate outstanding Loans and Letter of Credit Liabilities; provided that (i) in determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded, and (ii) at all times when two or more unaffiliated Lenders (excluding Defaulting Lenders) are party to this Agreement, the term “Requisite Lenders” shall in no event mean less than two unaffiliated Lenders. For purposes of this definition, a Revolving Lender shall be deemed to hold a Swingline Loan or a Letter of Credit Liability to the extent such Lender has acquired a participation therein under the terms of this Agreement and has not failed to perform its obligations in respect of such participation.

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

“Responsible Officer” means with respect to the Borrower or any Subsidiary, the chief executive officer, the president, the chief financial officer, the chief accounting officer, the chief operating officer and any executive vice president of the Borrower or such Subsidiary and any other Person the Borrower shall designate by written notice to the Administrative Agent.

“Revolving Commitment” means, as to each Revolving Lender (other than the Swingline Lender), such Revolving Lender’s obligation to make Revolving Loans pursuant to Section 2.1, to issue (in the case of an Issuing Bank) and to participate (in the case of the other Revolving Lenders) in Letters of Credit pursuant to Section 2.4(i), and to participate in Swingline Loans pursuant to Section 2.5(e), in an amount up to, but not exceeding the amount set forth for such Revolving Lender on Schedule I to the Disclosure Letter as such Revolving Lender’s “Revolving Commitment Amount” or as set forth in the applicable Assignment and Assumption, or agreement executed by a Person becoming a Revolving Lender pursuant to Section 2.17, as the same may be reduced from time to time pursuant to Section 2.13 or increased or reduced as appropriate to reflect any assignments to or by such Revolving Lender effected in accordance with Section 13.5 or increased as appropriate to reflect any increase effected in accordance with Section 2.17.

“Revolving Commitment Increase” has the meaning given that term in Section 2.17.

“Revolving Commitment Percentage” means, as to each Lender with a Revolving Commitment, the ratio, expressed as a percentage, of (a) the amount of such Lender’s Revolving Commitment to (b) the aggregate amount of the Revolving Commitments of all Revolving Lenders; provided, however, that if at the time of determination the Revolving Commitments have been terminated or reduced to zero, the “Revolving Commitment Percentage” of each Lender with a Revolving Commitment shall be the “Revolving Commitment Percentage” of such Lender in effect immediately prior to such termination or reduction.

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

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“Revolving Lender” means a Lender having a Revolving Commitment, or if the Revolving Commitments have been terminated or reduced to zero, holding any Revolving Loans or Letter of Credit Liabilities.

“Revolving Loan” means a loan made by a Revolving Lender to the Borrower pursuant to Section 2.1(a).

“Revolving Note” means a promissory note of the Borrower substantially in the form of Exhibit K, (or such other form agreed by the Administrative Agent and the Borrower) payable to a Revolving Lender in a principal amount equal to the amount of such Lender’s Revolving Commitment.

“Revolving Termination Date” means February 3, 2027, or such later date to which the Revolving Termination Date may be extended pursuant to Section 2.14.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor.

“Sanctioned Country” means, at any time, a country, region or territory which is, or whose government is, the subject or target of any Sanctions (at the Agreement Date, Crimea, Cuba, Iran, North Korea, Syria and the Donetsk People’s Republic and Luhansk People’s Republic regions of the Ukraine).

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

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

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

“Secured Indebtedness” means, with respect to any Person, Indebtedness of such Person outstanding at such date and that is secured in any manner by any Lien on assets of such Person.

“Securities Act” means the Securities Act of 1933, as amended from time to time, together with all rules and regulations issued thereunder.

“Single Asset Entity” means a bankruptcy remote, single purpose entity which is a Subsidiary of the Borrower, which owns real property and related assets which are security for Indebtedness of such entity, and which Indebtedness does not constitute Indebtedness of any other Person except as provided in the definition of Non-Recourse Indebtedness (except for Non-Recourse Exclusions). In addition, if the assets of a Person that is a bankruptcy remote, single purpose entity which is a Subsidiary of the Borrower and which is not a Guarantor consist solely of (i) Equity Interests in one or more other Single Asset Entities and (ii) cash and other assets of nominal value incidental to such Person’s ownership of the other Single Asset Entities, such Person shall also be deemed to be a Single Asset Entity for purposes hereof.

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

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

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Loan” means a Term SOFR Loan or a Daily Simple SOFR Loan, as applicable.

“SOFR Determination Day” has the meaning given that term in the definition of “Daily Simple SOFR”.

“SOFR Rate Day” has the meaning given that term in the definition of “Daily Simple SOFR”.

“Solvent” means, when used with respect to any Person, that (a) the fair value and the fair salable value of its assets are each in excess of the fair valuation of its total liabilities (including all contingent liabilities computed at the amount which, in light of all facts and circumstances existing at such time, represents the amount that could reasonably be expected to become an actual and matured liability); (b) such Person is able to pay its debts or other obligations in the ordinary course as they mature; and (c) such Person has capital not unreasonably small to carry on its business and all business in which it proposes to be engaged.

“Specified Derivatives Contract” means any Derivatives Contract that is made or entered into at any time, or in effect at any time now or hereafter, whether as a result of an assignment or transfer or otherwise, between or among any Loan Party and any Specified Derivatives Provider, and which was not prohibited by any of the Loan Documents when made or entered into.

“Specified Derivatives Provider” means any Person that (a) at the time it enters into a Specified Derivatives Contract with a Loan Party, is the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or of a Lender or (b) at the time it (or its Affiliate) becomes the Administrative Agent or a Lender (including on the Effective Date), is a party to a Specified Derivatives Contract with a Loan Party, in each case in its capacity as a party to such Specified Derivatives Contract.

“Stated Amount” means the amount available to be drawn by a beneficiary under a Letter of Credit from time to time, as such amount may be increased or reduced from time to time in accordance with the terms of such Letter of Credit.

“STORE Capital” has the meaning given that term in the recitals hereto.

“Subsidiary” means, for any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other individuals performing similar functions of such corporation, partnership, limited liability company or other entity (without regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the accounts of which are consolidated with those of such Person pursuant to GAAP.

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“Substantial Amount” means, at the time of determination thereof, an amount equal to 25% of Consolidated Total Adjusted Asset Value at such time.

“Supported QFC” shall have the meaning assigned thereto in Section 13.22.

“Sustainability Metric” means, an environmental sustainability metric relating to the Borrower and its Subsidiaries to be agreed by the Borrower and the Administrative Agent (acting at the direction of the Requisite Lenders).

“Sustainability Metric Pricing Grid” has the meaning given that term in the definition of “Applicable Margin.”

“Sustainability Metric Period” means the period in which Sustainability Metric Pricing Grid shall apply in accordance with the Sustainability Metric Procedures.

“Sustainability Metric Procedures” means the procedures and timeline for measuring, reporting and certifying to the Borrower’s and its Subsidiaries’ performance under the Sustainability Metric, as may be agreed by the Borrower and the Administrative Agent.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swingline Commitment” means the Swingline Lender’s obligation to make Swingline Loans pursuant to Section 2.5 in an amount up to, but not exceeding the amount set forth in the first sentence of Section 2.5(a), as such amount may be reduced from time to time in accordance with the terms hereof.

“Swingline Disbursement” has the meaning given to that term in Section 3.9(b).

“Swingline Lender” means KeyBank, together with its successors and assigns.

“Swingline Loan” means a loan made by the Swingline Lender to the Borrower pursuant to Section 2.5.

“Swingline Maturity Date” means the date which is 5 Business Days prior to the Revolving Termination Date.

“Swingline Note” means the promissory note of the Borrower substantially in the form of Exhibit L (or such other form agreed by the Administrative Agent and the Borrower), payable to the Swingline Lender in a principal amount equal to the amount of the Swingline Commitment as originally in effect and otherwise duly completed.

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

“Tenant” means the tenant of an Unencumbered Asset pursuant to a Lease or sub-Lease of such Unencumbered Asset, together with such tenant’s Affiliates and any guarantor of such tenant’s obligations under such Lease or sub-Lease. A Tenant shall include each tenant under a Hybrid Lease and their sublessees.

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“Term Loan” means a 2023 Term Loan or an Incremental Term Loan (if any).

“Term Loan Increase” has the meaning given that term in Section 2.17.

“Term Loan Lender” means a Lender holding Term Loans, including without limitation, any 2023 Term Loan Lender.

“Term Note” means a promissory note of the Borrower substantially in the form of Exhibit M (or such other form agreed by the Administrative Agent and the Borrower), payable to a Term Loan Lender of any Class in a principal amount equal to the amount of such Term Loan Lender’s Term Loan of such Class.

“Term SOFR” means, (a) for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Lookback Day”) that is two U.S. Government Securities Business Days prior to the first day of such Interest Period (and rounded in accordance with the Administrative Agent’s customary practice), as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (Cleveland, Ohio time) on any Lookback Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Lookback Day and (b) for any calculation with respect to a Base Rate Loan, the Term SOFR Reference Rate for a tenor of one (1) month on the day that is two (2) U.S. Government Securities Business Days prior to the date the Base Rate is determined, subject to the proviso provided in clause (a) above.

“Term SOFR Adjustment” means, for any calculation with respect to a Term SOFR Loan, a percentage per annum as set forth below for the applicable Type of such Loan and (if applicable) the Interest Period therefor:

Interest Period	Percentage
One month		0.100	%
Three months		0.100	%
Six months		0.100	%

“Term SOFR Administrator” means CME Group Benchmark Administration Ltd. (or a successor administrator of the Term SOFR Reference Rate, as selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (c) of the definition of Base Rate.

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

“Termination Date” means (a) with respect to the Revolving Loans and Revolving Commitments, the Revolving Termination Date, (b) with respect to the 2023 Term Loans, the 2023 Term Loan Termination Date and (c) with respect to an Incremental Term Loan, the maturity date for such Class of Incremental Term Loans set forth in the Incremental Amendment establishing such Class of Incremental Term Loans.

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“Titled Agent” has the meaning given that term in Section 12.9.

“Trade Date” has the meaning given that term in Section 13.5(g).

“Trading with the Enemy Act” has the meaning given that term in Section 7.1(y).

“Type” with respect to any Revolving Loan or Term Loan, refers to whether such Loan or portion thereof is a Term SOFR Loan, a Daily Simple SOFR Loan or a Base Rate Loan.

“UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

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

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

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

“Unconsolidated Affiliate” means, with respect to any Person, any other Person in whom such Person holds an Investment, which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person if such financial statements were prepared in accordance with the full consolidation method of GAAP as of such date.

“Unencumbered Asset” means any Asset, real or personal, of any kind, tangible or intangible, which satisfies all of the following requirements:

(a) such Asset is wholly owned (and in the case of any Real Estate, is wholly owned in fee simple, or leased under an Eligible Ground Lease), by (i) the Borrower, or (ii) a Wholly Owned Subsidiary of the Borrower (excluding any Designated Excluded Subsidiary and any Subsidiary of a Designated Excluded Subsidiary);

(b) such Asset is (i) Real Estate (including lease intangibles related to any such Real Estate), (ii) cash or Cash Equivalents (other than tenant deposits and other cash and Cash Equivalents the disposition of which is restricted in any way), (iii) a Hybrid Lease and a Hybrid Mortgage or (iv) a Qualifying Note Receivable;

(c) if such Asset is owned by a Subsidiary, such Subsidiary, and each Subsidiary of the Borrower that directly or indirectly owns any Equity Interests in such Subsidiary, either (i) is a Guarantor or (ii) if it is not a Guarantor, has not incurred, acquired or suffered to exist (A) any Indebtedness (other than Indebtedness owed to the Borrower or a Guarantor) or (B) any Guaranty of any Indebtedness (other than Indebtedness owed to the Borrower or a Guarantor);

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(d) regardless of whether such Asset is owned by the Borrower or a Subsidiary, the Borrower has the right directly, or indirectly through a Subsidiary, to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such Asset as security for Indebtedness of the Borrower or such Subsidiary, as applicable, and (ii) to sell, transfer or otherwise dispose of such Asset;

(e) neither such Asset, nor if such Asset is owned by a Subsidiary, any of the Borrower’s direct or indirect ownership interest in such Subsidiary, is subject to (i) any Lien other than Permitted Liens or (ii) any Negative Pledge (other than Negative Pledges in favor of Loan Parties);

(f) such Asset is free of all structural defects, title defects and environmental conditions except for such defects or conditions individually or collectively which do not materially adversely affect the profitable operation of such Asset; and

(g) the Property related to such Asset is located in the United States or Canada.

Notwithstanding the foregoing, any Asset approved by the Requisite Lenders shall be deemed to be an Unencumbered Asset even if such Asset does not satisfy all of the requirements herein, so long as such Asset continues to satisfy all those remaining requirements in this definition that were satisfied by such Asset at the time of such Requisite Lender approval.

“Unencumbered Asset Certificate” means a report, certified by a Responsible Officer of the Borrower in the manner provided for in Exhibit N, setting forth the calculations required to establish Consolidated Total Adjusted Unencumbered Asset Value as of a specified date, all in form and detail as set forth in Exhibit N (or such other form reasonably satisfactory to the Administrative Agent and the Borrower).

“Unencumbered Asset Documents” means originals of all documents, instruments, agreements, assignments and certificates, including without limitation, any and all loan or credit agreements, notes, allonges or endorsements, master loan agreements, mortgages, assignments of leases and rents, security agreements, pledge agreements, assignments of contracts, environmental indemnities, guaranties, mortgagee’s title insurance policies, opinions of counsel, evidences of authorization or incumbency, escrow instructions and UCC-1 financing statements, evidencing, securing or otherwise relating to the Unencumbered Assets.

“Unencumbered Asset Owner” means, with respect to:

(a) each Unencumbered Asset that is not subject to a Qualifying Note Receivable or Hybrid Lease, a Wholly Owned Subsidiary of Borrower;

(b) each Unencumbered Asset that is subject to a Qualifying Note Receivable, the borrower or maker of such loan approved by the Administrative Agent or the Borrower or Wholly Owned Subsidiary which is the holder of such loan, as the context permits or requires; and

(c) each Hybrid Lease, collectively, the Hybrid Lease Fee Owner and the Tenant which is the owner of the related Improvements.

“Unencumbered NOI” means, for any calculation date, the aggregate net operating income as of such date for all Unencumbered Assets calculated as (a) annualized Cash Revenues on the Unencumbered Assets calculated as of the end of the most recent quarter minus (b) annualized property expenses (those expenses of the Borrower and its Subsidiaries related to the ownership, operation or maintenance of such Unencumbered Assets, including but not limited to, real estate taxes, assessments, insurance, utilities, maintenance, repair and landscaping expenses, marketing expenses and any property management fees) of such Unencumbered Assets calculated based on property expenses as of the most recent quarter and minus

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(c) annualized corporate general and administrative expenses of the Borrower and its Subsidiaries on a consolidated basis multiplied by a fraction, the numerator of which shall be Consolidated Total Adjusted Unencumbered Asset Value as of the calculation date and the denominator of which shall be Consolidated Total Adjusted Asset Value as of the calculation date.

“Unimproved Land” means land (i) on which no development (other than improvements that are not material and are temporary in nature) has occurred and (ii) that remains less than one hundred percent (100%) leased to an unaffiliated third party pursuant to a Lease under which rent is currently being paid.    

“Unsecured Indebtedness” means, with respect to a Person, Indebtedness of such Person that is not Secured Indebtedness.

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

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

“U.S. Special Resolution Regimes” shall have the meaning assigned thereto in Section 13.22.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 3.10(g)(ii)(B)(III).

“Wholly Owned Subsidiary” means any Subsidiary of a Person in respect of which all of the Equity Interests (other than, in the case of a corporation, directors’ qualifying shares) are at the time directly or indirectly owned or controlled by such Person or one or more other Wholly Owned Subsidiaries of such Person or by such Person and one or more other Wholly Owned Subsidiaries of such Person.

“Withdrawal Liability” means any liability as a result of a complete or partial withdrawal from a Multiemployer Plan as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means (a) the Borrower, (b) any other Loan Party and (c) the Administrative Agent, as applicable.

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

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Section 1.2. General; References to Eastern Time; GAAP.

(a) Unless otherwise indicated, all accounting terms, ratios and measurements shall be interpreted or determined in accordance with GAAP as in effect as of the Agreement Date. References in this Agreement to “Sections”, “Articles” and “Exhibits” are to sections, articles and exhibits herein and hereto unless otherwise indicated. References in this Agreement to any document, instrument or agreement (a) shall include all exhibits and other attachments thereto, (b) except as expressly provided otherwise in any Loan Document, shall include all documents, instruments or agreements issued or executed in replacement thereof, to the extent permitted hereby and (c) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, supplemented, restated or otherwise modified from time to time to the extent not otherwise stated herein or prohibited hereby and in effect at any given time. Except as expressly provided otherwise in any Loan Document, (i) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, extended, restated, replaced or supplemented from time to time and (ii) any reference to any Person shall be construed to include such Person’s permitted successors and permitted assigns. 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”. The word “or” has the inclusive meaning represented by the phrase “and/or”. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter. References to “hereof,” “herein” and “hereunder” (and similar terms) in any Loan Document refer to such Loan Document as a whole and not to any particular provision of such Loan Document. Unless explicitly set forth to the contrary, a reference to “Subsidiary” means a Subsidiary of the Borrower or a Subsidiary of such Subsidiary and a reference to an “Affiliate” means an Affiliate of the Borrower. Titles and captions of Articles, Sections, subsections and clauses in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement. Unless otherwise indicated, all references to time are references to Eastern time daylight or standard, as applicable.

(b) Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial covenants) shall be made in accordance with GAAP as in effect on the Agreement Date consistently applied for all applicable periods, and all accounting or financial terms shall have the meanings ascribed to such terms by 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 the Borrower notifies Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if Administrative Agent notifies the Borrower that the Requisite Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. 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 the Borrower, the Administrative Agent or the Requisite Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Requisite Lenders, not to be unreasonably withheld).

Section 1.3. Rates

The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Adjusted Daily Simple SOFR, Daily Simple SOFR, SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or

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replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Adjusted Daily Simple SOFR, Daily Simple SOFR, SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, Adjusted Daily Simple SOFR, Daily Simple SOFR, SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, Adjusted Daily Simple SOFR, Daily Simple SOFR, SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.4. Divisions.

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

ARTICLE II. CREDIT FACILITY

Section 2.1. Revolving Loans.

(a) Making of Revolving Loans. Subject to the terms and conditions set forth in this Agreement, including without limitation, Section 2.16, each Revolving Lender severally and not jointly agrees to make Revolving Loans in Dollars to the Borrower during the period from and including the Effective Date to but excluding the Revolving Termination Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, such Revolving Lender’s Revolving Commitment; provided that after giving effect to such borrowing, (i) such Revolving Lender’s Revolving Credit Exposure shall not exceed its Revolving Commitment and (ii) the aggregate Revolving Credit Exposure of all Revolving Lenders shall not exceed the aggregate Revolving Commitments of all Revolving Lenders. Each borrowing of Revolving Loans that are to be (i) Base Rate Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess thereof and (ii) SOFR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $250,000 in excess thereof. Notwithstanding the immediately preceding two sentences but subject to Section 2.16, a borrowing of Revolving Loans may be in the aggregate amount of the unused Revolving Commitments. Within the foregoing limits and subject to the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans.

(b) Requests for Revolving Loans. Not later than 2:00 p.m. Eastern time at least 1 Business Day prior to a borrowing of Revolving Loans that are to be Base Rate Loans and not later than 2:00 p.m. Eastern time at least 3 Business Days prior to a borrowing of Revolving Loans that are to be SOFR Loans, the Borrower shall deliver to the Administrative Agent a Notice of Borrowing. Each Notice of Borrowing shall specify the aggregate principal amount of the Revolving Loans to be borrowed, the date such

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Revolving Loans are to be borrowed (which must be a Business Day), the Type of the requested Revolving Loans, and if such Revolving Loans are to be Term SOFR Loans, the initial Interest Period for such Revolving Loans. Each Notice of Borrowing shall be irrevocable once given and binding on the Borrower. Prior to delivering a Notice of Borrowing, the Borrower may (without specifying whether a Revolving Loan will be a Base Rate Loan or a SOFR Loan) request that the Administrative Agent provide the Borrower with the most recent Term SOFR rate available to the Administrative Agent. The Administrative Agent shall provide such quoted rate to the Borrower on the date of such request or as soon as possible thereafter.

(c) Funding of Revolving Loans. Promptly after receipt of a Notice of Borrowing under the immediately preceding subsection (b), the Administrative Agent shall notify each Revolving Lender of the proposed borrowing. Each Revolving Lender shall deposit an amount equal to the Revolving Loan to be made by such Lender to the Borrower with the Administrative Agent at the Principal Office, in immediately available funds not later than 12:00 p.m. Eastern time on the date of such proposed Revolving Loans. Subject to fulfillment of all applicable conditions set forth herein, the Administrative Agent shall make available to the Borrower in the account specified in the Notice of Borrowing or otherwise specified in writing by a Responsible Officer of the Borrower, not later than 3:00 p.m. Eastern time on the date of the requested borrowing of Revolving Loans, the proceeds of such amounts received by the Administrative Agent.

(d) Assumptions Regarding Funding by Revolving Lenders. With respect to Revolving Loans to be made after the Effective Date, unless the Administrative Agent shall have been notified by any Revolving Lender that such Lender will not make available to the Administrative Agent a Revolving Loan to be made by such Lender in connection with any borrowing, the Administrative Agent may assume that such Lender will make the proceeds of such Revolving Loan available to the Administrative Agent in accordance with this Section, and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower the amount of such Revolving Loan to be provided by such Lender. In such event, if such Lender does not make available to the Administrative Agent the proceeds of such Revolving Loan, then such Lender and the Borrower severally agree to pay to the Administrative Agent on demand the amount of the portion of such Lender’s Pro Rata Share of such Revolving Loan that such Lender failed to fund, with interest thereon, for each day from and including the date such Revolving Loan is made available to the Borrower but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Revolving Loans that are Base Rate Loans. If the Borrower and such Lender shall pay the amount of such interest to the Administrative Agent for the same or overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays to the Administrative Agent the amount of such Revolving Loan, the amount so paid shall constitute such Lender’s Revolving Loan included in the borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Revolving Lender that shall have failed to make available the proceeds of a Revolving Loan to be made by such Lender (including, if applicable, treatment of such Lender as a Defaulting Lender in accordance with the terms of this Agreement).

Section 2.2. 2023 Term Loans.

(a) Subject to the terms and conditions set forth in this Agreement, each 2023 Term Loan Lender agrees, severally and not jointly, to make a 2023 Term Loan to the Borrower on the Effective Date in an amount equal to the 2023 Term Loan Commitment of such 2023 Term Loan Lender. The Borrower may make only one borrowing under the 2023 Term Loan Commitment, which shall be on the Effective Date. Each Lender’s 2023 Term Loan Commitment shall terminate immediately and without further action

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on the Effective Date after giving effect to the funding of such Lender’s 2023 Term Loan Commitment on the Effective Date. Any amount borrowed under this Section 2.2 and subsequently repaid or prepaid may not be reborrowed.

(b) Procedure for Term Loan Borrowing.

(i) Not later than 2:00 p.m. Eastern time on the date of borrowing of Term Loans that are to be Base Rate Loans and not later than 2:00 p.m. Eastern time at least 3 Business Days (or in the case of the initial borrowing of Term Loans on the Closing Date, 1 Business Day) prior to a borrowing of Term Loans that are to be SOFR Loans, the Borrower shall deliver to the Administrative Agent a Notice of Borrowing. Each Notice of Borrowing shall specify the aggregate principal amount of the Term Loans to be borrowed, the date such Term Loans are to be borrowed (which must be a Business Day), the Class of the requested Term Loans, the Type of the requested Term Loans, and if such Term Loans are to be Term SOFR Loans, the initial Interest Period for such Term Loans. Each Notice of Borrowing shall be irrevocable once given and binding on the Borrower (provided that the initial Notice of Borrowing for Term Loans to be borrowed on the Closing Date shall be conditioned on the substantially simultaneous consummation of the Acquisition).

(ii) Upon satisfaction or waiver of the conditions precedent specified herein, each applicable Term Loan Lender shall make its Term Loan of the applicable Class available to the Administrative Agent not later than 12:00 p.m. Eastern time on the applicable Borrowing Date (or 4:00 p.m. Eastern time, in respect of any borrowing of Base Rate loans) by wire transfer of same day funds in Dollars, at the principal office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall (x) in the case of the borrowing of the 2023 Term Loans on the Closing Date, (A) first, apply the proceeds of such 2023 Term Loans to the repayment of the Existing Term Loans under the Existing Term Loan Agreement and (B) second, make any remaining proceeds of the 2023 Term Loans available to the Borrower on the Effective Date by causing an amount of same day funds in Dollars equal to such remaining proceeds of the 2023 Term Loans received by Administrative Agent from the applicable Term Loan Lenders to be credited to the account of the Borrower at the principal office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the Borrower and (y) in the case of any other borrowing of Term Loans, make the proceeds of the applicable Term Loans available to the Borrower on the applicable Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from the applicable Term Loan Lenders to be credited to the account of the Borrower at the principal office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the Borrower.

Section 2.3. [Reserved].

Section 2.4. Letters of Credit.

(a) Letters of Credit. Subject to the terms and conditions of this Agreement, including without limitation, Section 2.16., each Issuing Bank severally and not jointly, on behalf of the Revolving Lenders, agrees to issue for the account of the Borrower (which may be in support of the obligations of the Borrower or in support of obligations of a Subsidiary of the Borrower) during the period from and including the Effective Date to, but excluding, the date 30 days prior to the Revolving Termination Date, one or more standby letters of credit (each a “Letter of Credit”) up to a maximum aggregate Stated Amount at any one time outstanding not to exceed $75,000,000 as such amount may be reduced from time to time in accordance

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with the terms hereof (the “L/C Commitment Amount”); provided, that an Issuing Bank shall not issue any Letter of Credit if, after giving effect to such issuance, (i) the aggregate Revolving Credit Exposure of the Revolving Lenders would exceed the aggregate Revolving Commitments of the Revolving Lenders or (ii) the Stated Amount of all Letters of Credit issued by such Issuing Bank plus such Issuing Bank’s Revolving Credit Exposure (excluding Letters of Credit issued by such Issuing Bank) would exceed such Issuing Bank’s Revolving Commitment. The parties hereto agree that each of the Existing Letters of Credit, if any, shall, from and after the Effective Date, be deemed to be a Letter of Credit issued under this Agreement.

(b) Terms of Letters of Credit. At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to approval by the applicable Issuing Bank and the Borrower, such approvals not to be unreasonably withheld or delayed. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the date that is 5 days prior to the Revolving Termination Date, or (ii) any Letter of Credit have a duration in excess of one year; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the applicable Issuing Bank but in no event shall any such provision permit the extension of the current expiration date of such Letter of Credit beyond the earlier of (x) the date that is 5 days prior to the Revolving Termination Date and (y) the date one year after the current expiration date. Notwithstanding the foregoing, a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Revolving Termination Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrower delivers to the Administrative Agent for its benefit and the benefit of the applicable Issuing Bank and the Revolving Lenders no later than 5 days prior to the Revolving Termination Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 5 days prior to the Revolving Termination Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Extended Letter of Credit), which shall be reimbursed (or participations therein funded) by the Revolving Lenders in accordance with the immediately following subsections (i) and (j), with the proceeds being utilized to provide Cash Collateral for such Extended Letter of Credit. The initial Stated Amount of each Letter of Credit shall be at least $50,000 (or such lesser amount as may be acceptable to the Borrower, the applicable Issuing Bank and the Administrative Agent).

(c) Requests for Issuance of Letters of Credit. The Borrower shall give the Issuing Bank selected by the Borrower to issue a Letter of Credit and the Administrative Agent written notice at least 5 Business Days prior to the requested date of issuance of such Letter of Credit (or such shorter period as agreed to by the applicable Issuing Bank), such notice to describe in reasonable detail the proposed terms of such Letter of Credit and the nature of the transactions or obligations proposed to be supported by such Letter of Credit, and in any event shall set forth with respect to such Letter of Credit the proposed (i) initial Stated Amount, (ii) beneficiary, and (iii) expiration date. The Borrower shall also execute and deliver such customary applications and agreements for standby letters of credit, and other forms as reasonably requested from time to time by the applicable Issuing Bank. Provided the Borrower has given the notice prescribed by the first sentence of this subsection and delivered such applications and agreements referred to in the preceding sentence, subject to the other terms and conditions of this Agreement, including the satisfaction of any applicable conditions precedent set forth in Section 6.2, the applicable Issuing Bank shall issue the requested Letter of Credit on the requested date of issuance for the benefit of the stipulated beneficiary but in no event prior to the date 5 Business Days (or such shorter period as agreed to by the applicable Issuing Bank) following the date after which the applicable Issuing Bank has received all of the items required to

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be delivered to it under this subsection. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any Revolving Lender to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. Upon the written request of the Borrower, an Issuing Bank shall deliver to the Borrower a copy of each Letter of Credit issued by such Issuing Bank within a reasonable time after the date of issuance thereof. To the extent any term of a Letter of Credit Document (excluding any certificate or other document presented by a beneficiary in connection with a drawing under such Letter of Credit) is inconsistent with a term of any Loan Document, the term of such Loan Document shall control. The Borrower shall examine the copy of any Letter of Credit or any amendment to a Letter of Credit that is delivered to it by the Issuing Bank and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly (but in any event, within 5 Business Days after the later of (x) receipt by the beneficiary of such Letter of Credit of the original of, or amendment to, such Letter of Credit, as applicable and (y) receipt by the Borrower of a copy of such Letter of Credit or amendment, as applicable) notify the Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the Issuing Bank and its correspondents unless such notice is given as aforesaid.

(d) Reimbursement Obligations. Upon receipt by an Issuing Bank from the beneficiary of a Letter of Credit issued by such Issuing Bank of any demand for payment under such Letter of Credit and such Issuing Bank’s determination that such demand for payment complies with the requirements of such Letter of Credit, such Issuing Bank shall promptly notify the Borrower and the Administrative Agent of the amount to be paid by such Issuing Bank as a result of such demand and the date on which payment is to be made by such Issuing Bank to such beneficiary in respect of such demand; provided, however, that an Issuing Bank’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby absolutely, unconditionally and irrevocably agrees to pay and reimburse each applicable Issuing Bank for the amount of each demand for payment under such Letter of Credit together with interest thereon from the date payment was made by the Issuing Bank, no later than one (1) Business Day after the date on which payment is made by such Issuing Bank to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind. Upon receipt by an Issuing Bank of any payment in respect of any Reimbursement Obligation in respect of a Letter of Credit issued by such Issuing Bank, such Issuing Bank shall promptly pay to each Revolving Lender that has acquired a participation therein under the second sentence of the immediately following subsection (i) such Lender’s Revolving Commitment Percentage of such payment.

(e) Manner of Reimbursement. Upon its receipt of a notice referred to in the immediately preceding subsection (d), the Borrower shall advise the Administrative Agent and the applicable Issuing Bank whether or not the Borrower intends to borrow hereunder to finance its obligation to reimburse the applicable Issuing Bank for the amount of the related demand for payment and, if it does, the Borrower shall submit a timely request for such borrowing as provided in the applicable provisions of this Agreement. If the Borrower fails to so advise the Administrative Agent and such Issuing Bank, or if the Borrower fails to reimburse the applicable Issuing Bank for a demand for payment under a Letter of Credit issued by such Issuing Bank by the date that is one (1) Business Day after the date of such payment, the failure of which the applicable Issuing Bank shall promptly notify the Administrative Agent, then (i) if the applicable conditions contained in Article VI would permit the making of Revolving Loans, the Borrower shall be deemed to have requested a borrowing of Revolving Loans (which shall be Base Rate Loans) in an amount equal to the unpaid Reimbursement Obligation and the Administrative Agent shall give each Revolving Lender prompt notice of the amount of the Revolving Loan to be made available to the Administrative Agent not later than 1:00 p.m. Eastern time and (ii) if such conditions would not permit the making of Revolving Loans, the provisions of subsection (j) of this Section shall apply. The amount limitations set forth in the second sentence of Section 2.1(a) shall not apply to any borrowing of Base Rate Loans under this subsection.

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(f) Effect of Letters of Credit on Revolving Commitments. Upon the issuance by an Issuing Bank of any Letter of Credit and until such Letter of Credit shall have expired or been cancelled, the Revolving Commitment of each Revolving Lender shall be deemed to be utilized for all purposes of this Agreement in an amount equal to the product of (i) such Lender’s Revolving Commitment Percentage and (ii) the aggregate unpaid Letter of Credit Liabilities in respect of such Letter of Credit.

(g) Issuing Banks’ Duties Regarding Letters of Credit; Unconditional Nature of Reimbursement Obligations. In examining documents presented in connection with drawings under Letters of Credit and making payments under such Letters of Credit against such documents, each Issuing Bank shall only be required to use the same standard of care as it uses in connection with examining documents presented in connection with drawings under letters of credit in which it has not sold participations and making payments under such letters of credit. The Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, none of the Issuing Banks, Administrative Agent or any of the Lenders shall be responsible for, and the Borrower’s obligations in respect of Letters of Credit shall not be affected in any manner by, (i) the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under any Letter of Credit even if such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit, or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telex, telecopy, electronic mail or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit, or of the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter of Credit or of the proceeds of any drawing under any Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Issuing Banks, the Administrative Agent or the Lenders. None of the above shall affect, impair or prevent the vesting of any of the Issuing Banks’ or Administrative Agent’s rights or powers hereunder. Any action taken or omitted to be taken by an Issuing Bank under or in connection with any Letter of Credit issued by it, if taken or omitted in the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable judgment), shall not create against such Issuing Bank any liability to the Borrower, the Administrative Agent, any other Issuing Bank or any Lender. In this connection, the obligation of the Borrower to reimburse the applicable Issuing Bank for any drawing made under any Letter of Credit issued by such Issuing Bank, and to repay any Revolving Loan made pursuant to the second sentence of the immediately preceding subsection (e), shall be absolute, unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement and any other applicable Letter of Credit Document under all circumstances whatsoever, including without limitation, the following circumstances: (A) any lack of validity or enforceability of any Letter of Credit Document or any term or provisions therein; (B) any amendment or waiver of or any consent to departure from all or any of the Letter of Credit Documents; (C) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against any Issuing Bank, the Administrative Agent, any Lender, any beneficiary of a Letter of Credit or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or in the Letter of Credit Documents or any unrelated transaction; (D) any breach of contract or dispute between the Borrower, any Issuing Bank, the Administrative Agent, any Lender or any other Person; (E) any demand, statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or

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any statement therein or made in connection therewith being untrue or inaccurate in any respect whatsoever; (F) any non-application or misapplication by the beneficiary of a Letter of Credit or of the proceeds of any drawing under such Letter of Credit; (G) payment by an Issuing Bank under any Letter of Credit issued by it against presentation of a draft or certificate which does not strictly comply with the terms of such Letter of Credit; and (H) any other act, omission to act, delay or circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable defense to or discharge of, or provide a right of setoff against, the Borrower’s Reimbursement Obligations. Notwithstanding anything to the contrary contained in this Section or Section 13.9., but not in limitation of the Borrower’s unconditional obligation to reimburse the applicable Issuing Bank for any drawing made under a Letter of Credit issued by such Issuing Bank as provided in this Section and to repay any Revolving Loan made pursuant to the second sentence of the immediately preceding subsection (e), the Borrower shall have no obligation to indemnify the Administrative Agent, any Issuing Bank or any Lender in respect of any liability incurred by the Administrative Agent, such Issuing Bank or such Lender arising solely out of the gross negligence or willful misconduct of the Administrative Agent, such Issuing Bank or such Lender in respect of a Letter of Credit as determined by a court of competent jurisdiction in a final, non-appealable judgment. Except as otherwise provided in this Section, nothing in this Section shall affect any rights the Borrower may have with respect to the gross negligence or willful misconduct of the Administrative Agent, any Issuing Bank or any Lender with respect to any Letter of Credit.

(h) Amendments, Etc. The issuance by an Issuing Bank of any amendment, supplement or other modification to any Letter of Credit issued by it constituting a Credit Event under clause (b) of the definition of such term shall be subject to the same conditions applicable under this Agreement to the issuance of new Letters of Credit (including, without limitation, that the request therefor be made through the applicable Issuing Bank and the Administrative Agent), and no amendment, supplement or other modification to any Letter of Credit shall be issued unless either (i) the respective Letter of Credit affected thereby would have complied with such conditions had it originally been issued hereunder in such amended, supplemented or modified form or (ii) the Administrative Agent and the Revolving Lenders, if any, required by Section 13.6 shall have consented thereto. In connection with any such amendment, supplement or other modification, the Borrower shall pay the fees, if any, payable under the last sentence of Section 3.5(c).

(i) Revolving Lenders’ Participation in Letters of Credit. Immediately upon (i) the Effective Date with respect to any Existing Letters of Credit and (ii) the issuance by an Issuing Bank of any other Letter of Credit, each Revolving Lender shall be deemed to have absolutely, irrevocably and unconditionally purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Revolving Commitment Percentage of the liability of such Issuing Bank with respect to such Letter of Credit and each Revolving Lender thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Bank to pay and discharge when due, such Lender’s Revolving Commitment Percentage of such Issuing Bank’s liability under such Letter of Credit. In addition, upon the making of each payment by a Revolving Lender to the Administrative Agent for the account of an Issuing Bank in respect of any Letter of Credit issued by such Issuing Bank pursuant to the immediately following subsection (j), such Lender shall, automatically and without any further action on the part of any Issuing Bank, the Administrative Agent or such Lender, acquire (i) a participation in an amount equal to such payment in the Reimbursement Obligation owing to such Issuing Bank by the Borrower in respect of such Letter of Credit and (ii) a participation in a percentage equal to such Lender’s Revolving Commitment Percentage in any interest or other amounts payable by the Borrower in respect of such Reimbursement Obligation (other than the Fees payable to such Issuing Bank pursuant to the second and the last sentences of Section 3.5(c)).

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(j) Payment Obligation of Revolving Lenders. Each Revolving Lender severally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, on demand in immediately available funds in Dollars the amount of such Lender’s Revolving Commitment Percentage of each drawing paid by such Issuing Bank under each Letter of Credit issued by such Issuing Bank to the extent such amount is not reimbursed by the Borrower pursuant to the immediately preceding subsection (d); provided, however, that in respect of any drawing under any Letter of Credit, the maximum amount that any Revolving Lender shall be required to fund, whether as a Revolving Loan or as a participation, shall not exceed such Lender’s Revolving Commitment Percentage of such drawing except as otherwise provided in Section 3.9(d). If the notice referenced in the second sentence of Section 2.4(e) is received by a Revolving Lender not later than 12:00 p.m. Eastern time, then such Lender shall make such payment available to the Administrative Agent not later than 3:00 p.m. Eastern time on the date of demand therefor; otherwise, such payment shall be made available to the Administrative Agent not later than 2:00 p.m. Eastern time on the next succeeding Business Day. Each Revolving Lender’s obligation to make such payments to the Administrative Agent under this subsection, and the Administrative Agent’s right to receive the same for the account of the applicable Issuing Bank, shall be absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Revolving Lender to make its payment under this subsection, (ii) the financial condition of the Borrower or any other Loan Party, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 11.1(e) or (f), (iv) the termination of the Revolving Commitments or (v) the delivery of Cash Collateral in respect of any Extended Letter of Credit. Each such payment to the Administrative Agent for the account of any Issuing Bank shall be made without any offset, abatement, withholding or deduction whatsoever.

(k) Information to Revolving Lenders. Promptly following any change in any Letter of Credit outstanding, the applicable Issuing Bank shall deliver to the Administrative Agent, which shall promptly deliver the same to each Revolving Lender and the Borrower, a notice describing the aggregate amount of all Letters of Credit issued by such Issuing Bank and outstanding at such time. Upon the request of any Revolving Lender from time to time, each Issuing Bank shall deliver any other information reasonably requested by such Lender with respect to each Letter of Credit issued by such Issuing Bank and then outstanding. Other than as set forth in this subsection, the Issuing Banks shall have no duty to notify the Lenders regarding the issuance or other matters regarding Letters of Credit issued hereunder. The failure of any Issuing Bank to perform its requirements under this subsection shall not relieve any Revolving Lender from its obligations under the immediately preceding subsection (j).

(l) Extended Letters of Credit. Each Revolving Lender confirms that its obligations under the immediately preceding subsections (i) and (j) shall be reinstated in full and apply if the delivery of any Cash Collateral in respect of an Extended Letter of Credit is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise.

(m) Applicability of ISP; Limitation of Liability. Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit issued by such Issuing Bank. Notwithstanding the foregoing, no Issuing Bank shall be responsible to the Borrower for, and each Issuing Bank’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of such Issuing Bank 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, including Applicable Law or any order of a jurisdiction where such Issuing Bank or the beneficiary is located, the practice stated in the ISP or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade-International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

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(n) 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 of the Borrower, the Borrower shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of its Subsidiaries inures to the benefit of the Borrower and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

Section 2.5. Swingline Loans.

(a) Swingline Loans. Subject to the terms and conditions hereof, including without limitation Section 2.16, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower, during the period from the Effective Date to but excluding the Swingline Maturity Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, (such amount being referred to as the “Swingline Availability”) $200,000,000, as such amount may be reduced from time to time in accordance with the terms hereof; provided that after giving effect to such borrowing the aggregate Revolving Credit Exposure of all Revolving Lenders shall not exceed the aggregate Revolving Commitments of all Revolving Lenders. If at any time the aggregate principal amount of the Swingline Loans outstanding at such time exceeds the Swingline Availability at such time, the Borrower shall promptly pay the Administrative Agent for the account of the Swingline Lender the amount of such excess. Subject to the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans hereunder.

(b) Procedure for Borrowing Swingline Loans. The Borrower shall give the Administrative Agent and the Swingline Lender notice pursuant to a Notice of Swingline Borrowing or telephonic notice of each borrowing of a Swingline Loan. Each Notice of Swingline Borrowing shall be delivered to the Swingline Lender no later than 2:00 p.m. Eastern time on the proposed date of such borrowing. Any telephonic notice shall include all information to be specified in a written Notice of Swingline Borrowing and shall be promptly confirmed in writing by the Borrower pursuant to a Notice of Swingline Borrowing sent to the Swingline Lender by telecopy, electronic mail or other similar form of communication on the same day of the giving of such telephonic notice. Not later than 4:00 p.m. Eastern time on the date of the requested Swingline Loan and subject to satisfaction of the applicable conditions set forth in Section 6.2 for such borrowing, the Swingline Lender will make the proceeds of such Swingline Loan available to the Borrower in Dollars, in immediately available funds, at the account specified by the Borrower in the Notice of Swingline Borrowing.

(c) Interest. Swingline Loans shall bear interest at a per annum rate equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are Base Rate Loans (or at such other rate or rates as the Borrower and the Swingline Lender may agree from time to time in writing). Interest on Swingline Loans is solely for the account of the Swingline Lender (except to the extent a Revolving Lender acquires a participating interest in a Swingline Loan pursuant to the immediately following subsection (e)). All accrued and unpaid interest on Swingline Loans shall be payable on the dates and in the manner provided in Section 2.6 with respect to interest on Base Rate Loans (except as the Swingline Lender and the Borrower may otherwise agree in writing in connection with any particular Swingline Loan).

(d) Swingline Loan Amounts, Etc. Each Swingline Loan shall be in the minimum amount of $1,000,000 and integral multiples of $100,000 in excess thereof, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. Any voluntary prepayment of a Swingline Loan must be in integral multiples of $100,000 or the aggregate principal amount of all outstanding Swingline Loans (or such other minimum amounts upon which the Swingline Lender and the Borrower may agree). No prior notice shall be required for prepayment of any Swingline Loan. The Swingline Loans shall, in addition to this Agreement, be evidenced by the Swingline Note.

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(e) Repayment and Participations of Swingline Loans. The Borrower agrees to repay each Swingline Loan within five (5) Business Days after the date such Swingline Loan was made. Notwithstanding the foregoing, the Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Swingline Loans on the Swingline Maturity Date (or such earlier date as the Swingline Lender and the Borrower may agree in writing). At any time that any Swingline Loan is outstanding, the Swingline Lender may, if it has not yet received notice from the Borrower of a repayment thereof, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), request a borrowing of Revolving Loans that are Base Rate Loans from the Revolving Lenders in an amount equal to the principal balance of such Swingline Loan. The amount limitations contained in the second sentence of Section 2.1(a) shall not apply to any borrowing of such Revolving Loans made pursuant to this subsection. The Swingline Lender shall give notice to the Administrative Agent of any such borrowing of Revolving Loans not later than 12:00 p.m. Eastern time at least one Business Day prior to the proposed date of such borrowing. Promptly after receipt of such notice of borrowing of Revolving Loans from the Swingline Lender under the immediately preceding sentence, the Administrative Agent shall notify each Revolving Lender of the proposed borrowing. Not later than 12:00 p.m. Eastern time on the proposed date of such borrowing, each Revolving Lender will make available to the Administrative Agent at the Principal Office for the account of the Swingline Lender, in immediately available funds, the proceeds of the Revolving Loan to be made by such Lender. The Administrative Agent shall pay the proceeds of such Revolving Loans to the Swingline Lender, which shall apply such proceeds to repay such Swingline Loan. If the Revolving Lenders are prohibited from making Revolving Loans required to be made under this subsection for any reason whatsoever, including without limitation, the existence of any of the Defaults or Events of Default described in Sections 11.1(e) or (f), each Revolving Lender shall purchase from the Swingline Lender, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Revolving Commitment Percentage of such Swingline Loan, by directly purchasing a participation in such Swingline Loan in such amount and paying the proceeds thereof to the Administrative Agent for the account of the Swingline Lender in Dollars and in immediately available funds. A Revolving Lender’s obligation to purchase such a participation in a Swingline Loan shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including without limitation, (i) any claim of setoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have or claim against the Administrative Agent, the Swingline Lender or any other Person whatsoever, (ii) the existence of a Default or Event of Default (including without limitation, any of the Defaults or Events of Default described in Sections 11.1(e) or (f)), or the termination of any Revolving Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of an event or condition which has had or could have a Material Adverse Effect, (iv) any breach of any Loan Document by the Administrative Agent, any Lender, the Borrower or any other Loan Party, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Revolving Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof, at the Federal Funds Rate. If such Lender does not pay such amount forthwith upon the Swingline Lender’s demand therefor, and until such time as such Lender makes the required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of such unpaid participation obligation for all purposes of the Loan Documents (other than those provisions requiring the other Revolving Lenders to purchase a participation therein). Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Loans, and any other amounts due it hereunder, to the Swingline Lender to fund Swingline Loans in the amount of the participation in Swingline Loans that such Lender failed to purchase pursuant to this Section until such amount has been purchased (as a result of such assignment or otherwise).

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Section 2.6. Rates and Payment of Interest on Loans.

(a) Rates. The Borrower promises to pay to the Administrative Agent for the account of each Lender interest on the unpaid principal amount of each Loan made by such Lender for the period from and including the date of the making of such Loan to but excluding the date such Loan shall be paid in full, at the following per annum rates:

(i) during such periods as such Loan is a Base Rate Loan, at the Base Rate (as in effect from time to time), plus the Applicable Margin for Base Rate Loans of the applicable Class;

(ii) during such periods as such Loan is a Term SOFR Loan, at Adjusted Term SOFR for such Loan for the Interest Period therefor, plus the Applicable Margin for SOFR Loans of the applicable Class; and

(iii) during such periods as such Loan is a Daily Simple SOFR Loan, at Adjusted Daily Simple SOFR (as in effect from time to time), plus the Applicable Margin for SOFR Loans of the applicable Class.

Notwithstanding the foregoing, automatically while an Event of Default exists under Section 11.1(a), 11.1(e) or 11.1(f), or at the direction of the Requisite Lenders in the case of any other Event of Default, (i) the Borrower shall pay to the Administrative Agent for the account of each Class of Lenders and the Issuing Banks, as the case may be, interest at the Post-Default Rate on the outstanding principal amount of any Class of Loans made by such Lender, on all Reimbursement Obligations and on any other amount payable by the Borrower hereunder or under the Notes held by such Lender to or for the account of such Lender (including without limitation, accrued but unpaid interest to the extent permitted under Applicable Law) and (ii) any adjustment to the Applicable Margin pursuant to the Sustainability Metric Pricing Grid shall cease to apply.

(b) Payment of Interest. All accrued and unpaid interest on the outstanding principal amount of each Loan shall be payable (i) monthly in arrears on the first day of each month, commencing with the first full calendar month occurring after the Effective Date, (ii) on the date of any mandatory or optional prepayment in accordance with Section 2.9 on the portion of the Loans so prepaid, and (iii) on any date on which the principal balance of such Loan is due and payable in full (whether at maturity, due to acceleration or otherwise). Interest payable at the Post-Default Rate shall be payable from time to time on demand. All determinations by the Administrative Agent of an interest rate hereunder shall be conclusive and binding on the Lenders and the Borrower for all purposes, absent manifest error.

(c) Borrower Information Used to Determine Applicable Interest Rates. The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Administrative Agent, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within 5 Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s, any Issuing Bank’s, or any Lender’s other rights under this Agreement.

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(d) SOFR Conforming Changes. In connection with the use or administration of Term SOFR and/or Daily Simple SOFR, the Administrative Agent will have the right in consultation with the Borrower to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR and/or Daily Simple SOFR.

Section 2.7. Number of Interest Periods.

There may be no more than 15 different Interest Periods for Term SOFR Loans outstanding at the same time.

Section 2.8. Repayment of Loans.

(a) Revolving Loans. The Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Revolving Loans on the Revolving Termination Date.

(b) 2023 Term Loans. The Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the 2023 Term Loans on the 2023 Term Loan Termination Date.

(b) Incremental Term Loans. The Borrower shall repay each Class of Incremental Term Loans as set forth in the Incremental Amendment establishing such Class of Incremental Term Loans.

Section 2.9. Prepayments.

(a) Optional. Subject to Section 5.4, the Borrower may prepay any Loan at any time without premium or penalty. The Borrower shall give the Administrative Agent at least 1 Business Day prior written notice of the prepayment of any Loan that is a Base Rate Loan and at least 3 Business Days prior written notice of the prepayment of any Loan that is a SOFR Loan. Any such notice may be conditioned upon the receipt of replacement financing or any other event and may be withdrawn at any time prior to the specified date of prepayment if such event does not occur. Each voluntary prepayment of Loans (other than a prepayment of all outstanding Loans of a Class) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess thereof.

(b) Mandatory.

(i) Revolving Commitment Overadvance. If at any time the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities, exceeds the aggregate amount of the Revolving Commitments, the Borrower shall immediately upon demand pay to the Administrative Agent for the account of the Revolving Lenders, the amount of such excess.

(ii) Application of Mandatory Prepayments. Amounts paid under the preceding subsection (b)(i) shall be applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2 and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the

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Letter of Credit Collateral Account for application to any Reimbursement Obligations. If the Borrower is required to pay any outstanding SOFR Loans by reason of this Section prior to (x) in the case of a Term SOFR Loan, the end of the applicable Interest Period therefor or (y) in the case of a Daily Simple SOFR Loan, the applicable interest payment date therefor, the Borrower shall pay all amounts due, if any, under Section 5.4.

(c) No Effect on Derivatives Contracts. No repayment or prepayment of the Loans pursuant to this Section shall affect any of the Borrower’s obligations under any Derivatives Contracts entered into with respect to the Loans.

Section 2.10. Continuation.

So long as no Event of Default exists, the Borrower may on any Business Day, with respect to any Term SOFR Loan, elect to maintain such Term SOFR Loan or any portion thereof as a Term SOFR Loan by selecting a new Interest Period for such Term SOFR Loan. Each Continuation of Term SOFR Loans of the same Class shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $250,000 in excess of that amount, and each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 2:00 p.m. Eastern time on the third Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the Term SOFR Loans, Class and portions thereof subject to such Continuation and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender holding Loans being Continued of the proposed Continuation. If the Borrower shall fail to deliver in a timely manner a Notice of Continuation or shall fail to select in a timely manner a new Interest Period for any Term SOFR Loan in accordance with this Section, such Loan will automatically, on the last day of the current Interest Period therefor, continue as a Term SOFR Loan with an Interest Period of one month; provided, however that if an Event of Default exists, such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding the first sentence of Section 2.11 or the Borrower’s failure to comply with any of the terms of such Section.

Section 2.11. Conversion.

The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Loan of one Type into a Loan of another Type; provided, however, no Loan may be Converted into a SOFR Loan if an Event of Default exists, but shall be automatically converted to a Base Rate Loan on (a) the last day of the Interest Period relating thereto for a Term SOFR Loan ending during the continuance of any Event of Default or (b) the date of any such Event of Default for a Daily Simple SOFR Loan. Each Conversion of Base Rate Loans of the same Class into SOFR Loans of the same Class shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $250,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 2:00 p.m. Eastern time 3 Business Days prior to the date of any proposed Conversion and such Conversion shall only be made on (a) the last day of the Interest Period with respect to any such Loan that is a Term SOFR Loan, or (b) the applicable interest payment date with respect to any such Loan that is a Daily Simple SOFR Loan. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender holding Loans being Converted of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a

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Notice of Conversion specifying (a) the requested date of such Conversion, (b) the Type and Class of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a Term SOFR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Section 2.12. Notes.

(a) Notes. Except in the case of a Lender that has notified the Administrative Agent in writing that it elects not to receive any Notes, (i) the Revolving Loans made by each Revolving Lender shall, in addition to this Agreement, also be evidenced by a Revolving Note, payable to such Revolving Lender in a principal amount equal to the amount of its Revolving Commitment as originally in effect and otherwise duly completed, and (ii) the Term Loans made by a Term Loan Lender shall, in addition to this Agreement, also be evidenced by a Term Note, payable to such Term Loan Lender in a principal amount equal to the amount of such Lender’s Term Loan as originally in effect and otherwise duly completed. The Swingline Loans made by the Swingline Lender to the Borrower shall, in addition to this Agreement, also be evidenced by a Swingline Note payable to the Swingline Lender.

(b) Records. The date, amount, interest rate, Class, Type and duration of Interest Periods (if applicable) of each Loan made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and such entries shall be binding on the Borrower absent manifest error; provided, however, that (i) the failure of a Lender to make any such record shall not affect the obligations of the Borrower under any of the Loan Documents and (ii) if there is a discrepancy between such records of a Lender and the statements of accounts maintained by the Administrative Agent in the Register, in the absence of manifest error, the statements of account maintained by the Administrative Agent in the Register shall be controlling.

(c) Lost, Stolen, Destroyed or Mutilated Notes. Upon receipt by the Borrower of (i) written notice from a Lender that a Note of such Lender has been lost, stolen, destroyed or mutilated, and (ii)(A) in the case of loss, theft or destruction, an unsecured agreement of indemnity from such Lender in form reasonably satisfactory to the Borrower, or (B) in the case of mutilation, upon surrender and cancellation of such Note, the Borrower shall at its own expense execute and deliver to such Lender a new Note dated the date of such lost, stolen, destroyed or mutilated Note.

Section 2.13. Voluntary Reductions of the Commitments.

The Borrower shall have the right to terminate or reduce the aggregate unused amount of the Revolving Commitments (for which purpose use of the Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Swingline Loans) at any time and from time to time without penalty or premium upon not less than 5 Business Days (or such shorter period as agreed to by the Administrative Agent) prior written notice to the Administrative Agent of each such termination or reduction, which notice shall specify the Class of Commitments subject to such termination or reduction, the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of Commitments shall not be less than $5,000,000 and integral multiples of $1,000,000 in excess of that amount in the aggregate) and shall be irrevocable once given and effective only upon receipt by the Administrative Agent (“Prepayment Notice”); provided, that a Prepayment Notice providing for termination or reduction of the Commitments may state that such Prepayment Notice is conditioned on the closing of other financing facilities or any other event, in which case such Prepayment Notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date such termination or reduction of the Commitments is to become effective) if such condition is not satisfied. Promptly after receipt of a Prepayment Notice with respect to a Class of

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Commitments, the Administrative Agent shall notify each Lender of such Class of the proposed termination or reduction. Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated. If the Commitments of a Class are terminated or reduced to zero, the Borrower shall pay all fees on the Commitments so reduced or terminated that have accrued to the date of such reduction or termination to the Administrative Agent for the account of the Lenders of the applicable Class, including but not limited to any applicable compensation due to any Lender in accordance with Section 5.4.

Section 2.14. Extensions of the Revolving Termination Date.

The Borrower may, not more than two times, request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date by 6 months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 days prior to the current Revolving Termination Date, a written request for such extension (a “Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for 6 months effective upon receipt by the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by Requisite Lenders in accordance with the provisions of Section 13.6 and (y) the Borrower shall have paid the Fees payable under Section 3.5(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or other Responsible Officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Section.

Section 2.15. Expiration Date of Letters of Credit Past Revolving Commitment Termination.

If on the date the Revolving Commitments are terminated or reduced to zero (whether voluntarily, by reason of the occurrence of an Event of Default or otherwise) there are any Letters of Credit outstanding hereunder and the aggregate Stated Amount of such Letters of Credit exceeds the balance of available funds on deposit in the Letter of Credit Collateral Account, then the Borrower shall, on such date, pay to the Administrative Agent, for its benefit and the benefit of the Revolving Lenders and the Issuing Banks, for deposit into the Letter of Credit Collateral Account, an amount of money equal to the amount of such excess.

Section 2.16. Amount Limitations.

Notwithstanding any other term of this Agreement or any other Loan Document, no Lender shall be required to make a Loan, the Issuing Banks shall not be required to issue Letters of Credit and no reduction of the Revolving Commitments pursuant to Section 2.13 shall take effect, if immediately after

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the making of such Loan, the issuance of such Letter of Credit or such reduction in the Revolving Commitments, the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities, would exceed the aggregate amount of the Revolving Commitments at such time.

Section 2.17. Incremental Facilities.

The Borrower shall have the right at any time to request (i) increases in the aggregate amount of the Revolving Commitments (a “Revolving Commitment Increase”), (ii) increases in the aggregate amount of any Class of Term Loans (a “Term Loan Increase”) or (iii) additional tranches of term loans (an “Incremental Term Loan” and together with a Revolving Commitment Increase and a Term Loan Increase, each an “Incremental Facility”), in each case to be established under this Agreement, by providing written notice thereof to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the Revolving Commitments and Term Loans shall not exceed $2,500,000,000. Each Incremental Facility must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof (or, in each case, in such lesser amounts as may be acceptable to the Administrative Agent and the Borrower). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facility so as to achieve a syndication of such Incremental Facility reasonably satisfactory to the Administrative Agent and the Borrower, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case that would constitute an Eligible Assignee, to be approached with respect to any such Incremental Facility and the allocations of any Incremental Facility among such existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case, as reasonably agreed to by the Administrative Agent and the Borrower. No Lender shall be obligated in any way whatsoever to participate in any Incremental Facility or provide increased Revolving Commitments or Term Loans hereunder, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Commitment Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments after giving effect to the Revolving Commitment Increase) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4(j) and Section 2.5(e) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans, unless such amount is waived by the applicable Lender.

Effecting any Incremental Facility under this Section is subject to the following conditions precedent:

(a) any Revolving Commitment Increase shall be on the same terms (other than arrangement, upfront or similar fees, which shall be determined by the Borrower and the lenders providing such Revolving Commitment Increase) as the existing Revolving Commitments in effect on the effective date of such Revolving Commitment Increase;

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(b) any Term Loan Increase shall be on the same terms (other than arrangement, upfront or similar fees, including any original issue discount, which shall be determined by the Borrower and the lenders providing such Term Loan Increase) as the existing Term Loans of the applicable Class in effect on the effective date of such Term Loan Increase;

(c) with respect to any Incremental Term Loan: (i) such Incremental Term Loan shall not mature earlier than the latest maturity date of the then-existing Classes of Term Loans and Revolving Commitments without the written consent of the Requisite Class Lenders of each earlier maturing Class, and the weighted average life to maturity of any Incremental Term Loan shall be no shorter than that of the then-existing Classes of Term Loans without the written consent of the Requisite Class Lenders of each shorter lived Class of then-existing Term Loans, (ii) the interest rate margins, fees (including any original issue discount), and, subject to clause (i), the maturity and amortization applicable to such Incremental Term Loan will be determined by the Borrower and the lenders providing such Incremental Term Loan and (iii) except as otherwise required or permitted in clauses (i) and (ii) above, all other terms of such Incremental Term Loan shall be as agreed by the Borrower and the lenders providing such Incremental Term Loan and, taken as a whole, shall not be materially more restrictive than the terms set forth in this Agreement (except for terms applicable only after the latest Termination Date in effect at the time of incurrence of such Incremental Term Loan);

(d) such Incremental Facility shall (i) be established under this Agreement, (ii) rank pari passu in right of payment with the existing Revolving Commitments and Term Loans, (iii) be unsecured and (iv) not have any obligors other than the Loan Parties;

(e) no Default or Event of Default shall be in existence on the effective date of such Incremental Facility;

(f) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such Incremental Facility except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the Requisite Lenders in accordance with the provisions of Section 13.6; and

(g) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such increase and (B) all corporate or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters with respect to the Incremental Facility as reasonably requested by the Administrative Agent; and (iii) except in the case of a Lender that has requested not to receive Notes, new Notes executed by the Borrower, payable to any such new Lenders and replacement Notes executed by the Borrower, payable to any such existing Lenders increasing their respective Revolving Commitments or Term Loans, as applicable, in each case, in the amount of such Lender’s Revolving Commitment or Term Loans, as applicable, at the time of the effectiveness of the applicable Incremental Facility.

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In connection with any Incremental Facility pursuant to this Section 2.17, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request including amendments or joinders to this Agreement (each, an “Incremental Amendment”) and (2) provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act and the Beneficial Ownership Regulation.

Section 2.18. Funds Transfer Disbursements.

The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of any Loan made by the Lenders or any of their Affiliates pursuant to the Loan Documents as requested by a Responsible Officer of the Borrower (including pursuant to any Notice of Revolving Borrowing or Notice of Swingline Borrowing).

Section 2.19. Temporary Inability to Determine Rates.

In the event that, (i) the Administrative Agent determines (A) prior to the commencement of any Interest Period for a Term SOFR Loan, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or any component thereof (including because the relevant screen rate is not available or published on a current basis) for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the Adjusted Daily Simple SOFR or any component thereof, or (ii) the Administrative Agent reasonably determines that (A) prior to the commencement of any Interest Period for a Term SOFR Loan, the Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans included in such borrowing for such Interest Period or (B) at any time, the Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans included in such borrowing, then the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders. In such event, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and the Borrower delivers a new Notice of Conversion or Notice of Continuation in accordance with Section 2.10 or 2.11, as applicable, (a) any Notice of Conversion or Notice of Continuation that requests the conversion of any Loan to, or continuation of any Loan as, a Term SOFR Loan and any Notice of Borrowing that requests a Term SOFR Loan shall instead be deemed to be a Notice of Conversion, Notice of Continuation or Notice of Borrowing, as applicable, for (x) a Daily Simple SOFR Loan so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.19(i) or (ii) above or (i) a Base Rate Loan if the Adjusted Daily Simple SOFR also is the subject of Section 2.19(i) or (ii) above and (b) any Notice of Borrowing that requests a Daily Simple SOFR Loan shall instead be deemed to be a Notice of Borrowing for a Base Rate Loan; provided, that, for the avoidance of doubt, if the circumstances giving rise to the notice referenced above affect only one Type of borrowings, then all other Types of borrowings shall be permitted.

ARTICLE III. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS

Section 3.1. Payments.

(a) Payments by Borrower. Except to the extent otherwise provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrower under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim (excluding Taxes required to be withheld pursuant to Section 3.10), to the Administrative Agent at the Principal Office, not later than 2:00 p.m. Eastern time on the date on which

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such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 11.5, the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrower hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing Bank. If the Administrative Agent fails to pay such amounts to such Lender or such Issuing Bank, as the case may be, within one Business Day of receipt of such amounts, the Administrative Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable to such payment for the period of such extension.

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

Section 3.2. Pro Rata Treatment.

Except to the extent otherwise provided herein: (a) each borrowing from the Revolving Lenders under Sections 2.1(a), 2.4(e) and 2.5(e) shall be made from the Revolving Lenders, each payment of the fees under Sections 3.5(b), the first sentence of 3.5(c), and 3.5(d) shall be made for the account of the Revolving Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.13 shall be applied to the respective Revolving Commitments of the Revolving Lenders, pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans shall be made for the account of the Revolving Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that, subject to Section 3.9, if immediately prior to giving effect to any such payment in respect of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Revolving Lenders pro rata in accordance with their respective Revolving Commitments in effect at the time such Revolving Loans were made, then such payment shall be applied to the Revolving Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Loans being held by the Revolving Lenders pro rata in accordance with such respective Revolving Commitments; (c) each payment or prepayment of principal of Term Loans of a Class shall be made for the account of the Term Loan Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Term Loans of such Class held by them; (d) each payment of interest on Loans of a Class shall be made for the

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account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; (e) the Conversion and Continuation of Loans of a particular Type and Class (other than Conversions provided for by Sections 5.1(c) and 5.5) shall be made pro rata among the Lenders according to the amounts of their respective Loans and the then current Interest Period for each such Lender’s portion of each such Loan of such Type and Class shall be coterminous; (f) the Revolving Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.5, shall be in accordance with their respective Revolving Commitment Percentages; and (g) the Revolving Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.4, shall be in accordance with their respective Revolving Commitment Percentages. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Revolving Lender shall have acquired a participating interest in any such Swingline Loan pursuant to Section 2.5(e), in which case such payments shall be pro rata in accordance with such participating interests).

Section 3.3. Sharing of Payments, Etc.

If a Lender shall obtain payment of any principal of, or interest on, any Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2 or Section 11.5, as applicable, such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3 or Section 11.5, as applicable. To such end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Section 3.4. Several Obligations.

No Lender shall be responsible for the failure of any other Lender to make a Loan or to perform any other obligation to be made or performed by such other Lender hereunder, and the failure of any Lender to make a Loan or to perform any other obligation to be made or performed by it hereunder shall not relieve the obligation of any other Lender to make any Loan or to perform any other obligation to be made or performed by such other Lender.

Section 3.5. Fees.

(a) Closing Fee. On the Effective Date, the Borrower agrees to pay to the Administrative Agent, the Lead Arrangers and each Lender all fees as have been agreed to in writing by the Borrower, the Administrative Agent and the Lead Arrangers.

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(b) Facility Fees. During the period from the Effective Date to but excluding the Revolving Termination Date, the Borrower agrees to pay to the Administrative Agent for the account of the Revolving Lenders a facility fee equal to the daily aggregate amount of the Revolving Commitments (whether or not utilized) times a rate per annum equal to the Applicable Revolving Facility Fee. Such fee shall be payable quarterly in arrears on the first day of each January, April, July and October during the term of this Agreement and on the Revolving Termination Date or any earlier date of termination of the Revolving Commitments or reduction of the Revolving Commitments to zero. The Borrower acknowledges that the fee payable hereunder is a bona fide commitment fee and is intended as reasonable compensation to the Revolving Lenders for committing to make funds available to the Borrower as described herein and for no other purposes.

(c) Letter of Credit Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a letter of credit fee at a rate per annum equal to the Applicable Margin for Revolving Loans that are SOFR Loans times the daily average Stated Amount of each Letter of Credit for the period from and including the date of issuance of such Letter of Credit (x) to and including the date such Letter of Credit expires or is cancelled or terminated or (y) to but excluding the date such Letter of Credit is drawn in full; provided, however, notwithstanding anything to the contrary contained herein, during any period that the Post-Default Rate is payable in accordance with Section 2.6(a), such letter of credit fees shall accrue at the Post-Default Rate. In addition to such fees, the Borrower shall pay to each Issuing Bank solely for its own account, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank equal to one-eighth of one percent (0.125%) of the initial Stated Amount of such Letter of Credit; provided, however, in no event shall the aggregate amount of such fee in respect of any Letter of Credit be less than $1,500. The fees provided for in this subsection shall be nonrefundable and payable, in the case of the fee provided for in the first sentence, in arrears (i) quarterly on the first day of January, April, July and October, (ii) on the Revolving Termination Date, (iii) on the date the Revolving Commitments are terminated or reduced to zero and (iv) thereafter from time to time on demand of the Administrative Agent and in the case of the fee provided for in the second sentence, at the time of issuance of such Letter of Credit. The Borrower shall pay directly to the applicable Issuing Bank from time to time on demand all commissions, charges, costs and expenses in the amounts customarily charged or incurred by such Issuing Bank from time to time in like circumstances with respect to the issuance, amendment, renewal or extension of any Letter of Credit or any other transaction relating thereto.

(d) Revolving Extension Fee. Each time the Borrower extends the Revolving Termination Date in accordance with Section 2.14, the Borrower shall pay to the Administrative Agent for the account of each Revolving Lender a fee equal to 0.075% of the amount of such Revolving Lender’s Revolving Commitment (whether or not utilized). Such fee shall be paid to the Administrative Agent prior to, and as a condition to, each extension.

(e) [Reserved].

(f) Administrative and Other Fees. The Borrower agrees to pay the administrative and other fees of the Administrative Agent as provided in the Fee Letter and as may be otherwise agreed to in writing from time to time by the Borrower and the Administrative Agent.

Section 3.6. Computations.

Unless otherwise expressly set forth herein, any accrued interest on any Loan, any Fees or any other Obligations due hereunder shall be computed on the basis of a year of 360 days and the actual number of days elapsed.

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Section 3.7. Usury.

In no event shall the amount of interest due or payable on the Loans or other Obligations exceed the maximum rate of interest allowed by Applicable Law and, if any such payment is paid by the Borrower or any other Loan Party or received by any Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the respective Lender in writing that the Borrower elects to have such excess sum returned to it forthwith. It is the express intent of the parties hereto that the Borrower not pay and the Lenders not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully paid by the Borrower under Applicable Law. The parties hereto hereby agree and stipulate that the only charge imposed upon the Borrower for the use of money in connection with this Agreement is and shall be the interest specifically described in Section 2.6(a)(i), (ii) and (iii) and, with respect to Swingline Loans, in Section 2.5(c). Notwithstanding the foregoing, the parties hereto further agree and stipulate that all agency fees, syndication fees, facility fees, ticking fees, closing fees, letter of credit fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by the Administrative Agent or any Lender to third parties or for damages incurred by the Administrative Agent or any Lender, in each case, in connection with the transactions contemplated by this Agreement and the other Loan Documents, are charges made to compensate the Administrative Agent or any such Lender for underwriting or administrative services and costs or losses performed or incurred, and to be performed or incurred, by the Administrative Agent and the Lenders in connection with this Agreement and shall under no circumstances be deemed to be charges for the use of money. All charges other than charges for the use of money shall be fully earned and nonrefundable when due.

Section 3.8. Statements of Account; Bill Lead Date Request.

(a) The Administrative Agent will account to the Borrower monthly with a statement of Loans, accrued interest and Fees, charges and payments made pursuant to this Agreement and the other Loan Documents, and, subject to the entries in the Register, which shall be controlling, such account rendered by the Administrative Agent shall be deemed conclusive upon the Borrower absent manifest error. The failure of the Administrative Agent to deliver such a statement of accounts shall not relieve or discharge the Borrower from any of its Obligations.

(b) By written notice to the Administrative Agent, the Borrower may request to receive monthly billings on a date (the “Bill Lead Date”) that is prior to the first day of a month. The Administrative Agent will submit to the Borrower monthly billings, which will consist of the actual interest and principal due through the Bill Lead Date plus projected interest and principal due through the balance, if any, of such month. Any necessary adjustments in the applicable interest rate and/or principal payments due or made between a Bill Lead Date and the end of a month will be reflected as an additional charge (or credit) in the billing for the next following month. Neither the failure of the Administrative Agent to submit a Bill Lead Date billing nor any error in any such billing will excuse the Borrower’s obligation to make full payment of all amounts due under this Agreement. In its sole discretion, the Administrative Agent may cancel or modify the terms of such request which cancellation or modification will be effective upon written notification to the Borrower. Should the Borrower request a Bill Lead Date, the Administrative Agent shall not be required to prepare a month end invoice.

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Section 3.9. Defaulting Lenders.

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

(a) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of Requisite Lenders and Requisite Class Lenders and in Section 13.6.

(b) Defaulting Lender Waterfall. Any payment of principal, interest, Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Defaulting Lender that is a Revolving Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Banks and the Swingline Lender hereunder; third, in the case of a Defaulting Lender that is a Revolving Lender, to Cash Collateralize the Issuing Banks’ Fronting Exposures with respect to such Defaulting Lender in accordance with subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) in the case of a Defaulting Lender that is a Revolving Lender, Cash Collateralize the Issuing Banks’ future Fronting Exposures with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans of any Class or amounts owing by such Defaulting Lender under Section 2.4(j) in respect of Letters of Credit (such amounts “L/C Disbursements”) or amounts owing by such Defaulting Lender under Section 2.5(e) in respect of Swingline Loans (such amounts “Swingline Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued or the related Swingline Loans were made at a time when the conditions set forth in Article VI were satisfied or waived, such payment shall be applied solely to pay the Loans of such Class of, and L/C Disbursements and Swingline Disbursements owed to, all Non-Defaulting Lenders of the applicable Class on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements or Swingline Disbursements owed to, such Defaulting Lender until such time as all Loans of such Class and, as applicable, funded and unfunded participations in Letter of Credit Liabilities and Swingline Loans are held by the Revolving Lenders pro rata in accordance with their respective Revolving Commitment Percentages (determined without giving effect to the immediately following subsection (d)) and all Term Loans of each Class (if any) are held by the Term Loan Lenders of such Class pro rata as if there had been no Defaulting Lenders that are Term Loan Lenders of such Class. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

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(c) Certain Fees.

(i) No Defaulting Lender shall be entitled to receive any Fee payable under Section 3.5(b) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(ii) Each Defaulting Lender that is a Revolving Lender shall be entitled to receive the Fee payable under Section 3.5(c) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Revolving Commitment Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to the immediately following subsection (e).

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

(d) Reallocation of Participations to Reduce Fronting Exposure. In the case of a Defaulting Lender that is a Revolving Lender, all or any part of such Defaulting Lender’s participation in Letter of Credit Liabilities and Swingline Loans shall be reallocated among the Non-Defaulting Lenders that are Revolving Lenders in accordance with their respective Revolving Commitment Percentages (determined without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Article VI are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender that is a Revolving Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 13.21, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(e) Cash Collateral, Repayment of Swingline Loans.

(i) If the reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (y) second, Cash Collateralize each Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in this subsection.

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

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

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

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

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

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(g) New Swingline Loans/Letters of Credit. So long as any Revolving Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

(h) Purchase of Defaulting Lender’s Commitment; Termination of Defaulting Lender.

(i) During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitments and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitments and Loans via an assignment subject to and in accordance with the provisions of Section 13.5(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding Section 13.5(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenders.

(ii) The Borrower may terminate the unused amount of the Commitment of any Revolving Lender that is a Defaulting Lender upon not less than 15 Business Days’ prior written notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 3.9(b) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (A) no Event of Default shall have occurred and be continuing, and (B) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender.

Section 3.10. Taxes.

(a) Issuing Banks. For purposes of this Section, the term “Lender” includes each Issuing Bank and the term “Applicable Law” includes FATCA.

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for 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 Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

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(c) Payment of Other Taxes by the Borrower. The Borrower and the other Loan Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Borrower. The Borrower and the other Loan Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower 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 manifest 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 the Borrower or another Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower and the other Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.5 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 such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive 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 subsection. The provisions of this subsection shall continue to inure to the benefit of an Administrative Agent following its resignation or removal as Administrative Agent.

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower or any other Loan Party to a Governmental Authority pursuant to this Section, the Borrower or such other Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g) Status of Lenders.

(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 Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject

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to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately following clauses (ii)(A), (ii)(B) and (ii)(D)) 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) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), a copy of an executed IRS Form W-9 (or any successor form) in the format reasonably acceptable to the Borrower or the Administrative Agent certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower 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 payments of interest under any Loan Document, a copy of an executed IRS Form W-8BEN or W-8BEN-E, as applicable, in the format reasonably acceptable to the Borrower or the Administrative Agent, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E, 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) a copy of an executed 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 Internal Revenue Code, (x) a certificate substantially in the form of Exhibit R-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable; or

(IV) to the extent a Foreign Lender is not the beneficial owner, a copy of an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit R-2 or Exhibit R-3, IRS Form W-9, and/or

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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 R-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower 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, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(E) If any successor Administrative Agent is not a U.S. Person and it can qualify as a “U.S. branch”, it shall deliver two duly completed copies of IRS Form W-8ECI (with respect to any payments to be received on its own behalf) and IRS Form W-8IMY (for all other payments) certifying that it is a “U.S. branch” on such IRS form and that the payments it receives for the account of others are not effectively connected with the conduct of its trade or business in the United States and that it is using such IRS Form W-8IMY as evidence of its agreement with the Loan Parties to be treated as a U.S. Person with respect to such payments (and the Loan Parties and Administrative Agent agree to so treat Administrative Agent as a U.S. Person with respect to such payments), with the effect that the Loan Parties can make payments to Administrative Agent without deduction or withholding of any Taxes imposed by the United States.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made

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under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this subsection (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i) Survival. Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

ARTICLE IV. ELIGIBILITY OF ASSETS

Section 4.1. Eligibility of Assets.

(a) Existing Unencumbered Assets. Subject to compliance with the terms and conditions of Section 6.1(a), as of December 31, 2022, the parties hereto acknowledge and agree that Schedule 4.1 to the Disclosure Letter sets forth (i) a pro forma property summary as of December 31, 2022 and (ii) a pro forma listing of Unencumbered Assets as of December 31, 2022, after giving effect to the Acquisition and the other transactions occurring on the Agreement Date.

(b) Additional Unencumbered Assets. After the Effective Date, an Asset shall be included as an Unencumbered Asset upon delivery to the Administrative Agent of an Unencumbered Asset Certificate pursuant to Section 9.4(c) setting forth the information required to be contained therein and assuming that such Asset is included as an Unencumbered Asset. Subject to the terms and conditions of this Agreement, upon the Administrative Agent’s receipt of such certificate, such Asset shall be included as an Unencumbered Asset.

(c) Alternative Acceptance Procedure for Additional Unencumbered Assets. Any Asset that does not satisfy all of the requirements of an Unencumbered Asset shall be included only upon the written approval of the Requisite Lenders; provided, however, that such approval shall only be a waiver of those requirements in the definition of Unencumbered Assets specifically set forth and approved therein with respect to such Asset.

Section 4.2. Termination of Designation as Unencumbered Asset.

An Asset shall cease to be included as an Unencumbered Asset for purposes of this Agreement if either (i) such Asset ceases to satisfy the requirements of the definition of the term “Unencumbered Assets” applicable to it (with the termination effective immediately) or (ii) such Asset is noted to have been removed as an Unencumbered Asset in an Unencumbered Asset Certificate subsequently submitted pursuant to this Agreement (with the termination effective as of the date of receipt by the Administrative Agent of such

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Unencumbered Asset Certificate). Notwithstanding the foregoing, no Asset will be terminated as an Unencumbered Asset under clause (ii) above if (i) a Default or Event of Default exists or (ii) a Default or Event of Default would exist immediately after such Property is terminated as an Unencumbered Asset.

ARTICLE V. YIELD PROTECTION, ETC.

Section 5.1. Additional Costs; Capital Adequacy.

(a) Capital Adequacy. Subject to clause (e) below, if any Lender determines that any Regulatory Change affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity ratios or requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’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 or Swingline Loans held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then within the time period and to the extent required by clause (e) below, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(b) Additional Costs. In addition to, and not in limitation of the immediately preceding subsection, but subject to clause (e) below, the Borrower shall pay to the Administrative Agent for the account of a Lender, within the time period and to the extent required by clause (e) below, such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making or maintaining of any SOFR Loans or its obligation to make any SOFR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such SOFR Loans or the maintenance by such Lender of capital in respect of its SOFR Loans or its Commitments (other than any amounts included in the determination of Daily Simple SOFR or Term SOFR) (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that:

(i) subject any such Lender to any Taxes (other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Connection Income Taxes) on such SOFR Loans or its Commitments, or its deposits, reserves, other liabilities or capital attributable thereto;

(ii) imposes or modifies any reserve, special deposit, compulsory loan, insurance charge or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on SOFR Loans is determined to the extent utilized when determining Daily Simple SOFR or Term SOFR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or

(iii) imposes on any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or the Loans made by such Lender.

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(c) Lender’s Suspension of SOFR Loans. Without limiting the effect of the provisions of the immediately preceding subsections (a) and (b), if by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender that includes deposits by reference to which the interest rate on SOFR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender that includes SOFR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue, or to Convert Base Rate Loans into, SOFR Loans shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 5.5 shall apply).

(d) Additional Costs in Respect of Letters of Credit. Without limiting the obligations of the Borrower under the preceding subsections of this Section (but without duplication), but subject to clause (e) below, if as a result of any Regulatory Change or any risk-based capital guideline or other requirement heretofore or hereafter issued by any Governmental Authority there shall be imposed, modified or deemed applicable any Tax (other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Connection Income Taxes), reserve, special deposit, capital adequacy, liquidity or similar requirement against or with respect to or measured by reference to Letters of Credit and the result shall be to increase the cost to an Issuing Bank of issuing (or any Revolving Lender of purchasing participations in) or maintaining its obligation hereunder to issue (or purchase participations in) any Letter of Credit or reduce any amount receivable by such Issuing Bank or any Revolving Lender hereunder in respect of any Letter of Credit, then, within the time period and to the extent required by clause (e) below, following demand by such Issuing Bank or such Lender, the Borrower shall pay to such Issuing Bank or, in the case of such Lender, to the Administrative Agent for the account of such Lender, from time to time as specified by such Issuing Bank or such Lender, such additional amounts as shall be sufficient to compensate such Issuing Bank or such Lender for such increased costs or reductions in amount.

(e) Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, further, that the Borrower shall not be required to compensate the Administrative Agent, an Issuing Bank or a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent, such Issuing Bank or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of the intention of the Administrative Agent, such Issuing Bank or such Lender to claim compensation therefor (except that, if the Regulatory Change 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). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section; provided that the Administrative Agent, such Issuing Bank or such Lender, as applicable, shall provide the Borrower with a written certification that such Person is generally charging other borrowers or account parties for such additional costs incurred or reductions suffered on loans to companies similarly situated to the Borrower in connection with syndicated credit facilities as reasonably determined by such Lender acting in good faith. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall, provided that such determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

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Section 5.2. Benchmark Replacement Setting.

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect to any then-current Benchmark, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Requisite Lenders. No replacement of a then-current Benchmark with a Benchmark Replacement pursuant to this Section 5.2(a) will occur prior to the applicable Benchmark Transition Start Date.

(b) Benchmark Replacement Conforming Change. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right in consultation with the Borrower to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower and the Lenders of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.2(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent pursuant to this Section 5.2 including, without limitation, 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 or refrain from taking any action, will be conclusive and binding on all parties hereto absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 5.2.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if any then-current Benchmark is a term rate and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative, tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative, then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

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(e) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Loan or, Conversion to or Continuation of SOFR Loans to be made, Converted or Continued during any Benchmark Unavailability Period and, failing that, either the Borrower will be deemed to have converted any request for (i) a Term SOFR Loan into a request for a Loan of or Conversion to (A) a Daily Simple SOFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (B) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event and (ii) a Daily Simple SOFR Loan into a request for a Loan of or a Conversion to a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Section 5.3. Illegality.

Notwithstanding any other provision of this Agreement, if any Lender shall determine (which determination shall be conclusive and binding) that it is unlawful for such Lender to honor its obligation to make or maintain SOFR Loans of any Type hereunder then such Lender shall promptly notify the Borrower thereof (with a copy of such notice to the Administrative Agent) and such Lender’s obligation to make or Continue, or to Convert Loans of any other Type into, SOFR Loans of such Type shall be suspended until such time as such Lender may again make and maintain SOFR Loans of such Type (in which case the provisions of Section 5.5 shall be applicable).

Section 5.4. Compensation.

The Borrower shall pay to the Administrative Agent within the time period required by the last sentence of this Section 5.4 for the account of the applicable Lenders in accordance with their respective Pro Rata Shares, in addition to any amounts of interest otherwise payable hereunder, the Breakage Costs incurred by such Lender as a result of any of the events set forth in the definition of Breakage Costs. The Borrower understands, agrees and acknowledges the following: (a) no Lender has any obligation to purchase, sell and/or match funds in connection with the use of any Benchmark as a basis for calculating the rate of interest on a SOFR Loan; (b) any such Benchmark is used merely as a reference in determining such rate; and (c) the Borrower has accepted each Benchmark as a reasonable and fair basis for calculating such rate and any Breakage Costs. The Borrower further agrees to pay the Breakage Costs, if any, whether or not a Lender elects to purchase, sell and/or match funds. For the purpose of calculating amounts payable to a Lender under this Section, each Lender shall be deemed to have actually funded its relevant SOFR Loan through the purchase of a deposit in Dollars bearing interest at the applicable Benchmark in an amount equal to the amount of that SOFR Loan and, with respect to any Term SOFR Loan, having a maturity comparable to the relevant Interest Period applicable thereto; provided, that each Lender may fund each of its SOFR Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section. The Borrower shall pay all Breakage Costs required to be paid by it pursuant to this Agreement and incurred from time to time by any Lender upon demand within fifteen (15) days from receipt of written notice from the Administrative Agent, or such earlier date as may be required by this Agreement.

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Section 5.5. Treatment of Affected Loans.

If the obligation of any Lender to make SOFR Loans of any Type or to Continue, or to Convert Base Rate Loans into, SOFR Loans of any Type shall be suspended pursuant to Section 5.1(c) or Section 5.3. then such Lender’s SOFR Loans of such Type shall be automatically Converted into (i) in the case of a Term SOFR Loan (A) a Daily Simple SOFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of such suspension pursuant to Section 5.1(c) or Section 5.3 or (B) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a such suspension pursuant to Section 5.1(c) or Section 5.3 and (ii) in the case of a Daily Simple SOFR Loan into a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of such suspension pursuant to Section 5.1(c) or Section 5.3, in each case, on the last day(s) of the then current Interest Period(s) for Term SOFR Loans or applicable interest payment date for Daily Simple SOFR Loans (or, in the case of a Conversion required by Section 5.1(c) or Section 5.3 on such earlier date as such Lender or the Administrative Agent, as applicable, may specify to the Borrower (with a copy to the Administrative Agent, as applicable)) and, unless and until such Lender or the Administrative Agent, as applicable, gives notice as provided below that the circumstances specified in Section 5.1 or Section 5.3 that gave rise to such Conversion no longer exist:

(a) to the extent that such Lender’s SOFR Loans of such Type have been so Converted into Base Rate Loans, all payments and prepayments of principal that would otherwise be applied to such Lender’s SOFR Loans of such Type shall be applied instead to its Base Rate Loans; and

(b) all Loans of such Type that would otherwise be made or Continued by such Lender as SOFR Loans of such Type shall be made or Continued instead as (i) in the case of a Term SOFR Loan (A) a Daily Simple SOFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of such suspension pursuant to Section 5.1(c) or Section 5.3 or (B) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a such suspension pursuant to Section 5.1(c) or Section 5.3 and (ii) in the case of a Daily Simple SOFR Loan into a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of such suspension pursuant to Section 5.1(c) or Section 5.3, in each case, and all Base Rate Loans of such Lender that would otherwise be Converted into SOFR Loans of such Type shall remain as Base Rate Loans.

If such Lender or the Administrative Agent, as applicable, gives notice to the Borrower (with a copy to the Administrative Agent, as applicable) that the circumstances specified in Section 5.1(c) or 5.3 that gave rise to the Conversion of such Lender’s SOFR Loans of such Type pursuant to this Section no longer exist (which such Lender or the Administrative Agent, as applicable, agrees to do promptly upon such circumstances ceasing to exist) at a time when SOFR Loans of such Type made by other Lenders are outstanding, then such Lender’s Base Rate Loans shall be automatically Converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding SOFR Loans of such Type, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding SOFR Loans of such Type and by such Lender are held pro rata (as to principal amounts, Types and Interest Periods) in accordance with their respective Commitments.

Section 5.6. Affected Lenders.

If (a) a Lender requests compensation pursuant to Section 3.10 or 5.1, or is a Lender that sold a participation to a Participant that requests compensation pursuant to Section 3.10 or 5.1, and the Requisite Lenders are not also doing the same, (b) the obligation of any Lender to make SOFR Loans of any Type or to Continue, or to Convert Base Rate Loans into, SOFR Loans of any Type shall be suspended pursuant to Section 5.1(c) or 5.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections or (c) a Lender becomes a Non-Consenting Lender, then the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender

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under Section 2.4(j) and Section 2.5(e) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee or (ii) pay to the Affected Lender the aggregate principal balance of the Loans then owing to the Affected Lender, plus the aggregate amount of payments previously made by the Affected Lender under Section 2.4(j) and Section 2.5(e) that have not been repaid, plus any accrued but unpaid interest and accrued but unpaid fees owing to the Affected Lender (or such other amount as may be mutually agreed upon by the Borrower and such Affected Lender), and by written notice to such Affected Lender, terminate such Affected Lender’s Commitment, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents (but shall continue to be entitled to the benefits of Sections 3.10, 5.1, 5.4, 13.2 and 13.9 and the other provisions of this Agreement and the other Loan Documents as provided in Section 13.10 with respect to facts and circumstances occurring prior to the effective date of such payment). Each of the Administrative Agent, the Borrower and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders; provided, however, notwithstanding anything to the contrary in this Agreement, the Borrower shall not be obligated to reimburse or otherwise pay an Affected Lender’s administrative or legal costs incurred as a result of the Borrower’s exercise of its rights under this Section. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to this Agreement (including, without limitation, pursuant to Sections 3.10, 5.1 or 5.4) with respect to any period up to the date of replacement. In connection with any such assignment under this Section 5.6, such Affected Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption; provided that if such Affected Lender fails to execute such documents within one Business Day of request by the Borrower, such assignment shall be effective without any further action by such Affected Lender.

Section 5.7. Change of Lending Office.

Each Lender agrees that it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate an alternate Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates with respect to any of its Loans affected by the matters or circumstances described in Sections 3.10, 5.1 or 5.3 if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.10, 5.1, or 5.3, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

ARTICLE VI. CONDITIONS PRECEDENT

Section 6.1. Initial Conditions Precedent.

The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder on or after the Agreement Date, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent:

(a) The Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent:

(i) counterparts of this Agreement executed by each of the parties hereto;

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(ii) Revolving Notes and Term Notes executed by the Borrower, in each case, payable to each applicable Lender and complying with the terms of Section 2.12(a) and the Swingline Note executed by the Borrower, in each case, to the extent requested by any Lender;

(iii) an opinion of outside counsel to the Borrower and the other Loan Parties, addressed to the Administrative Agent and the Lenders and covering such matters as the Administrative Agent may reasonably request;

(iv) copies of the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of incorporation or formation of such Person (or in the case of any Loan Party other than the Borrower, any other date acceptable to the Administrative Agent so long as such organizational documents are certified as of the Effective Date by the Secretary or Assistant Secretary (or other individual performing similar functions) of the applicable Loan Party);

(v) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation or incorporation of each such Person;

(vi) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation;

(vii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party;

(viii) an Unencumbered Asset Certificate calculated as of December 31, 2022 and including a pro forma listing of Unencumbered Assets as of December 31, 2022, after giving effect to the Acquisition and the other transactions occurring on the Agreement Date;

(ix) a Compliance Certificate calculated on a pro forma basis after giving effect to the Acquisition and the other transactions occurring on the Agreement Date;

(x) a Closing Certificate substantially in form of Exhibit T, executed on behalf of the Borrower by an authorized officer of the Borrower;

(xi) evidence that the Existing Term Loans under the Existing Term Loan Agreement have been paid in full and all Liens and guarantees with respect thereto have been terminated and released (or substantially concurrently with the first Credit Event will be so paid, terminated and released), in form and substance reasonably satisfactory to the Administrative Agent;

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(xii) evidence that the Existing Revolving Loans and Existing Revolving Commitments under the Existing Revolver Agreement have been paid in full and all Liens and guarantees with respect thereto have been terminated and released (or substantially concurrently with the first Credit Event will be so paid, terminated and released), in form and substance reasonably satisfactory to the Administrative Agent; and

(xiii) evidence that the Fees, if any, then due and payable under Section 3.5, together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent, the Lead Arrangers and any of the Lenders, including without limitation, the reasonable fees and expenses of counsel to the Administrative Agent invoiced to the Borrower at least 2 Business Days prior to the Agreement Date, have been paid (or substantially concurrently with the first Credit Event will be paid);

(b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since September 15, 2022 that has had or could reasonably be expected to result in a Material Adverse Effect;

(c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which is reasonably likely to be adversely determined, and, if adversely determined, could reasonably be expected to (A) result in a Material Adverse Effect or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;

(d) the Borrower and the other Loan Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any Applicable Law or (B) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which, or the failure to make, give or receive which, would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;

(e) the Lenders shall have completed their accounting, business, financial, legal, tax, environmental and regulatory due diligence investigation of the Borrower, the Guarantors and the Unencumbered Assets in scope, and with results, satisfactory to the Lenders in their sole discretion;

(f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender at least 2 Business Days prior to the Agreement Date in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act and if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver to each Lender that so requests at least 5 days prior to the Agreement Date, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower; and

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(g) The Acquisition shall be consummated immediately prior to, or substantially concurrently with, the funding of the 2023 Term Loans and the availability of the Revolving Commitments in all material respects in accordance with the Acquisition Agreement.

Section 6.2. Conditions Precedent to All Loans and Letters of Credit.

The obligations of (i) Lenders to make any Loans and (ii) the Issuing Banks to issue Letters of Credit are each subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.16 would occur after giving effect thereto; (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6; and (c) in the case of the borrowing of Revolving Loans, the Administrative Agent shall have received a timely Notice of Revolving Borrowing, in the case of a Swingline Loan, the Swingline Lender shall have received a timely Notice of Swingline Borrowing, and in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent, the Issuing Banks and the Lenders at the time any Loan is made or any Letter of Credit is issued that all conditions to the making of such Loan or issuing of such Letter of Credit contained in Section 6.1, solely in the case of the initial Loan made or Letter of Credit issued hereunder, whichever occurs first, and in this Section 6.2, in the case of the making of all Loans and the issuance of all Letters of Credit have been satisfied or waived. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and in this Section 6.2 that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

ARTICLE VII. REPRESENTATIONS AND WARRANTIES

Section 7.1. Representations and Warranties.

In order to induce the Administrative Agent and each Lender to enter into this Agreement and to make Loans and, in the case of the Issuing Banks, to issue Letters of Credit, the Borrower represents and warrants to the Administrative Agent, each Issuing Bank and each Lender as follows:

(a) Organization; Power; Qualification. Each of the Loan Parties and the other Subsidiaries is a corporation, limited liability company, partnership or other legal entity, duly organized or formed, validly existing and in good standing under the jurisdiction of its incorporation or formation, has the power and authority to own or lease its respective properties and to carry on its respective business as now being and

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hereafter proposed to be conducted and is duly qualified and is in good standing as a foreign corporation, limited liability company, partnership or other legal entity, and authorized to do business, in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization and where the failure to be so qualified or authorized could reasonably be expected to have, in each instance, a Material Adverse Effect.

(b) Ownership Structure. Part I of Schedule 7.1(b) of the Disclosure Letter is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement Date, except as disclosed in Schedule 7.1(b) of the Disclosure Letter, (A) each of the Borrower and its Subsidiaries owns, free and clear of all Liens, and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule of the Disclosure Letter, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other Equity Interests of any type in, any such Person. Part II of Schedule 7.1(b) of the Disclosure Letter correctly sets forth, as of the Agreement Date, all Unconsolidated Affiliates of the Borrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Borrower.

(c) Authorization of Loan Documents and Borrowings. The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations contained herein or therein and as may be limited by equitable principles generally (whether in a proceeding at law or in equity).

(d) Compliance of Loan Documents with Laws. The execution, delivery and performance of this Agreement and the other Loan Documents to which any Loan Party is a party in accordance with their respective terms and the borrowings and other extensions of credit hereunder do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) in any material respect relating to the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the articles of incorporation or the bylaws of the Borrower or the organizational or governing documents of any Loan Party, or any material indenture, agreement or other instrument to which the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the other Lender Parties.

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(e) Compliance with Law; Governmental Approvals. Each of the Borrower, each of the other Loan Parties and each of the other Subsidiaries is in compliance with each Governmental Approval and all other Applicable Laws relating to it except for noncompliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(f) Title to Properties; Liens. Schedule 7.1(f) of the Disclosure Letter is, as of December 31, 2022 after giving effect to the Acquisition and the other transactions occurring on the Agreement Date a complete and correct listing of all real estate assets of the Borrower, each other Loan Party and each other Subsidiary, setting forth, for each such Property, the current occupancy status of such Property and whether such Property is a Development Property and, if such Property is a Development Property, the status of completion of such Property. During the period from December 31, 2022 to and including the Agreement Date, the Borrower and its Subsidiaries have not acquired or disposed of any material real estate assets. Schedule 4.1 of the Disclosure Letter is, as of December 31, 2022, a complete and correct listing of all Unencumbered Assets. Each of the Borrower, each other Loan Party and each other Subsidiary has good, marketable (in the case of real property) and legal title to, or a valid leasehold interest in, its respective material assets. No Unencumbered Asset is subject to any Lien other than Permitted Liens or any Negative Pledge (other than a Negative Pledge in favor of a Loan Party).

(g) Existing Indebtedness; Consolidated Total Indebtedness. The Compliance Certificate includes, as of the Agreement Date after giving effect to the Acquisition and the other transactions occurring on the Agreement Date, a complete and correct listing of all Indebtedness (including all Guarantees) of each of the Borrower, the other Loan Parties and the other Subsidiaries, and if such Indebtedness is secured by any Lien, a description of all of the property subject to such Lien. The Compliance Certificate includes, as of the Agreement Date after giving effect to the Acquisition and the other transactions occurring on the Agreement Date, a complete and correct listing of all Consolidated Total Indebtedness of the Borrower, the other Loan Parties and the other Subsidiaries.

(h) Material Contracts. Schedule 7.1(h) of the Disclosure Letter is, as of the Agreement Date after giving effect to the Acquisition and the other transactions occurring on the Agreement Date, a true, correct and complete listing of all Material Contracts. Copies of any Material Contracts entered into by the Borrower or any Subsidiary during the period from September 30, 2022 to, but not including, the Agreement Date have been publicly filed by the Borrower with the SEC. As of the Agreement Date after giving effect to the Acquisition and the other transactions occurring on the Agreement Date, each of the Borrower, the other Loan Parties and the other Subsidiaries that are parties to any Material Contract has performed and is in compliance with all of the terms of such Material Contract to the extent that the noncompliance therewith would give any other party thereto the right to terminate such Material Contract.

(i) Litigation. Except as set forth on Schedule 7.1(i) of the Disclosure Letter, there are no actions, suits or proceedings pending (nor, to the knowledge of any Loan Party, are there any actions, suits or proceedings threatened in writing) against or in any other way relating adversely to or affecting the Borrower, any other Loan Party, any other Subsidiary or any of their respective property in any court or before any arbitrator of any kind or before or by any other Governmental Authority which could reasonably be expected to have a Material Adverse Effect. There are no strikes, slowdowns, work stoppages or walkouts or other labor disputes in progress or, to the knowledge of any Loan Party, threatened in writing, relating to, any Loan Party or any other Subsidiary which could reasonably be expected to have a Material Adverse Effect.

(j) Taxes. All federal, material state and other material tax returns of the Borrower, each other Loan Party and each other Subsidiary required by Applicable Law to be filed have been duly filed, and all material federal, state and other taxes, assessments and other governmental charges or levies upon, each Loan Party, each other Subsidiary and their respective properties, income, profits and assets which are due and payable have been paid, except any such nonpayment or non-filing which is at the time permitted under

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Section 8.6. As of the Agreement Date, none of the United States federal income tax returns of the Borrower, any other Loan Party or any other Subsidiary is under a material tax audit. All charges, accruals and reserves on the books of the Borrower, the other Loan Parties and the other Subsidiaries in respect of any taxes or other governmental charges are in accordance with GAAP to the extent required under GAAP.

(k) Financial Statements. The Borrower has furnished to the Administrative Agent for distribution to the Lenders copies of (i) the audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries for the fiscal years ended December 31, 2020 and December 31, 2021, and the related audited consolidated statements of income, equity and cash flows for the fiscal years ended on such dates, with the opinion thereon of Ernst & Young LLP, and (ii) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries for the fiscal quarters ended March 31, 2022, June 30, 2022, and September 30, 2022, and the related unaudited consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for the fiscal quarter ended on each such date. Such financial statements (including in each case related schedules and notes) are complete and correct in all material respects and present fairly, in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Borrower and its consolidated Subsidiaries as at their respective dates and the results of operations and the cash flow for such periods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments and the absence of footnotes).

(l) No Material Adverse Change; Solvency. Since September 15, 2022, there shall not have occurred any Material Adverse Effect. The Borrower and its Subsidiaries on a consolidated basis are Solvent.

(m) ERISA.

(i) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Employee Benefit Plan is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Each Employee Benefit Plan that is intended to be tax qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the IRS or is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the IRS with respect to such prototype plan, or an application for such a letter is currently being processed by the IRS with respect thereto. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each such Employee Benefit Plan’s favorable determination letter or opinion letter.

(ii) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the best knowledge of the Borrower, threatened, claims, actions or lawsuits or other action (other than routine claims for benefits) against the Borrower by any Governmental Authority, plan participant or beneficiary with respect to any Employee Benefit Plan; (iii) there are no violations of the fiduciary responsibility rules by the Borrower or, to the knowledge of the Borrower, any other fiduciary with respect to any Employee Benefit Plan; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Qualified Plan, that would reasonably be expected to subject any member of the Borrower or such Subsidiary to a tax on prohibited transactions imposed by Section 502(i) of ERISA or an excise tax imposed by Section 4975 of the Internal Revenue Code.

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(n) Absence of Defaults. None of the Loan Parties or any of the other Subsidiaries is in default under its certificate or articles of incorporation or formation, bylaws, partnership agreement, limited liability company agreement or other similar organizational documents, and no event has occurred, which has not been remedied, cured or waived: (i) which constitutes a Default or an Event of Default; or (ii) which constitutes, or which with the passage of time, the giving of notice, or both, would constitute, a default or event of default by, any Loan Party or any other Subsidiary under any judgment, decree or order to which any such Person is a party or by which any such Person or any of its respective properties may be bound where such default or event of default could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(o) Environmental Laws. In the ordinary course of business, and from time to time, each of the Borrower, each other Loan Party and each other Subsidiary conducts reviews of the effect of Environmental Laws on its respective business, operations and properties. Each of the Borrower, each other Loan Party and each other Subsidiary: (i) is in compliance with all Environmental Laws applicable to its business, operations and the Assets, (ii) has obtained all Governmental Approvals which are required under Environmental Laws, and each such Governmental Approval is in full force and effect, and (iii) is in compliance with all terms and conditions of such Governmental Approvals, where with respect to each of the immediately preceding clauses (i) through (iii) the failure to obtain or to comply with could reasonably be expected to have a Material Adverse Effect. Except for any of the following matters that could not reasonably be expected to have a Material Adverse Effect, no Loan Party has any knowledge of, or has received notice of, any past, present, or pending releases, events, conditions, circumstances, activities, practices, incidents, facts, occurrences, actions, or plans that, with respect to any Loan Party or any other Subsidiary, their respective businesses, operations or with respect to the Assets, may: (x) cause or contribute to an actual or alleged violation of or noncompliance with Environmental Laws, (y) cause or contribute to any other potential common-law or legal claim or other liability, or (z) cause any of the Assets (or related underlying Real Estate) to become subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law or require the filing or recording of any notice, approval or disclosure document under any Environmental Law and, with respect to the immediately preceding clauses (x) through (z) is based on or related to the on-site or off-site manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport, removal, clean up or handling, or the emission, discharge, release or threatened release of any wastes or Hazardous Material, or any other requirement under Environmental Law. There is no civil, criminal, or administrative action, suit, demand, claim, hearing, notice, or demand letter, mandate, order, lien, request, investigation, or proceeding pending or, to the Borrower’s knowledge after due inquiry, threatened in writing, against the Borrower, any other Loan Party or any other Subsidiary relating in any way to Environmental Laws which, reasonably could be expected to have a Material Adverse Effect. None of the Assets (or related underlying Real Estate) is listed on or proposed for listing on the National Priority List promulgated pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and its implementing regulations, or any state or local priority list promulgated pursuant to any analogous state or local law, except to the extent all such listings taken together could not reasonably be expected to result in a Material Adverse Effect. To the Borrower’s knowledge, no Hazardous Materials generated at or transported from the Assets (or related underlying Real Estate) are or have been transported to, or disposed of at, any location that is listed or proposed for listing on the National Priority List or any analogous state or local priority list, or any other location that is or has been the subject of a clean-up, removal or remedial action pursuant to any Environmental Law, except to the extent that such transportation or disposal could not reasonably be expected to result in a Material Adverse Effect.

(p) Investment Company. None of the Borrower, any other Loan Party or any other Subsidiary is (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or (ii) subject to any other Applicable Law which purports to regulate or restrict its ability to borrow money or obtain other extensions of credit or to consummate the transactions contemplated by this Agreement or to perform its obligations under any Loan Document to which it is a party.

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(q) Margin Stock. None of the Borrower, any other Loan Party or any other Subsidiary is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System.

(r) Reserved.

(s) Intellectual Property. Except for such instances as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (1) each of the Loan Parties and each other Subsidiary owns or has the right to use, under valid license agreements or otherwise, all patents, licenses, franchises, trademarks, trademark rights, service marks, service mark rights, trade names, trade name rights, trade secrets and copyrights (collectively, “Intellectual Property”) necessary to the conduct of its businesses, without known conflict with any patent, license, franchise, trademark, trademark right, service mark, service mark right, trade secret, trade name, copyright, or other proprietary right of any other Person; (2) all such Intellectual Property is fully protected and/or duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filing or issuances and (3) no claim has been asserted by any Person with respect to the use of any such Intellectual Property by the Borrower, any other Loan Party or any other Subsidiary, or challenging or questioning the validity or effectiveness of any such Intellectual Property.

(t) Business. As of the Agreement Date, the Borrower, the other Loan Parties and the other Subsidiaries are engaged primarily in the business of owning, financing the acquisition and development of, operating, buying, selling and managing completed commercial properties leased to third party tenants principally, but not exclusively, on a net lease basis, and extending mortgage loans, together with other business activities incidental thereto.

(u) Broker’s Fees. No broker’s or finder’s fee, commission or similar compensation will be payable with respect to the transactions contemplated hereby. Except for Fees payable pursuant to the Fee Letter, no other similar fees or commissions will be payable by any Loan Party for any other services rendered to the Borrower, any other Loan Party or any other Subsidiary ancillary to the transactions contemplated hereby.

(v) Accuracy and Completeness of Information. All written information, reports and other papers (other than financial projections, pro forma information, estimates, forecasts, and other forward looking statements, general economic and general industry information, reports and other papers, and all third party memos or reports) furnished to the Administrative Agent, any Issuing Bank or any Lender by, on behalf of, or at the direction of, the Borrower, any other Loan Party or any other Subsidiary, in connection with the negotiation, preparation or execution of this Agreement or delivered hereunder from time to time, taken as a whole, together with the information publicly filed by the Borrower or its Subsidiaries with the SEC does not, taken as a whole, contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, in the case of financial statements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments and absence of full footnote disclosure). All financial projections, estimates, forecasts and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender by or on behalf of the Borrower, any other Loan Party or any other Subsidiary were or will be prepared in good faith based upon assumptions believed to be reasonable at the time made (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such information may differ significantly from the forecasted, estimated, pro forma, projected or anticipated results and assumptions, and such differences may be material).

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(w) Unencumbered Assets. Each of the Assets included in calculations of Consolidated Total Adjusted Unencumbered Asset Value qualifies as an Unencumbered Asset.

(x) Not Plan Assets; No Non-Exempt Prohibited Transactions. None of the assets of the Borrower, any other Loan Party or any other Subsidiary constitutes, and none of the Borrower, any other Loan Party or any other Subsidiary will be using in connection with the Loans, the Letters of Credit or the Commitments any, “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Employee Benefit Plans. Assuming that no Lender funds any amount payable by it hereunder with “plan assets,” as that term is defined in 29 C.F.R. 2510.3-101, the execution, delivery and performance of this Agreement and the other Loan Documents, and the extensions of credit and repayment of amounts hereunder, do not and will not constitute non-exempt “prohibited transactions” under ERISA or the Internal Revenue Code.

(y) Anti-Corruption Laws and Sanctions; Anti-Terrorism Laws. None of the Borrower, any Subsidiary or, to the knowledge of the Borrower, any of their respective directors, officers, employees and agents (i) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States, 50 U.S.C. App. §§ 1 et seq., as amended (the “Trading with the Enemy Act”) or (ii) is in violation of (A) the Trading with the Enemy Act, (B) any of the foreign assets control regulations of the United States Treasury Department or any enabling legislation or executive order relating thereto, including without limitation, Executive Order No. 13224, effective as of September 24, 2001 relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (C) the Patriot Act (collectively, the “Anti-Terrorism Laws”). The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the knowledge of the Borrower, their respective directors, officers, employees and agents are in compliance with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions in all material respects. None of the Borrower or any Subsidiary is, or derives any portion of its assets or operating income from investments in or transactions with, a Sanctioned Person and, to the knowledge of the Borrower, none of the respective directors, officers, employees or agents of the Borrower or any of its Subsidiaries is a Sanctioned Person.

(z) REIT Status. The Borrower qualifies as, and has elected to be treated as, a REIT.

(aa) Affected Financial Institution. Neither the Borrower nor any other Loan Party is an Affected Financial Institution.

(bb) Beneficial Ownership. The information included in each Beneficial Ownership Certification delivered to the Administrative Agent and/or any Lender in connection with this Agreement is true and correct in all respects as of the date of such Beneficial Ownership Certificate.

Section 7.2. Survival of Representations and Warranties, Etc.

All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at the Agreement Date, the Effective Date, the date on which any extension of the Revolving Termination Date is effectuated pursuant to Section 2.14, the date on which any increase of the Revolving Commitments, increase of the Term Loans or incurrence of Incremental Term Loans is effectuated pursuant to Section 2.17 and at the date of the occurrence of each Credit Event. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans and the issuance of the Letters of Credit.

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ARTICLE VIII. AFFIRMATIVE COVENANTS

Until the Payment in Full of the Obligations, the Borrower shall comply with the following covenants:

Section 8.1. Preservation of Existence and Similar Matters.

Except as otherwise permitted under Section 10.4, the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, preserve and maintain its respective existence (in the case of the Borrower, in a United States jurisdiction), rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect.

Section 8.2. Compliance with Applicable Law.

The Borrower shall comply, and shall cause each other Loan Party and each other Subsidiary to comply, and the Borrower shall use, and shall cause each other Loan Party and each other Subsidiary to use, commercially reasonable efforts to cause all other Persons occupying, using or present on the Assets (or the underlying Real Estate related thereto) to comply, with all Applicable Law, including the obtaining of all Governmental Approvals, the failure with which to comply could reasonably be expected to have a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions.

Section 8.3. Maintenance of Property.

In addition to the requirements of any of the other Loan Documents and except as may otherwise be permitted herein, the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, protect and preserve all of its respective material properties, including, but not limited to, all material Intellectual Property necessary to the conduct of its respective business, and maintain in good repair, working order and condition all tangible properties, ordinary wear and tear excepted.

Section 8.4. Conduct of Business.

The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, carry on its respective businesses as described in Section 7.1(t).

Section 8.5. Insurance.

The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, maintain insurance (on a replacement cost basis) with financially sound and reputable insurance companies against such risks and in such amounts as is customarily maintained by Persons engaged in similar businesses or as may be required by Applicable Law. The Borrower shall from time to time deliver to the Administrative Agent upon request a detailed list, together with copies of all policies of the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby.

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Section 8.6. Payment of Taxes and Claims.

The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, pay and discharge when due (a) all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, would reasonably be expected to result in the creation of a Lien (other than a Lien not resulting in an Event of Default under Section 11.1(h)) on any properties of such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings diligently conducted which operate to suspend the collection thereof and for which adequate reserves have been established on the books of such Person in accordance with GAAP to the extent required by GAAP.

Section 8.7. Books and Records; Inspections.

The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, keep proper books of record and account in which, in all material respects, full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, permit representatives of the Administrative Agent or any Lender to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants (in the presence of an officer of the Borrower), all at such reasonable times during business hours and as often as may reasonably be requested and so long as no Event of Default exists, with reasonable prior notice. The Borrower shall be obligated to reimburse the Administrative Agent and the Lenders for their reasonable costs and expenses incurred in connection with the exercise of their rights under this Section only if such exercise occurs while a Default or Event of Default exists. The Borrower hereby authorizes and instructs its accountants to discuss the financial affairs of the Borrower, any other Loan Party or any other Subsidiary with the Administrative Agent or any Lender in accordance with the terms of this Section.

Section 8.8. Use of Proceeds.

The Borrower will use the proceeds of Loans only (a) in the case of the 2023 Term Loans, to refinance the Existing Term Loans outstanding under the Existing Term Loan Agreement on the Effective Date, (b) in the case of the Revolving Loans, to refinance the Existing Revolving Loans outstanding under the Existing Revolver Agreement on the Effective Date, (c) for the payment of pre-development and development costs incurred in connection with Assets owned by the Borrower or any Subsidiary; (d) to finance acquisitions and equity and debt investments otherwise permitted under this Agreement; (e) to finance capital expenditures of the Borrower and its Subsidiaries; and (f) to provide for the general working capital needs of the Borrower and its Subsidiaries and for other general corporate purposes of the Borrower and its Subsidiaries (including distributions and stock repurchases otherwise permitted under this Agreement). The Borrower shall only use Letters of Credit for the same purposes for which it may use the proceeds of Loans. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use any part of such proceeds, or any Letter of Credit, to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stock, in each case in violation of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; provided,

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however, to the extent not otherwise prohibited by this Agreement or the other Loan Documents, the Borrower may use proceeds of the Loans to purchase outstanding shares of its common stock and Preferred Securities (to the extent such payments are permitted by Section 10.1(c)) so long as such use will not result in any of the Loans, Letters of Credit or other Obligations being considered to be “purpose credit” directly or indirectly secured by margin stock within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System. No proceeds of any Loan or any Letter of Credit will be used directly or indirectly in any manner which would violate Anti-Corruption Laws, Anti-Terrorism Laws or applicable Sanctions.

Section 8.9. Environmental Matters.

The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, comply with, and to include within all leases relating to any Asset (or underlying Real Estate related thereto) for which the Borrower, any other Loan Party or other Subsidiary is the lessor or lender terms requiring their respective tenants and/or borrowers to comply with, all Environmental Laws the failure with which to comply could reasonably be expected to have a Material Adverse Effect. The Borrower shall comply, and shall cause each other Loan Party and each other Subsidiary to comply, and the Borrower shall use, and shall cause each other Loan Party and each other Subsidiary to use, commercially reasonable efforts to cause all other Persons occupying, using or present on the Assets (or underlying Real Estate related thereto) to comply, with all Environmental Laws where the failure to comply with could reasonably be expected to have a Material Adverse Effect. The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, promptly take all actions and pay or arrange to pay all costs necessary for it and for the Assets (or underlying Real Estate related thereto) to comply with all Environmental Laws and all Governmental Approvals, including actions to remove and dispose of all Hazardous Materials and to clean up the Assets (or underlying Real Estate related thereto) as required under Environmental Laws, in the case of each of the forgoing, where the failure to comply with could reasonably be expected to have a Material Adverse Effect. The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, promptly take all actions necessary to prevent the imposition of any Liens on any of their respective properties arising out of or related to any Environmental Laws, where the imposition of such Lien could reasonably be expected to have a Material Adverse Effect. Nothing in this Section shall impose any obligation or liability whatsoever on the Administrative Agent or any Lender.

Section 8.10. Further Assurances.

At the Borrower’s cost and expense and upon request of the Administrative Agent, the Borrower shall, and shall cause each other Loan Party and each other Subsidiary that is required to become a Loan Party in accordance with the terms hereof to, duly execute and deliver or cause to be duly executed and delivered, to the Administrative Agent such further instruments, documents and certificates, and do and cause to be done such further acts that may be reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to carry out more effectively the provisions and purposes of this Agreement and the other Loan Documents.

Section 8.11. Material Contracts.

After giving effect to the Acquisition and the other transactions occurring on the Agreement Date, the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, duly and punctually perform and comply with all terms and conditions of all Material Contracts to which it is a party to the extent that the failure to comply therewith would permit any other party thereto to terminate such Material Contract. After giving effect to the Acquisition and the other transactions occurring on the Agreement Date, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, do or knowingly permit to be done anything to impair materially the value of any of the Material Contracts.

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Section 8.12. REIT Status.

The Borrower shall maintain its status as, and election to be treated as, a REIT under the Internal Revenue Code.

Section 8.13. [Reserved].

Section 8.14. Guarantors.

(a) Requirements to Become a Guarantor. Within 30 days (or such later date as may be acceptable to the Administrative Agent) of the date on which a Subsidiary Guarantees, or otherwise becomes obligated at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of, any Recourse Indebtedness, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iv) through (vii) of Section 6.1(a) and under Section 6.1(f) if such Subsidiary had been required to become a Guarantor on the Agreement Date; provided, that (x) the foregoing requirement to become a Guarantor shall not apply to Guaranties of exceptions to non-recourse liability described in the definition of “Non-Recourse Indebtedness” and (y) in lieu of causing such Subsidiary to become a Guarantor, by written notice to the Administrative Agent, the Borrower may elect to exclude such Subsidiary and all Assets owned directly or indirectly by such Subsidiary from inclusion as Unencumbered Assets (whereupon no Assets of such Subsidiary or any Subsidiary of such Subsidiary shall be included in the calculation of Consolidated Total Adjusted Unencumbered Asset Value) (any such Subsidiary, a “Designated Excluded Subsidiary”). In addition, the Borrower shall be permitted, in its sole discretion, to cause any Subsidiary to become a Guarantor at any time by delivering to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iv) through (vii) of Section 6.1(a) and under Section 6.1(f) if such Subsidiary had been required to become a Guarantor on the Agreement Date.

(b) Release of Guarantors. The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i)(A) such Guarantor is not, or simultaneously with its release from the Guaranty will not be, required to be a party to the Guaranty under the immediately preceding subsection (a), (B) such Guarantor has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Subsidiary or (C) the Borrower has elected to designate such Subsidiary as a Designated Excluded Subsidiary; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release (including after giving pro forma effect to the removal of any Asset from the calculation of Consolidated Total Adjusted Unencumbered Asset Value as a result thereof); (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6; and (iv) the Administrative Agent shall have received such written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

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ARTICLE IX. INFORMATION

Until the Payment in Full of the Obligations, the Borrower shall furnish to the Administrative Agent for distribution to each of the Lenders:

Section 9.1. Quarterly Financial Statements.

Within 15 days after the same is filed with the SEC (but in no event later than 45 days after the end of each of the first, second and third fiscal quarters of each fiscal year of the Borrower, including if the Borrower is not required or does not elect to file the same with the SEC), the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such period, setting forth in each case in comparative form the figures as of the end of and for the corresponding periods of the previous fiscal year, all of which shall be certified by a Responsible Officer of the Borrower, in his or her opinion, to present fairly, in accordance with GAAP, the consolidated financial position of the Borrower and its Subsidiaries as at the date thereof and the results of operations for such period (subject to normal year-end audit adjustments and the absence of footnotes).

Section 9.2. Year-End Statements.

Within 15 days after the same is filed with the SEC (but in no event later than 90 days after the end of each fiscal year of the Borrower, including if the Borrower is not required or does not elect to file the same with the SEC), the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income, equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be (a) certified by a Responsible Officer of the Borrower, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the financial position of the Borrower and its Subsidiaries as at the date thereof and the result of operations for such period and (b) accompanied by the report thereon of Ernst & Young LLP or any other independent certified public accountants of recognized national standing whose report shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than a qualification, if applicable, as to going concern status due to the impending maturity of the Obligations within 12 months) and who shall have authorized the Borrower to deliver such financial statements and report to the Administrative Agent and the Lenders pursuant to this Agreement.

Section 9.3. Compliance Certificate.

At the time the financial statements are furnished pursuant to Sections 9.1 and 9.2, a certificate substantially in the form of Exhibit S (or such other form reasonably acceptable to the Administrative Agent and the Borrower) (a “Compliance Certificate”) executed on behalf of the Borrower by a Responsible Officer of the Borrower (a) setting forth in reasonable detail as of the end of such fiscal quarter or fiscal year, as the case may be, the calculations required to establish whether the Borrower was in compliance with the covenants contained in Section 10.1; and (b) stating that no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred and the steps being taken by the Borrower with respect to such event, condition or failure.

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Section 9.4. Other Information.

(a) Within 5 Business Days after the filing thereof, copies of all registration statements (excluding the exhibits thereto (unless requested by the Administrative Agent) and any registration statements on Form S-8 or its equivalent), reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and all other periodic reports which any Loan Party or any other Subsidiary shall file with the SEC or any national securities exchange;

(b) Promptly upon the issuance thereof copies of all material press releases issued by the Borrower, any Subsidiary or any other Loan Party;

(c) Within 45 days after the end of each fiscal quarter of the Borrower, an Unencumbered Asset Certificate setting forth the information to be contained therein as of the last day of such fiscal quarter;

(d) No later than 90 days after the end of each fiscal year of the Borrower, projected balance sheets, operating statements and cash flow budgets of the Borrower and its Subsidiaries on a consolidated basis for each quarter of the next succeeding fiscal year;

(e) Within 30 days of Borrower’s obtaining knowledge, any ERISA Event that individually, or together with any other ERISA Event that has occurred, would reasonably be expected to have a Material Adverse Effect, a certificate from the Borrower setting forth details as to such occurrence and the action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to take;

(f) To the extent any Loan Party or any other Subsidiary is aware of the same, prompt notice of the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any arbitrator against or in any other way relating adversely to, or adversely affecting, any Loan Party or any other Subsidiary or any of their respective properties, assets or businesses which could reasonably be expected to have a Material Adverse Effect;

(g) A copy of any amendment to the certificate or articles of incorporation or formation, bylaws, partnership agreement or other similar organizational documents of any Loan Party within 30 Business Days after the effectiveness thereof;

(h) Prompt notice of any change in the business, assets, liabilities, financial condition, results of operations or business prospects of the Loan Parties and their Subsidiaries, taken as a whole, which has had, or could reasonably be expected to have, a Material Adverse Effect;

(i) Prompt notice of the occurrence of any Default or Event of Default;

(j) Promptly upon entering into any Material Contract after the Agreement Date, a copy of such Material Contract and prompt notice of any event constituting a breach of a Material Contract by the Borrower, any other Loan Party or any other Subsidiary, which breach (with the passage of time, the giving of notice, or otherwise), would permit a counterparty to such Material Contract to terminate such Material Contract;

(k) Prompt notice of any order, judgment or decree in excess of $20,000,000 having been entered against any Loan Party or any other Subsidiary or any of their respective properties or assets;

(l) Prompt notice of any written notification of a material violation of any Applicable Law shall have been received by any Loan Party or any other Subsidiary from any Governmental Authority;

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(m) Promptly upon the reasonable written request of the Administrative Agent, evidence of the Borrower’s calculation of the Equity Percentage with respect to a Subsidiary or an Unconsolidated Affiliate, such evidence to be in form and detail reasonably satisfactory to the Administrative Agent;

(n) [Reserved];

(o) Promptly, upon each request, information of the Borrower as a Lender may request in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act and the Beneficial Ownership Regulation; and

(p) From time to time promptly upon each written request, such data, certificates, reports, statements, documents or further information regarding any Asset or the business, assets, liabilities, financial condition, or results of operations of the Borrower, any of its Subsidiaries, or any other Loan Party as the Administrative Agent or any Lender through the Administrative Agent may reasonably request.

Section 9.5. Electronic Delivery of Certain Information.

(a) Documents and notices required to be delivered pursuant to the Loan Documents may be delivered by electronic communication and delivery, including, the Internet, e-mail or intranet websites to which the Administrative Agent and each Lender have access (including SEC/EDGAR, IntraLinks, SyndTrak, DebtDomain or any other commercial, third-party website or any website sponsored or hosted by the Administrative Agent or the Borrower) provided that the foregoing shall not apply to (i) notices to any Lender (or the Issuing Banks) pursuant to Article II (which delivery is covered by subsection (b) below) and (ii) any Lender (or Issuing Bank) that has notified the Administrative Agent and the Borrower that it cannot or does not want to receive electronic communications. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic delivery pursuant to procedures approved by it for all or particular notices or communications. Documents or notices delivered electronically shall be deemed to have been delivered on the date and at the time the Administrative Agent or the Borrower posts such documents or the documents become available on a commercial website and the Administrative Agent or Borrower notifies each Lender (which notice may be given electronically) of said posting and provides a link thereto; provided, (x) if such notice or other communication is not sent or posted during the normal business hours of the recipient, said posting date and time shall be deemed to have commenced as of 12:00 p.m. Eastern time on the opening of business on the next business day for the recipient and (y) if the deemed time of delivery occurs on a day that is not a business day for the recipient, the deemed time of delivery shall be 12:00 p.m. Eastern time on the next business day of the recipient.

(b) Notwithstanding anything to the contrary in the foregoing subsection (a) and for the avoidance of doubt, (i) any documents and notices required to be delivered by any Loan Party pursuant to the Loan Documents may be delivered by electronic means described above, and for all purposes hereunder, including delivery of information required under Article IX, electronic delivery of such documents and notices by any such Loan Party to the Administrative Agent, the Issuing Banks and the Lenders shall be deemed effective (x) when such documents are delivered to the Administrative Agent and such Loan Party receives an acknowledgement from the Administrative Agent (such as by the “return receipt requested” function, as available, return email or other written acknowledgement), or (y) if posted to a website as described in subsection (a) above (including SEC/EDGAR, IntraLinks, SyndTrak, DebtDomain or any other commercial, third-party website or any website sponsored or hosted by the Administrative Agent or the Borrower), on the date and at the time such document or notice is delivered electronically or posted to such website; provided, however, that (x) if such documents or notices are not delivered or posted during normal business hours of the Administrative Agent, such documents or notice shall be deemed to have been

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delivered or posted at the opening of the next Business Day of the Administrative Agent and (y) if the deemed time of delivery or posting occurs on a day that is not a Business Day, the deemed time of delivery or posting shall be 12:00 p.m. Eastern time on the next Business Day; and (ii) documents and notices required to be delivered pursuant to Article II may be delivered electronically to a website provided for such purpose by the Administrative Agent pursuant to procedures provided to the Borrower by the Administrative Agent.

Section 9.6. Public/Private Information.

The Borrower shall cooperate with the reasonable requests of the Administrative Agent in connection with the publication of certain materials and/or information provided by or on behalf of the Borrower. Documents required to be delivered pursuant to the Loan Documents shall be delivered by or on behalf of the Borrower to the Administrative Agent (collectively, “Information Materials”) pursuant to this Article and the Borrower shall designate Information Materials (a) that are either available to the public or not material with respect to the Borrower and its Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws, as “Public Information” and (b) that are not Public Information as “Private Information”.

Section 9.7. USA Patriot Act Notice; Beneficial Ownership Regulation Notice; Compliance.

The Patriot Act, the Beneficial Ownership Regulation and federal regulations issued with respect thereto require all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, a Lender (for itself and/or as a non-fiduciary agent for all Lenders hereunder) may from time-to-time request, and the Borrower shall, and shall cause the other Loan Parties to, provide promptly upon any such request to such Lender, such Loan Party’s name, address, tax identification number and/or such other identification information as shall be necessary for such Lender to comply with U.S. federal law. An “account” for this purpose may include, without limitation, a deposit account, cash management service, a transaction or asset account, a credit account, a loan or other extension of credit, and/or other financial services product.

ARTICLE X. NEGATIVE COVENANTS

Until the Payment in Full of the Obligations, the Borrower shall comply with the following covenants:

Section 10.1. Financial Covenants.

(a) Consolidated Total Indebtedness to Consolidated Total Adjusted Asset Value. The Borrower will not permit the ratio of Consolidated Total Indebtedness to Consolidated Total Adjusted Asset Value (expressed as a percentage) to be greater than the Maximum Total Leverage Ratio as of the last day of any fiscal quarter of the Borrower. As used herein, “Maximum Total Leverage Ratio” means sixty percent (60.0%); provided that the Borrower shall have the option, exercisable no more than three (3) times during the term of this Agreement, to elect that the Maximum Total Leverage Ratio may exceed sixty percent (60%) (but in no event, greater than sixty-five percent (65%)) for any fiscal quarter in which the Borrower or any of its Subsidiaries completes a Material Acquisition and the two immediately succeeding fiscal quarters so long as the Borrower has delivered a written notice to the Administrative Agent that the Borrower is exercising its option under this proviso.

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(b) Consolidated EBITDA to Consolidated Fixed Charges. The Borrower will not permit the ratio of Consolidated EBITDA determined for the most recently ended four (4) fiscal quarters to Consolidated Fixed Charges for the most recently ended four (4) fiscal quarters, to be less than 1.50 to 1.00 as of the last day of any fiscal quarter of the Borrower.

(c) Consolidated Total Secured Indebtedness to Consolidated Total Adjusted Asset Value. The Borrower will not permit the ratio of Consolidated Total Secured Indebtedness to Consolidated Total Adjusted Asset Value (expressed as a percentage) to exceed forty-five percent (45.0%) as of the last day of any fiscal quarter of the Borrower.

(d) Ratio of Unencumbered NOI to Interest Expense on Unsecured Indebtedness. The Borrower will not permit the ratio of (i) Unencumbered NOI of the Borrower and its Subsidiaries determined on a Consolidated basis to (ii) Interest Expense on Unsecured Indebtedness of the Borrower and its Subsidiaries determined on a Consolidated basis, to be less than 2.00 to 1.00 as of the last day of any fiscal quarter of the Borrower.

(e) Consolidated Unsecured Leverage Ratio. The Borrower will not permit the ratio of Consolidated Total Unsecured Indebtedness determined as of such date to Consolidated Total Adjusted Unencumbered Asset Value determined as of such date to be greater than the Maximum Unsecured Leverage Ratio as of the last day of any fiscal quarter of the Borrower. As used herein, “Maximum Unsecured Leverage Ratio” means, sixty percent (60%); provided that the Borrower shall have the option, exercisable no more than three (3) times during the term of this Agreement, to elect that the Maximum Unsecured Leverage Ratio may exceed sixty percent (60%) (but in no event, greater than sixty-five percent (65%)) for any fiscal quarter in which the Borrower or any of its Subsidiaries completes a Material Acquisition and the two immediately succeeding fiscal quarters so long as the Borrower has delivered a written notice to the Administrative Agent that the Borrower is exercising its option under this proviso.

(f) [Reserved].

(g) Distributions. If an Event of Default shall have occurred and be continuing, the Borrower shall make no Distributions or Preferred Distributions to its shareholders, partners, members or other owners, other than Distributions in an amount not to exceed the minimum distributions required under the Internal Revenue Code to maintain the status of the Borrower as a REIT under the Internal Revenue Code and to avoid the payment of any income or excise taxes imposed under Sections 857(b)(1), 857(b)(3) or 4981 of the Internal Revenue Code, as evidenced by a certification of the principal financial or accounting officer of the Borrower containing calculations in detail reasonably satisfactory in form and substance to the Administrative Agent.

Section 10.2. Negative Pledge.

The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) create, assume, incur, or permit or suffer to exist any Lien upon any of the Unencumbered Assets or any direct or indirect ownership interest of the Borrower in any Subsidiary owning any Unencumbered Asset, other than Permitted Liens or (b) permit any Unencumbered Asset or any direct or indirect ownership interest of the Borrower in any Subsidiary owning any Unencumbered Asset, to become subject to a Negative Pledge (other than a Negative Pledge in favor of a Loan Party) if immediately prior to the creation, assumption, incurrence or existence of such Lien, or Unencumbered Asset or ownership interest becoming subject to a Negative Pledge, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.

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Section 10.3. Restrictions on Intercompany Transfers.

Other than as expressly set forth in this Agreement, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary that directly or indirectly owns any Unencumbered Asset to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), (1) those encumbrances or restrictions (x) contained in any Loan Document, (y) existing by reason of Applicable Law or (z) contained in any Unencumbered Asset Documents and running in favor of a Loan Party or any agent for the benefit of a Loan Party, (2) customary restrictions contained in the organizational documents of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable solely to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (3) Permitted Unsecured Indebtedness Restrictions and encumbrances or restrictions contained in any agreement evidencing Unsecured Indebtedness so long as such encumbrances or restrictions are substantially similar to, or not more restrictive than, those contained in the Loan Documents or, (ii) with respect to clause (d), (1) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business, (2) customary restrictions on transfer contained in leases applicable only to the property subject to such lease, (3) restrictions on transfer contained in any agreement relating to the transfer, sale, conveyance, or other disposition, or merger or acquisition of or by a Subsidiary or the assets of a Subsidiary permitted under this Agreement pending such transfer, sale, conveyance or other disposition, or merger or acquisition; provided that in any such case, the restrictions apply only to the Subsidiary, the Equity Interests of such Subsidiary or the assets of such Subsidiary, including the assets that are the subject of such transfer, sale, conveyance or other disposition, or merger or acquisition, (4) customary non-assignment provisions or other customary restrictions on transfer arising under leases, licenses, sub-leases and sub-licenses, and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such leases, licenses, sub-leases, sub-licenses and contracts and the Subsidiary and the Equity Interests of the Subsidiary that own such assets and (5) restrictions on transfer contained in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement; provided that in any such case, the restrictions apply only to the assets that are encumbered by such Lien and the Subsidiary and the Equity Interests of the Subsidiary that own such assets.

Section 10.4. Merger, Consolidation, Sales of Assets, Acquisitions and Other Investments.

(a) Other than in pursuant to the Acquisition, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (i) enter into any transaction of merger or consolidation or (ii) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); provided, however, that, so long as no Default or Event of Default exists, or would result therefrom, (1) the Borrower may merge with any of its Subsidiaries or any other Person; provided that the Borrower is the continuing or surviving Person, (2) any Subsidiary of the Borrower may be merged or consolidated with or into any other Subsidiary of the Borrower or another Person; provided that the surviving or continuing Person is a Subsidiary, and provided further, that (x) if either Subsidiary is a Wholly Owned Subsidiary of the Borrower, the surviving or continuing Person is a Wholly Owned Subsidiary of the Borrower and (y) if the Borrower is party to any such merger or consolidation, the Borrower shall be the surviving or continuing Person, (3) a Subsidiary of the Borrower may be merged or consolidated with or into any other Person in connection with a conveyance, sale, transfer or disposition permitted by Section 10.4(b) or an Investment permitted by Section 10.4(c), and (4) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to have a Material Adverse Effect.

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(b) Other than pursuant to the Acquisition, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of the Borrower’s Subsidiaries, whether now owned or hereafter acquired; provided, however, that, (i) the Borrower or any Subsidiary may convey, sell, transfer, contribute or otherwise dispose of any of its assets to the Borrower or to any other Subsidiary, (ii) the Borrower and the Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of business and may convey, sell, transfer or otherwise dispose of their respective assets in the ordinary course of business or because such assets have become damaged, worn, obsolete or unnecessary or are no longer used or useful in their business, (iii) the Borrower and the Subsidiaries may convey, sell, transfer or otherwise dispose of cash and cash equivalents and inventory, fixtures, furnishings and equipment in the ordinary course of business and (iv) the Borrower and the Subsidiaries may make other conveyances, sales, transfers, leases, subleases, transfers and other dispositions so long as immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 10.1 and if the value of the assets to be conveyed, sold, leased, subleased, transferred or otherwise disposed of to a Person other than the Borrower or a Subsidiary exceeds the Substantial Amount, the Borrower shall have delivered to the Administrative Agent (A) at least 10 Business Days’ (or such shorter period as may be acceptable to the Administrative Agent) prior written notice of such conveyance, sale, lease, sublease, transfer, disposition and (B) a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 10.1, after giving effect to such conveyance, sale, lease, sublease, transfer, or other disposition.

(c) Other than pursuant to the Acquisition, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, consummate a transaction in which the Borrower, any other Loan Party or any other Subsidiary acquires assets of any other Person for an amount exceeding the Substantial Amount, or make an Investment in an amount exceeding the Substantial Amount; provided, however, that: (i) the Borrower, any other Loan Party and any other Subsidiary may, directly or indirectly, acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) assets for an amount exceeding the Substantial Amount, or make an Investment in an amount exceeding the Substantial Amount, so long as (x) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 10.1 and (y) the Borrower shall have delivered to the Administrative Agent (A) at least 10 Business Days’ (or such shorter period as may be acceptable to the Administrative Agent) prior written notice of such acquisition or Investments and (B) a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 10.1, after giving effect to such acquisition or Investment, (ii) the Borrower, any other Loan Party and any other Subsidiary may make any acquisition or Investment permitted by Section 10.4(a) above and (iii) the Borrower, any other Loan Party and any other Subsidiary may make Investments received in respect of transactions permitted by Section 10.4(b) above.

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Section 10.5. Plans.

The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, permit any of its respective assets to become or be deemed to be “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder.

Section 10.6. Fiscal Year.

The Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, change its fiscal year from that in effect as of the Agreement Date.

Section 10.7. Modifications of Organizational Documents and Material Contracts.

The Borrower shall not enter into, and shall not permit any Subsidiary or other Loan Party to enter into any amendment, supplement, restatement or other modification or waiver of the application of any provision of its certificate or articles of incorporation or formation, by-laws, operating agreement, declaration of trust, partnership agreement, limited liability company agreement or other applicable organizational document if such amendment, supplement, restatement or other modification of its certificate or articles of incorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) that (a) is adverse to the interest of the Administrative Agent, the Issuing Banks or the Lenders in any material respect or (b) could reasonably be expected to have a Material Adverse Effect. The Borrower shall not enter into, and shall not permit any Subsidiary or other Loan Party to enter into, any Material Contract, or any amendment or modification to any Material Contract, which could reasonably be expected to have a Material Adverse Effect; provided, however, that this sentence will not prohibit the entry into, or supplement of, any debt instrument in connection with the issuance, by the Borrower or any of its Subsidiaries, of Indebtedness, so long as such issuance of Indebtedness is not prohibited by the other provisions of this Article X.

Section 10.8. Transactions with Affiliates.

Other than pursuant to the Acquisition, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, permit to exist or enter into any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate, except (a) as set forth on Schedule 7.1(r) of the Disclosure Letter, (b) transactions in the ordinary course of business of the Borrower, such other Loan Party or such other Subsidiary and upon fair and reasonable terms which are no less favorable to the Borrower, such other Loan Party or such other Subsidiary than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate, (c) payments of compensation, perquisites and fringe benefits arising out of any current or former employment, consulting or similar relationship in the ordinary course of business, including to any current or former directors, managers, officers, employees and consultants, (d) Distributions not prohibited by Section 10.1(g), (e) transactions with Unconsolidated Affiliates relating to the provision of management services and overhead and similar arrangements in the ordinary course of business, (f) employment and severance arrangements between the Borrower or any of its Subsidiaries and their respective current and former directors, managers, officers and employees in the ordinary course of business and transactions pursuant to retirement, health, and stock option plans and employee benefit plans and arrangements, (g) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership, management or operation of the Borrower and its Subsidiaries, (h) transactions between or among the Borrower and its Subsidiaries, (i) following the consummation of an acquisition or Investment permitted under this Agreement (including in respect of any joint venture), any agreements of the acquired Person in effect on the closing date of such acquisition or Investment, in each

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case to the extent that such agreements were not entered into in contemplation of or in connection with such acquisition or Investment and were in existence on the date of such acquisition or Investment, (j) the issuance of Equity Interests to, and repurchase of Equity Interests from, current and former directors, officers, managers and employees, and payments to any such Persons, in each case pursuant to the terms of the organizational documents of the Borrower or any of its Subsidiaries, employment, benefit, or other agreements in respect thereof, (k) cash management netting and pooled account arrangements not prohibited by this Agreement, and (l) transactions required by any Applicable Law.

Section 10.9. Derivatives Contracts.

The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, enter into or become obligated in respect of Derivatives Contracts other than Derivatives Contracts entered into by the Borrower, any such Loan Party or any such Subsidiary in the ordinary course of business and which establish an effective hedge in respect of liabilities, commitments or assets held or reasonably anticipated by the Borrower, such other Loan Party or such other Subsidiary.

Section 10.10. Line of Business.

The Borrower will not and will not permit any Subsidiary to engage in any business if, as a result, the general nature of the business in which the Borrower and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Borrower and its Subsidiaries, taken as a whole, are engaged on the date of this Agreement.

Section 10.11. Terrorism Sanctions Regulations.

The Borrower will not and will not permit any Controlled Entity (a) to become (including by virtue of being controlled by a Sanctioned Person), own or control a Sanctioned Person or any Person that is the target of sanctions imposed by the United States, the United Kingdom, Canada, the United Nations or by the European Union, or (b) directly or indirectly to have any investment in or engage in any dealing or transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Loans) with any Person if such investment, dealing or transaction (i) would cause any holder to be in violation of any U.S., U.K., Canadian or European Union law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any Anti-Terrorism Laws, or (c) to engage in any activity that could reasonably be expected to subject such Person or any holder to sanctions under the Comprehensive Iran Sanctions, Accountability and Divestment Act or any similar law or regulation with respect to Iran or any other country, any economic or trade sanction that OFAC is responsible for administering and enforcing, or any economic sanctions regulations administered and enforced by the United States or any enabling legislation or executive order relating to any of the foregoing.

ARTICLE XI. DEFAULT

Section 11.1. Events of Default.

Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of Applicable Law or pursuant to any judgment or order of any Governmental Authority:

(a) Default in Payment. The Borrower or any other Loan Party shall, under this Agreement or any other Loan Document, fail to pay (whether upon demand, at maturity, by reason of acceleration or otherwise), (i) when due, the principal on any of the Loans or any Reimbursement Obligation or (ii) within 5 Business Days of the date the Borrower or any other Loan Party has received notice of such failure from the Administrative Agent, any interest or fees on any of the Loans or other payment Obligations owing by the Borrower or any other Loan Party under this Agreement, any other Loan Document or the Fee Letter.

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(b) Default in Performance.

(i) Any Loan Party shall fail to perform or observe any term, covenant, condition or agreement on its part to be performed or observed and contained in Section 8.1 (solely with respect to the existence of the Borrower), Section 9.4(i), or Article X (excluding Section 10.8); or

(ii) Any Loan Party shall fail to perform or observe any term, covenant, condition or agreement contained in this Agreement or any other Loan Document to which it is a party and not otherwise mentioned in this Section, and in the case of this subsection (b)(ii) only, such failure shall continue for a period of 30 days after the earlier of (x) the date upon which a Responsible Officer of the Borrower or such other Loan Party obtains knowledge of such failure and (y) the date upon which the Borrower has received written notice of such failure from the Administrative Agent.

(c) Misrepresentations. Any written statement, representation or warranty made or deemed made by or on behalf of any Loan Party under this Agreement or under any other Loan Document, or any amendment hereto or thereto, or in any other writing or statement at any time furnished by, or at the direction of, any Loan Party to the Administrative Agent, any Issuing Bank or any Lender, shall at any time prove to have been incorrect or misleading in any material respect when furnished or made or deemed made.

(d) Indebtedness Cross-Default.

(i) The Borrower, any other Loan Party or any other Subsidiary shall fail to pay when due and payable the principal of, or interest on, any Indebtedness (other than the Loans and Reimbursement Obligations and any Non-Recourse Indebtedness) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness (other than any Non-Recourse Indebtedness) as to which such a failure exists, of $100,000,000 or more (“Material Indebtedness”) and such failure shall continue beyond any applicable cure or grace periods; or

(ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required (other than at the voluntary request of the Borrower or any Subsidiary) to be prepaid, repurchased, redeemed or defeased prior to the stated maturity thereof; or

(iii) Any other event shall have occurred and be continuing which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid, repurchased, redeemed or defeased prior to its stated maturity; or

(iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract constituting Material Indebtedness as to which the Borrower, any Loan Party or any other Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract constituting Material Indebtedness as a result of a “Termination Event” (as defined therein) as to which the Borrower or any of its Subsidiaries is an “Affected Party” (as defined therein);

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provided, however, that the occurrence of any event (including, without limitation, the passage of time) that would cause or permit the holder of any Convertible Debt of the Borrower to be entitled to convert such Convertible Debt in accordance with its terms will not, in itself, be an Event of Default pursuant to clause (ii) or (iii) above;

(e) Voluntary Bankruptcy Proceeding. The Borrower or any one or more Subsidiaries to which more than 5% of Consolidated Total Adjusted Asset Value is attributable in the aggregate shall: (i) commence a voluntary case under the Bankruptcy Code or other federal bankruptcy laws (as now or hereafter in effect); (ii) file a petition seeking to take advantage of any other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; (iii) consent to, or fail to contest in a timely and appropriate manner, any petition filed against it in an involuntary case under such bankruptcy laws or other Applicable Laws or consent to any proceeding or action described in the immediately following subsection (f); (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; (v) admit in writing its inability to pay its debts as they become due; (vi) make a general assignment for the benefit of creditors; (vii) make a conveyance fraudulent as to creditors under any Applicable Law; or (viii) take any corporate or partnership action for the purpose of effecting any of the foregoing.

(f) Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced against the Borrower or any one or more Subsidiaries to which more than 5% of Consolidated Total Adjusted Asset Value is attributable in the aggregate in any court of competent jurisdiction seeking: (i) relief under the Bankruptcy Code or other federal bankruptcy laws (as now or hereafter in effect) or under any other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Person, or of all or any substantial part of the assets, domestic or foreign, of such Person, and in the case of either clause (i) or (ii) such case or proceeding shall continue undismissed or unstayed for a period of 60 consecutive days, or an order granting the remedy or other relief requested in such case or proceeding (including, but not limited to, an order for relief under such Bankruptcy Code or such other federal bankruptcy laws) shall be entered.

(g) Revocation of Loan Documents. Any Loan Party shall (or shall attempt to) disavow, revoke or terminate any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document or any Loan Document shall cease to be in full force and effect (except as a result of the express terms thereof or the express written agreement of the parties thereto).

(h) Judgment. A judgment or order for the payment of money or for an injunction or other non-monetary relief shall be entered against the Borrower, any other Loan Party or any other Subsidiary by any court or other tribunal and (i) such judgment or order shall continue for a period of 60 days without being paid, stayed or dismissed and (ii) either (A) in the case of a judgment or order for the payment of money, the amount of such judgment or order for which insurance has been denied by the applicable insurance carrier or that is not covered by valid third party indemnification obligations from a third party which is Solvent, exceeds, individually or together with all other such judgments or orders entered against the Borrower, any other Loan Party or any other Subsidiary, $100,000,000 or (B) in the case of a judgment or order for an injunction or non-monetary relief, such injunction or judgment or order could reasonably be expected to have a Material Adverse Effect.

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(i) Attachment. A warrant, writ of attachment, execution or similar process shall be issued against any property of the Borrower, any other Loan Party or any other Subsidiary, which exceeds, individually or together with all other such warrants, writs, executions and processes, $100,000,000 in amount, and such warrant, writ, execution or process shall not be paid, discharged, vacated, stayed or bonded for a period of 60 days; provided, however, that if a bond has been issued in favor of the claimant or other Person obtaining such warrant, writ, execution or process, the issuer of such bond shall execute a waiver or subordination agreement in form and substance satisfactory to the Administrative Agent pursuant to which the issuer of such bond subordinates its right of reimbursement, contribution or subrogation to the Obligations and waives or subordinates any Lien it may have on the assets of the Borrower, any other Loan Party or any other Subsidiary.

(j) ERISA.

(i) Any ERISA Event shall have occurred that results or would reasonably be expected to result in liability to any Loan Party aggregating in excess of $100,000,000; or

(ii) The “benefit obligation” of all Qualified Plans exceeds the “fair market value of plan assets” for such Qualified Plans by more than $100,000,000, all as determined, and with such terms defined, in accordance with FASB ASC 715.

(k) Loan Documents. An Event of Default (as defined therein) shall occur under any of the other Loan Documents.

(l) Change of Control.

(i) at any time prior to the consummation of a Qualified IPO, the Permitted Holders, collectively, cease to beneficially own, either directly or indirectly (within the meaning of Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower;

(ii) at any time after the consummation of a Qualified IPO, any Person (including a Person’s Affiliates and associates) or group (as that term is understood under Section 13(d) of the Exchange Act and the rules and regulations thereunder) (in each case, other than any Permitted Holder and any employee benefit plan of the Borrower and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), shall have acquired beneficial ownership (within the meaning of Rule 13d-3 and Rule 13d-5 under the Exchange Act) of a percentage (based on voting power, in the event different classes of stock or voting interests shall have different voting powers) of the voting stock or voting interests of the Borrower equal to more than fifty percent (50%) of the then outstanding voting stock or voting interests of the Borrower; or

(ii) a “change of control” or similar event occurs under any Material Credit Facility (other than a “change of control” under the Existing Note Purchase Agreements as a result of the Acquisition).

(m) Damage; Strike; Casualty. Any material damage to, or loss, theft or destruction of, any Property, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than 30 consecutive days beyond the coverage period of any applicable business interruption insurance, the cessation or substantial curtailment of revenue producing activities of the Borrower and its Subsidiaries, taken as a whole, and only if any such event or circumstance could reasonably be expected to have a Material Adverse Effect.

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Section 11.2. Remedies Upon Event of Default.

During the existence of an Event of Default the following provisions shall apply:

(a) Acceleration; Termination of Facilities.

(i) Automatic. Upon the occurrence of an Event of Default specified in Sections 11.1(e) or 11.1(f), (1)(A) the principal of, and all accrued interest on, the Loans and the Notes at the time outstanding, (B) an amount equal to the Stated Amount of all Letters of Credit outstanding as of the date of the occurrence of such Event of Default for deposit into the Letter of Credit Collateral Account and (C) all of the other Obligations, including, but not limited to, the other amounts owed to the Lenders and the Administrative Agent under this Agreement, the Notes or any of the other Loan Documents shall become immediately and automatically due and payable without presentment, demand, protest, or other notice of any kind, all of which are expressly waived by the Borrower on behalf of itself and the other Loan Parties, and (2) the Commitments and the Swingline Commitment and the obligation of the Issuing Banks to issue Letters of Credit hereunder, shall all immediately and automatically terminate.

(ii) Optional. If any other Event of Default shall exist, the Administrative Agent may, and at the direction of the Requisite Lenders shall: (1) declare (A) the principal of, and accrued interest on, the Loans and the Notes at the time outstanding, (B) an amount equal to the Stated Amount of all Letters of Credit outstanding as of the date of the occurrence of such Event of Default for deposit into the Letter of Credit Collateral Account and (C) all of the other Obligations, including, but not limited to, the other amounts owed to the Lenders and the Administrative Agent under this Agreement, the Notes or any of the other Loan Documents to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower on behalf of itself and the other Loan Parties, and (2) terminate the Commitments and the Swingline Commitment and the obligation of the Issuing Banks to issue Letters of Credit hereunder.

(b) Loan Documents. The Requisite Lenders may direct the Administrative Agent to, and the Administrative Agent if so directed shall, exercise any and all of its rights under any and all of the Loan Documents.

(c) Applicable Law. The Requisite Lenders may direct the Administrative Agent to, and the Administrative Agent if so directed shall, exercise all other rights and remedies it may have under any Applicable Law.

(d) Appointment of Receiver. To the extent permitted by Applicable Law, the Administrative Agent and the Lenders shall be entitled to the appointment of a receiver for the assets and properties of the Borrower and its Subsidiaries, without notice of any kind whatsoever and without regard to the adequacy of any security for the Obligations or the solvency of any party bound for its payment, to take possession of all or any portion of the assets and properties and/or the business operations of the Borrower and its Subsidiaries and to exercise such power as the court shall confer upon such receiver.

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(e) Rescission of Acceleration by Requisite Lenders. If at any time after acceleration of the maturity of the Loans and the other Obligations, the Borrower shall pay all arrears of interest and all payments on account of principal of the Obligations which shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by Applicable Law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Defaults (other than nonpayment of principal of and accrued interest on the Obligations due and payable solely by virtue of acceleration) shall become remedied or waived to the satisfaction of the Requisite Lenders, then by written notice to the Borrower, the Requisite Lenders may elect, in the sole discretion of such Requisite Lenders, to rescind and annul the acceleration and its consequences. The provisions of the preceding sentence are intended merely to bind all of the Lenders to a decision which may be made at the election of the Requisite Lenders, and are not intended to benefit the Borrower and do not give the Borrower the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are satisfied.

Section 11.3. [Reserved].

Section 11.4. Marshaling; Payments Set Aside.

No Lender Party shall be under any obligation to marshal any assets in favor of any Loan Party or any other party or against or in payment of any or all of the Guaranteed Obligations. To the extent that any Loan Party makes a payment or payments to a Lender Party, or a Lender Party enforces its security interest or exercises its right of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the Guaranteed Obligations, or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Section 11.5. Allocation of Proceeds.

If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 13.3) under any of the Loan Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority:

(a) to payment of that portion of the Guaranteed Obligations constituting fees (including fronting fees), indemnities, expenses and other amounts (other than principal and interest), including attorney fees, payable to the Administrative Agent in its capacity as such, each Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Banks and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them;

(b) to payment of that portion of the Guaranteed Obligations constituting fees (including commitment fees and letter of credit fees), indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them;

(c) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans;

(d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (d) payable to them;

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(e) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans;

(f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Banks, the Specified Derivatives Providers in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and

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

Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Section 11.6. Letter of Credit Collateral Account.

(a) As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrower hereby pledges and grants to the Administrative Agent, for the ratable benefit of the Administrative Agent, the Issuing Banks and the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Letter of Credit Collateral Account and the balances from time to time in the Letter of Credit Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Letter of Credit Collateral Account shall not constitute payment of any Letter of Credit Liabilities until applied by the applicable Issuing Bank as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Letter of Credit Collateral Account shall be subject to withdrawal only as provided in this Section.

(b) Amounts on deposit in the Letter of Credit Collateral Account shall be invested and reinvested by the Administrative Agent in such Cash Equivalents as the Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Administrative Agent for the ratable benefit of the Administrative Agent, the Issuing Banks and the Lenders; provided, that all earnings on such investments will be credited to and retained in the Letter of Credit Collateral Account. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Letter of Credit Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords other funds deposited with the Administrative Agent, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Letter of Credit Collateral Account.

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(c) If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower and the Lenders authorize the Administrative Agent to use the monies deposited in the Letter of Credit Collateral Account to reimburse the applicable Issuing Bank for the payment made by such Issuing Bank to the beneficiary with respect to such drawing.

(d) If an Event of Default exists, the Administrative Agent may (and, if instructed by the Requisite Lenders, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such investments and reinvestments and apply the proceeds thereof to the Obligations in accordance with Section 11.5. Notwithstanding the foregoing, the Administrative Agent shall not be required to liquidate and release any such amounts if such liquidation or release would result in the amount available in the Letter of Credit Collateral Account being less than the Stated Amount of all Extended Letters of Credit that remain outstanding.

(e) So long as no Default or Event of Default exists, and to the extent amounts on deposit in or credited to the Letter of Credit Collateral Account exceed the aggregate amount of the Letter of Credit Liabilities then due and owing, the Administrative Agent shall, from time to time, at the written request of the Borrower, deliver to the Borrower within 5 Business Days after the Administrative Agent’s receipt of such request from the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such amount of the credit balances in the Letter of Credit Collateral Account as exceeds the aggregate amount of Letter of Credit Liabilities at such time. Upon the expiration, termination or cancellation of an Extended Letter of Credit for which the Lenders reimbursed (or funded participations in) a drawing deemed to have occurred under the fourth sentence of Section 2.4(b) for deposit into the Letter of Credit Collateral Account but in respect of which the Lenders have not otherwise received payment for the amount so reimbursed or funded, the Administrative Agent shall promptly remit to the Lenders the amount so reimbursed or funded for such Extended Letter of Credit that remains in the Letter of Credit Collateral Account, pro rata in accordance with the respective unpaid reimbursements or funded participations of the Lenders in respect of such Extended Letter of Credit, against receipt but without any recourse, warranty or representation whatsoever. When all of the Obligations shall have been indefeasibly paid in full and no Letters of Credit remain outstanding, the Administrative Agent shall deliver to the Borrower, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Letter of Credit Collateral Account.

(f) The Borrower shall pay to the Administrative Agent from time to time such fees as the Administrative Agent normally charges for similar services in connection with the Administrative Agent’s administration of the Letter of Credit Collateral Account and investments and reinvestments of funds therein.

Section 11.7. Performance by Administrative Agent.

If the Borrower or any other Loan Party shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Administrative Agent may, after notice to the Borrower, perform or attempt to perform such covenant, duty or agreement on behalf of the Borrower or such other Loan Party after the expiration of any cure or grace periods set forth herein. In such event, the Borrower shall, at the request of the Administrative Agent, promptly pay any amount reasonably expended by the Administrative Agent in such performance or attempted performance to the Administrative Agent, together with interest thereon at the applicable Post-Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, neither the Administrative Agent nor any Lender shall have any liability or responsibility whatsoever for the performance of any obligation of the Borrower or any other Loan Party under this Agreement or any other Loan Document.

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Section 11.8. Rights Cumulative.

(a) Generally. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders under this Agreement and each of the other Loan Documents shall be cumulative and not exclusive of any rights or remedies which any of them may otherwise have under Applicable Law. In exercising their respective rights and remedies the Administrative Agent, the Issuing Banks and the Lenders may be selective and no failure or delay by any such Lender Party in exercising any right shall operate as a waiver of it, nor shall any single or partial exercise of any power or right preclude its other or further exercise or the exercise of any other power or right.

(b) Enforcement by Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Article XI for the benefit of all the Lenders and the Issuing Banks; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) any Issuing Bank or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Bank or Swingline Lender, as the case may be) hereunder or under the other Loan Documents, (iii) any Lender from exercising setoff rights in accordance with Section 13.3 (subject to the terms of Section 3.3), or (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Requisite Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Article XI and (y) in addition to the matters set forth in clauses (ii) and (iv) of the preceding proviso and subject to Section 3.3, any Lender may, with the consent of the Requisite Lenders, enforce any rights and remedies available to it and as authorized by the Requisite Lenders.

ARTICLE XII. THE ADMINISTRATIVE AGENT

Section 12.1. Appointment and Authorization.

Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent to enter into the Loan Documents (other than this Agreement) for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing, the use of the terms “Agent”, “Administrative Agent”, “agent” and similar terms in the Loan Documents 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, use of such terms is merely a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Administrative Agent shall deliver or otherwise make available to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each

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of the financial statements, certificates, notices and other documents delivered to the Administrative Agent pursuant to Article IX. that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Section 12.2. Administrative Agent’s Reliance.

Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by it under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct in connection with its duties expressly set forth herein or therein as determined by a court of competent jurisdiction in a final non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. Neither the Administrative Agent nor any of its Related Parties: (a) makes any warranty or representation to any Lender, any Issuing Bank or any other Person, or shall be responsible to any Lender, any Issuing Bank or any other Person for any statement, warranty or representation made or deemed made by the Borrower, any other Loan Party or any other Person in or in connection with this Agreement or any other Loan Document; (b) shall have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons, or to inspect the property, books or records of the Borrower or any other Person; (c) shall be responsible to any Lender or any Issuing Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lender Parties in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; or (e) shall incur any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone, telecopy or electronic mail) believed by it to be genuine and signed, sent or given by the proper party or parties. The

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Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct in the selection of such agent or attorney-in-fact as determined by a court of competent jurisdiction in a final non-appealable judgment.

Section 12.3. Notice of Events of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Administrative Agent has received notice from a Lender or the Borrower referring to this Agreement, describing with reasonable specificity such Default or Event of Default and stating that such notice is a “notice of default.” If any Lender (excluding the Lender which is also serving as the Administrative Agent) becomes aware of any Default or Event of Default, it shall promptly send to the Administrative Agent such a “notice of default”; provided, a Lender’s failure to provide such a “notice of default” to the Administrative Agent shall not result in any liability of such Lender to any other party to any of the Loan Documents. Further, if the Administrative Agent receives such a “notice of default,” the Administrative Agent shall give prompt notice thereof to the Lenders.

Section 12.4. Administrative Agent as Lender.

The Lender acting as Administrative Agent shall have the same rights and powers as a Lender or a Specified Derivatives Provider, as the case may be, under this Agreement, any other Loan Document, or any Specified Derivatives Contract as the case may be, as any other Lender or Specified Derivatives Provider and may exercise the same as though it were not the Administrative Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include the Lender acting as Administrative Agent in each case in its individual capacity. Such Lender and its Affiliates may each accept deposits from, maintain deposits or credit balances for, invest in, lend money to, act as trustee under indentures of, serve as financial advisor to, and generally engage in any kind of business with the Borrower, any other Loan Party or any other Affiliate thereof as if it were any other bank and without any duty to account therefor to the Issuing Banks, the other Lenders or any Specified Derivatives Providers. Further, the Administrative Agent and any Affiliate may accept fees and other consideration from the Borrower, any other Loan Party or any other Subsidiary for services in connection with this Agreement or any Specified Derivatives Contract, or otherwise without having to account for the same to the Issuing Banks, the other Lenders or any Specified Derivatives Providers. The Issuing Banks and the Lenders acknowledge that, pursuant to such activities, the Lender acting as Administrative Agent or its Affiliates may receive information regarding the Borrower, other Loan Parties, other Subsidiaries and other Affiliates (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them.

Section 12.5. Approvals of Lenders.

All communications from the Administrative Agent to any Lender requesting such Lender’s determination, consent or approval (a) shall be given in the form of a written notice to such Lender, (b) shall be accompanied by a description of the matter or issue as to which such determination, consent or approval is requested, or shall advise such Lender where information, if any, regarding such matter or issue may be inspected, or shall otherwise describe the matter or issue to be resolved and (c) shall include, if reasonably requested by such Lender and to the extent not previously provided to such Lender, written materials provided to the Administrative Agent by the Borrower in respect of the matter or issue to be resolved. Unless a Lender shall give written notice to the Administrative Agent that it specifically objects to the requested determination, consent or approval within 10 Business Days (or such lesser or greater period as may be specifically required under the express terms of the Loan Documents) of receipt of such communication, such Lender shall be deemed to have conclusively approved such requested determination, consent or approval. The provisions of this Section shall not apply to any amendment, waiver or consent regarding any of the matters described in Section 13.6.(b).

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Section 12.6. Indemnification of Administrative Agent.

Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s respective Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits and reasonable out-of-pocket costs and expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as Administrative Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, further, however, that no action taken in accordance with the directions of the Requisite Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its Pro Rata Share (determined as of the time that the applicable reimbursement is sought) of any out-of-pocket expenses (including the reasonable fees and expenses of the counsel to the Administrative Agent) incurred by the Administrative Agent in connection with the preparation, negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined in a non-appealable judgment by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements in this Section shall survive the Payment in Full of the Obligations and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Section 12.7. Lender Credit Decision, Etc.

Each of the Lenders and each Issuing Bank expressly acknowledges and agrees that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to such Issuing Bank or such Lender and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Issuing Bank or any Lender. Each of the Lenders and each Issuing Bank acknowledges that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby,

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independently and without reliance upon the Administrative Agent, any other Lender or counsel to the Administrative Agent, or any of their respective Related Parties, and based on the financial statements of the Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of the Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate. Each of the Lenders and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, any other Lender or counsel to the Administrative Agent or any of their respective Related Parties, and based on such review, advice, documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under the Loan Documents. The Administrative Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or any other Loan Party of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, the Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders and the Issuing Banks by the Administrative Agent under this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or responsibility to provide any Lender or any Issuing Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower, any other Loan Party or any other Affiliate thereof which may come into possession of the Administrative Agent or any of its Related Parties. Each of the Lenders and each Issuing Bank acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel to any Lender or any Issuing Bank.

Section 12.8. Successor Administrative Agent.

The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. The Administrative Agent may be removed as administrative agent by the Requisite Lenders (excluding for such purpose Loans and Commitments held by the Lender then acting as Administrative Agent) upon 30 days’ prior written notice to the Administrative Agent and the Borrower, if the Administrative Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) the Lender then acting as Administrative Agent has become a Defaulting Lender under clause (d) of the definition of that term. Upon any such resignation or removal, the Requisite Lenders shall have the right to appoint a successor Administrative Agent which appointment shall, provided no Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within 30 days after the current Administrative Agent’s giving of notice of resignation or having been removed, then, in the case of resignation by the Administrative Agent, the current Administrative Agent may, or in the case of removal of the Administrative Agent, the Requisite Lenders may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent (subject, provided no Event of Default exists, to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed), which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee and in any case shall have an office in the United States; provided that if no Lender has accepted such appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to each Lender and each Issuing Bank directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Banks

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so acting directly shall be and be deemed to be protected when so acting in such capacity by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or Issuing Bank were itself the Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, (i) such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Administrative Agent, (ii) the current Administrative Agent shall be discharged from its duties and obligations under the Loan Documents and (iii) the current Administrative Agent shall provide copies of (A) the Register and any related Assignment and Assumptions, as well as (B) any tax certificates or IRS forms that it has received under Section 3.10(g) from any Lenders to the successor Administrative Agent within ten (10) Business Days of the acceptance of such appointment by the successor Administrative Agent, in each case under this clause (iii)(B) to the extent such documents are commercially reasonably available to the current Administrative Agent. After any Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Any resignation or removal of the Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Bank and as Swingline Lender. If an Issuing Bank resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all of its Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all Letter of Credit Liabilities with respect thereto, including the right to require the Revolving Lenders to make Loans or fund risk participations pursuant to Section 2.4. If any Swingline Lender resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Revolving Lenders to make Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.5. Upon the appointment by Borrower of a successor Issuing Bank or Swingline Lender hereunder (which successor shall in all cases be a Lender (or an Affiliate of a Lender) other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as applicable, (b) the retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations in such capacities hereunder and under the other Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit of the retiring Issuing Bank, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Section 12.9. Titled Agents.

Each of the Lead Arrangers, the Joint Bookrunners, the Co-Syndication Agents, the Documentation Agents (each a “Titled Agent”) in each such respective capacity, assumes no responsibility or obligation hereunder, including, without limitation, for servicing, enforcement or collection of any of the Loans, nor any duties as an agent hereunder for the Lenders. The titles given to the Titled Agents are solely honorific and imply no fiduciary responsibility on the part of the Titled Agents to the Administrative Agent, any Lender, any Issuing Bank, the Borrower or any other Loan Party and the use of such titles does not impose on the Titled Agents any duties or obligations greater than those of any other Lender or entitle the Titled Agents to any rights other than those to which any other Lender is entitled.

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Section 12.10. Specified Derivatives Contracts.

No Specified Derivatives Provider that obtains the benefits of Section 11.5 by virtue of the provisions hereof or of any Loan Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of any Loan Document other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Specified Derivatives Contracts unless the Administrative Agent has received written notice of such Specified Derivatives Contracts, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider.

Section 12.11. Lender Benefit Plan Representations.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement;

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (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 exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (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 and performance of the Loans, the Letters of Credit, the Commitments and this Agreement;

(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 Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, 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 PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, 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.

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(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent, the Lead Arrangers 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 reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Documents or any documents related hereto or thereto).

Section 12.12. Erroneous Payments.

(a) If the Administrative Agent (x) notifies a Lender or any Person who has received funds on behalf of a Lender (any such Lender or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 12.12 and held in trust for the benefit of the Administrative Agent, and such Lender (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

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

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

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(ii) such Lender shall cause any other recipient that receives funds on its respective behalf to promptly (and, in all events, within two (2) Business Days of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 12.12(b).

For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 12.12(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 12.12(a) or on whether or not an Erroneous Payment has been made.

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

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

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(ii) Subject to Section 13.5 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise), and including, in all events, the requirements set forth in Section 13.5(g)), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time.

(e) The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender to the rights and interests of such Lender) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Loan Parties’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party; provided that this Section 12.12(e) shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making such Erroneous Payment.

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

(g) Each party’s obligations, agreements and waivers under this Section 12.12 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

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ARTICLE XIII. MISCELLANEOUS

Section 13.1. Notices.

Unless otherwise provided herein (including without limitation as provided in Section 9.5.), communications provided for hereunder shall be in writing and shall be mailed, telecopied, or delivered as follows:

If to the Borrower:

STORE Capital, LLC

8377 East Hartford Drive, Suite 100

Scottsdale, Arizona 85255

Attn: General Counsel

Tel.: (480) 256-1108

Email: cfreed@storecapital.com

and

STORE Capital, LLC

8377 East Hartford Drive, Suite 100

Scottsdale, Arizona 85255

Attn: Chief Accounting Officer

Tel.: (480) 256-1136

Email: adembowski@storecapital.com

with a copy to

DLA Piper LLP (US)

1251 Avenue of the Americas, 27^th Floor

New York, New York 10020

Attn: Jamie Knox

Tel.: (212) 335-4992

Email: jamie.knox@dlapiper.com

and to

Skadden, Arps, Slate, Meagher & Flom LLP

1 Manhattan West

New York, NY 10001

Attention: Nancy Olson

                  David Wagener

Telephone: +1.312.407.0532

                  +1.312.407.0870

Email: Nancy.Olson@skadden.com

David.Wagener@skadden.com

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If to the Administrative Agent or KeyBank:

KeyBank National Association

4910 Tiedeman Road, 3rd Floor

Brooklyn, Ohio 44144

Attn: Real Estate Capital Services

with a copy to

KeyBank National Association

1200 Abernathy Road, N.E., Suite 1550

Atlanta, Georgia 30328

Attn: James Komperda

Telecopy No.: (770) 510-2195

Email: james_k_komperda@keybank.com

and

Latham & Watkins LLP

355 South Grand Avenue, Suite 100

Los Angeles, California 90071

Attn: Ken Askin

Telecopy No.: (213) 891-8507

Email: kenneth.askin@lw.com

If to any other Lender:

To such Lender’s address or telecopy number as set forth in the applicable Administrative Questionnaire

or, as to each party at such other address as shall be designated by such party in a written notice to the other parties delivered in compliance with this Section; provided, a Lender or an Issuing Bank shall only be required to give notice of any such other address to the Administrative Agent and the Borrower. All such notices and other communications shall be effective (i) if mailed, upon the first to occur of receipt or the expiration of 3 days after the deposit in the United States Postal Service mail, postage prepaid and addressed to the address of the Borrower or the Administrative Agent, the Issuing Banks and Lenders at the addresses specified; (ii) if telecopied, when transmitted; (iii) if hand delivered or sent by overnight courier, when delivered; or (iv) if delivered in accordance with Section 9.5 to the extent applicable; provided, however, that, in the case of the immediately preceding clauses (i), (ii) and (iii), non-receipt of any communication as the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. Notwithstanding the immediately preceding sentence, all notices or communications to the Administrative Agent, any Issuing Bank or any Lender under Article II shall be effective only when actually received. None of the Administrative Agent, any Issuing Bank or any Lender shall incur any liability to any Loan Party (nor shall the Administrative Agent incur any liability to the Issuing Banks or the Lenders) for acting upon any telephonic notice referred to in this Agreement which the Administrative Agent, such Issuing Bank or such Lender, as the case may be, believes in good faith to have been given by a Person authorized to deliver such notice or for otherwise acting in good faith hereunder. Failure of a Person designated to get a copy of a notice to receive such copy shall not affect the validity of notice properly given to another Person.

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Section 13.2. Expenses.

The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of, and any amendment, supplement or modification to, any of the Loan Documents (including due diligence expenses, the costs of any electronic datasite or other communications service utilized by the Administrative Agent and the Lead Arrangers for the syndication and administration of the credit facilities (including, without limitation, DebtDomain or Intralinks) and reasonable travel expenses related to closing), and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one primary counsel to the Administrative Agent and the Lead Arrangers, taken as a whole, and one local counsel for the Administrative Agent and the Lead Arrangers, taken as a whole, in each relevant jurisdiction and with respect to each relevant specialty, and all costs and expenses of the Administrative Agent in connection with the use of IntraLinks, SyndTrak, DebtDomain or other similar information transmission systems in connection with the Loan Documents and of the Administrative Agent in connection with the review of Assets for inclusion in calculations of the Consolidated Total Adjusted Unencumbered Asset Value and the Consolidated Total Adjusted Asset Value and the Administrative Agent’s other activities under Article IV, and the reasonable and documented fees and disbursements of one primary counsel, and one local counsel in each relevant jurisdiction and with respect to each relevant specialty, to the Administrative Agent relating to all such activities, (b) to pay or reimburse the Administrative Agent, the Issuing Banks and the Lenders for all their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under the Loan Documents, limited in the case of counsel to the reasonable fees and disbursements of one primary counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if necessary, one local counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, in each relevant jurisdiction and with respect to each relevant specialty (and, in the case of an actual or perceived conflict of interest among the Administrative Agent, the Issuing Banks and the Lenders, one additional primary counsel, and one additional local counsel in each relevant jurisdiction and with respect to each relevant specialty, to each group of similarly situated affected parties) and any payments in indemnification or otherwise payable by the Lenders to the Administrative Agent pursuant to the Loan Documents, (c) to pay, and indemnify and hold harmless the Administrative Agent, the Issuing Banks and the Lenders from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of any of the Loan Documents, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Loan Document and (d) to the extent not already covered by any of the preceding subsections, to pay or reimburse the reasonable and documented fees and disbursements of counsel to the Administrative Agent, any Issuing Bank and any Lender (limited to the reasonable fees and disbursements of one primary counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if necessary, one local counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, in each relevant jurisdiction and with respect to each relevant specialty (and, in the case of an actual or perceived conflict of interest among the Administrative Agent, the Issuing Banks and the Lenders, one additional primary counsel, and one additional local counsel in each relevant jurisdiction and with respect to each relevant specialty, to each group of similarly situated affected parties)) incurred in connection with the representation of the Administrative Agent, such Issuing Bank or such Lender in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Sections 11.1(e) or 11.1(f), including, without limitation (i) any motion for relief from any stay or similar order, (ii) the negotiation, preparation, execution and delivery of any document relating to the Obligations and (iii) the negotiation and preparation of any debtor-in-possession financing or any plan of reorganization of the Borrower or any other Loan Party, whether proposed by the Borrower, such Loan Party, the Lenders or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding. If the Borrower shall fail to pay any amounts required to be paid by it pursuant to this Section, the Administrative Agent and/or the Lenders may pay such amounts on behalf of the Borrower and such amounts shall be deemed to be Obligations owing hereunder.

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Section 13.3. Setoff.

Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Administrative Agent, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2, and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Section 13.4. WAIVER OF JURY TRIAL; Litigation; Jurisdiction; Other Matters; Other Waivers.

(a) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE BORROWER, THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY OF THE LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LENDERS, THE ADMINISTRATIVE AGENT, EACH ISSUING BANK AND THE BORROWER HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG THE BORROWER, THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY OF THE LENDERS OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS.

(b) THE BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY ISSUING BANK, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS

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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 THE COUNTY OF NEW YORK, 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 IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH 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, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY ISSUING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY LENDER OR THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

(c) THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS, THE TERMINATION, EXPIRATION OR CANCELLATION OF ALL LETTERS OF CREDIT AND THE TERMINATION OF THE COMMITMENTS AND THIS AGREEMENT.

Section 13.5. Successors and Assigns.

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

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(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of (i) an assignment of the entire remaining amount of an assigning Revolving Lender’s Revolving Commitment and/or the Revolving Loans at the time owing to it, (ii) an assignment of the entire remaining amount of an assigning Term Loan Lender’s Term Loans of the applicable Class at the time owing to it, (iii) contemporaneous assignments to related Approved Funds that equal at least the amount specified in the immediately following clause (B) in the aggregate, or (iv) an assignment 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 the immediately preceding subsection (A), the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) of a Class or, if the applicable Commitments of the same Class as such Commitment are not then in effect, the principal outstanding balance of the Loans of such Class of the assigning Lender subject to each such assignment (in each case, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default shall exist, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that if, after giving effect to such assignment, the amount of the Commitment of the applicable Class held by such assigning Lender or if the applicable Commitment is not then in effect, the outstanding principal balance of the Loans of the applicable Class of such assigning Lender, as applicable, would be less than $5,000,000, then such assigning Lender shall assign the entire amount of its Commitment of such Class and the Loans of such Class at the time owing to it.

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Classes of Commitments or Loans on a non-pro rata basis.

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

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall exist at the time of such assignment or (y) such assignment is to a Lender of the same Class of Commitments or Loans (provided that for purposes of this clause (A), each Class of Term Loans shall be considered to be of the same Class), an Affiliate of such a Lender or an Approved Fund of such a Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof;

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(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required unless such assignment is to a Lender of the same Class of Commitments or Loans (provided that for purposes of this clause (B), each Class of Term Loans shall be considered to be of the same Class), an Affiliate of such a Lender or an Approved Fund of such a Lender; and

(C) the consent of each Issuing Bank and the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Revolving Commitment if such assignment is to a Person that is not already a Revolving Lender.

(iv) Assignment and Assumption; Notes. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment (which fee the Administrative Agent may, in its sole discretion, elect to waive), and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. If requested by the transferor Lender or the assignee, upon the consummation of any assignment, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the assignee and such transferor Lender, as appropriate.

(v) No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or to any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person or any investment vehicle established primarily for the benefit of a natural person.

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

Subject to acceptance and recording thereof by the Administrative Agent pursuant to the immediately following subsection (c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such

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Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4, 13.2 and 13.9 and the other provisions of this Agreement and the other Loan Documents as provided in Section 13.10 with respect 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 from that Lender having been a Defaulting Lender.

Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.5(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 the immediately following subsection (d).

(c) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Principal Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”) in a manner such that the Loans are considered to be in registered form for purposes of Section 163(f) of the Internal Revenue Code under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or any Issuing Bank, sell participations to any Person (other than a natural Person, any investment vehicle established primarily for the benefit of a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to (w) increase or extend such Lender’s Commitments, (x) extend the date fixed for the payment of interest, fees or principal on the Loans or portions thereof owing to such Lender, (y) reduce the principal of any Loan or the rate at which interest is payable thereon (other than with respect to a waiver of implementation of interest at the Post-Default Rate) or (z) release any Guarantor from its Obligations under the Guaranty except as contemplated by Section 8.14(b), in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the participation. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10, 5.1, 5.4 (subject to the requirements and limitations therein, including the requirements under Section 3.10(g) (it being understood that the documentation required under Section 3.10(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 5.6 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Regulatory Change that occurs after the Participant acquired the applicable participation. Each Lender that

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sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 5.6 with respect to any Participant. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 13.3 as though it were a Lender; provided that such Participant agrees to be subject to Section 3.3 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form for purposes of Section 163(f) of the Internal Revenue Code under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b) of the proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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

(f) No Registration. Each Lender agrees that, without the prior written consent of the Borrower and the Administrative Agent, it will not make any assignment hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan or Note under the Securities Act or any other securities laws of the United States of America or of any other jurisdiction.

(g) No Assignment or Participation to Disqualified Lenders. Notwithstanding anything to the contrary in this Agreement, no assignment or participation shall be made to any Person that, as of the date (the “Trade Date”) on which the applicable Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such Person, was a Disqualified Lender unless the Borrower has consented to such assignment or participation, in which case such Person will not be considered a Disqualified Lender for the purpose of such assignment or participation. For the avoidance of doubt, with respect to any assignee or participant that becomes a Disqualified Lender after the applicable Trade Date, (x) such assignee or participant shall not retroactively be disqualified from becoming a Lender or participant and (y) the execution by the Borrower of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Lender. Notwithstanding the foregoing, each Loan Party and the Lenders acknowledge and agree that the Administrative Agent shall not have any responsibility or obligation to determine whether any assignee or participant or potential assignee or participant is a Disqualified Lender and the Administrative Agent shall have no liability with respect to any assignment or participation made to a Disqualified Lender.

(h) USA Patriot Act Notice; Compliance. In order for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, prior to any Lender that is organized under the laws of a jurisdiction outside of the United States of America becoming a party hereto, the Administrative Agent may request, and such Lender shall provide to the Administrative Agent, its name, address, tax identification number and/or such other identification information as shall be necessary for the Administrative Agent to comply with federal law.

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Section 13.6. Amendments and Waivers.

(a) Generally. Except as otherwise expressly provided in this Agreement (including, without limitation, Sections 2.14, 2.17, and 5.2), (i) any consent or approval required or permitted by this Agreement or any other Loan Document to be given by the Lenders may be given, (ii) any term of this Agreement or of any other Loan Document may be amended, (iii) the performance or observance by the Borrower, any other Loan Party or any other Subsidiary of any terms of this Agreement or such other Loan Document may be waived, and (iv) the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Requisite Lenders (or the Administrative Agent at the written direction of the Requisite Lenders), and, in the case of an amendment to any Loan Document, the written consent of each Loan Party which is party thereto. Except as otherwise expressly provided in this Agreement (including, without limitation, Sections 2.14, 2.17, and 5.2), subject to the immediately following subsection (b), any term of this Agreement or of any other Loan Document relating solely to the rights or obligations of the Lenders of a particular Class, and not Lenders of any other Class, may be amended, and the performance or observance by the Borrower or any other Loan Party or any Subsidiary of any such terms may be waived (either generally or in a particular instance and either retroactively or prospectively) with, and only with, the written consent of the Requisite Class Lenders for such Class of Lenders (and, in the case of an amendment to any Loan Document, the written consent of each Loan Party which is a party thereto). Notwithstanding anything to the contrary contained in this Section, the Fee Letter may only be amended, and the performance or observance by any Loan Party thereunder may only be waived, in a writing executed by the parties thereto.

(b) Additional Lender Consents. Except as otherwise expressly provided in this Agreement (including, without limitation, Sections 2.14, 2.17, and 5.2), in addition to the foregoing requirements under clause (a) above, no amendment, waiver or consent shall:

(i) increase (or reinstate or, other than in accordance with Section 2.14., extend) a Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender;

(ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”;

(iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender;

(iv) modify the definition of “Revolving Commitment Percentage” without the written consent of each Revolving Lender;

(v) modify the definitions of “Revolving Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.14) or, except in accordance with Section 5.2, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the Revolving Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby;

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(vi) with respect to any Class of Term Loans, modify the maturity date for such Class of Term Loans or, to the extent applicable to such Class of Term Loans, clause (b) or (c) of the definition of “Termination Date” or, except in accordance with Section 5.2, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans under such Class or for the payment of Fees or any other Obligations owing to the Term Loan Lenders of such Class, in each case, without the written consent of each Term Loan Lender of such Class directly affected thereby;

(vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2 or Section 3.3 without the written consent of each Lender directly affected thereby;

(viii) amend this Section, or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section, without the written consent of each Lender;

(ix) modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Lenders required to make any determinations or to waive any rights hereunder or to modify any provision hereof without the written consent of each Lender;

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

(xi) release any Guarantor from its obligations under the Guaranty (except as contemplated by Section 8.14(b)) without the written consent of each Lender;

(xii) amend, or waive the Borrower’s compliance with, Section 2.16 (provided that an amendment in accordance with Section 2.17 shall not be deemed to amend or waive compliance with Section 2.16). without the written consent of each Revolving Lender; or

(xiii) modify or eliminate the requirement for the maintenance of a Register under Section 13.5(c) or a Participant Register under Section 13.5(d), except to comply with Applicable Law, such that the Loans are always considered to be in registered form for purposes of Section 163(f) of the Internal Revenue Code without the consent of each Lender.

(c) Amendment of Administrative Agent’s Duties, Etc. No amendment, waiver or consent unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.5 or the obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Swingline Lender. Any amendment, waiver or consent relating to Section 2.4 or the obligations of an Issuing Bank under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such

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action, require the written consent of such Issuing Bank. Any amendment, waiver or consent with respect to any Loan Document that (i) diminishes the rights of a Specified Derivatives Provider in a manner or to an extent dissimilar to that affecting the Lenders or (ii) increases the liabilities or obligations of a Specified Derivatives Provider shall, in addition to the Lenders required hereinabove to take such action, require the consent of the Lender that is (or having an Affiliate that is) such Specified Derivatives Provider. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) a Commitment of any Defaulting Lender may not be increased, reinstated or extended without the written consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the written consent of such Defaulting Lender. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon and any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose set forth therein. No course of dealing or delay or omission on the part of the Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Any Event of Default occurring hereunder shall continue to exist until such time as such Event of Default is waived in writing in accordance with the terms of this Section, notwithstanding any attempted cure or other action by the Borrower, any other Loan Party or any other Person subsequent to the occurrence of such Event of Default. Except as otherwise explicitly provided for herein or in any other Loan Document, no notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.

(d) Technical Amendments. Notwithstanding anything to the contrary in this Section 13.6, if the Administrative Agent and the Borrower have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or any other Loan Document or an inconsistency between provisions of this Agreement or any other Loan Document, the Administrative Agent and the Borrower shall be permitted to amend such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interests of the Lenders and the Issuing Banks in any material respect. Any such amendment shall become effective without any further action or consent of any other party to this Agreement.

(e) Sustainability Metric. Notwithstanding anything to the contrary in this Section 13.6, the Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents in order to implement the Sustainability Metric and the Sustainability Metric Procedures without the consent of any Lenders.

Section 13.7. Nonliability of Administrative Agent and Lenders.

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding and agreement, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Co- Syndication Agents, the Documentation Agent, the Lead Arrangers, the Joint Bookrunners, the Lenders and the Issuing Banks are arm’s-length commercial transactions between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Co-Syndication Agents, the Documentation Agent, the Lead Arrangers, the Joint Bookrunners, the Lenders and the Issuing Banks, on the other hand, (B) each of the Borrower 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 Borrower 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) the Administrative

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Agent, the Co-Syndication Agents, the Documentation Agent, the Lead Arrangers, the Joint Bookrunners, each Lender and each Issuing Bank is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Co-Syndication Agents, the Documentation Agent, the Lead Arrangers, the Joint Bookrunners, any Lender nor any Issuing Bank has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Co-Syndication Agents, the Documentation Agent, the Lead Arrangers, the Joint Bookrunners, the Lenders, the Issuing Banks and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, or conflict with, those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Co-Syndication Agents, the Documentation Agent, the Lead Arrangers, the Joint Bookrunners, the Lenders nor any Issuing Bank has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. The Borrower agrees, and acknowledges its Affiliates’ understanding and agreement, that nothing in the Loan Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, the Co-Syndication Agents, the Documentation Agent, the Lead Arrangers, the Joint Bookrunners, the Lenders and the Issuing Banks, on the one hand, and any Loan Party, its stockholders or its affiliates, on the other. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Co-Syndication Agents, the Documentation Agent, the Lead Arrangers, the Joint Bookrunners, any Lender and any Issuing Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 13.8. Confidentiality.

The Administrative Agent, each Issuing Bank and each Lender shall maintain the confidentiality of all Information (as defined below) but in any event may make disclosure: (a) to its Affiliates and to its and its Affiliates’ other respective 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) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any actual or proposed assignee, Participant or other transferee in connection with a potential transfer of any Commitment or Loan or participation therein as permitted hereunder, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations; (c) as required or requested by any Governmental Authority or regulatory or similar authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners) having or purporting to have jurisdiction over it or any representative thereof or pursuant to legal process or in connection with any legal proceedings, or as otherwise required by Applicable Law, in which case (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority) such disclosing Person shall promptly notify the Borrower thereof to the extent permitted by Applicable Law; (d) to the Administrative Agent’s, such Issuing Bank’s or such Lender’s independent auditors and other professional advisors (provided they shall be notified of the confidential nature of the information); (e) in connection with the exercise of any remedies under any Loan Document or any action or proceeding relating to any Loan Document or the enforcement of rights thereunder; (f) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section actually known by the Administrative Agent, such Issuing Bank or such Lender to be a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank, any Lender or any Affiliate of the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower or any Affiliate of the Borrower; (g) to the extent requested by, or required to be disclosed to, any nationally

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recognized rating agency; (h) to bank trade publications, such information to consist of deal terms and other information customarily found in such publications; (i) to any other party hereto; or (j) with the consent of the Borrower. Notwithstanding the foregoing, the Administrative Agent, each Issuing Bank and each Lender may disclose any such confidential information, without notice to the Borrower or any other Loan Party, to Governmental Authorities in connection with any regulatory examination of the Administrative Agent, such Issuing Bank or such Lender or in accordance with the regulatory compliance policy of the Administrative Agent, such Issuing Bank or such Lender. As used in this Section, the term “Information” means all information received from the Borrower, any other Loan Party or any other Subsidiary or Affiliate of the Borrower relating to any Loan Party or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any Issuing Bank on a nonconfidential basis prior to disclosure by the Borrower, any other Loan Party or any other Subsidiary or Affiliate of the Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 13.9. Indemnification.

(a) The Borrower shall indemnify the Lead Arrangers, Administrative Agent (and any sub-agent thereof), each Issuing Bank, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnified Party”) against, and hold each Indemnified Party harmless from, and shall pay or reimburse each such Indemnified Party for, any and all actual losses, claims (including without limitation, Environmental Claims), damages, liabilities and related expenses (including without limitation, the fees, charges and disbursements of counsel for each Indemnified Party (subject to the limitations below), other professional fees and settlement costs), incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including the Borrower, any other Loan Party or any other Subsidiary or Affiliate) other than such Indemnified Party and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower, any other Loan Party or any other Subsidiary, or any Environmental Claim related in any way to the Borrower, any other Loan Party or any other Subsidiary, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, any other Loan Party or any other Subsidiary, and regardless of whether any Indemnified Party is a party thereto, or (v) any claim (including without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not any Indemnified Party is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, the Commitments, the Letters of Credit, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby; provided, however, that such indemnity shall not, as to any Indemnified Party, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith breach of direct funding obligations hereunder of such Indemnified Party or (B) result from a dispute among Indemnified Parties (other than disputes involving the Administrative Agent, a Lead Arranger or other agent in its capacity or in fulfilling its role as such and any claims arising out of any act or omission on the part of the Borrower or any Subsidiary); provided, further, however, that legal fees and expenses shall be limited to

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the reasonable and documented out-of-pocket fees, disbursements and other charges of one primary counsel to the Indemnified Parties, taken as a whole, and one local counsel for the Indemnified Parties, taken as a whole, in each relevant jurisdiction and with respect to each relevant specialty, and in the case of an actual or perceived conflict of interest, one additional primary counsel and one additional local counsel in each relevant jurisdiction and with respect to each relevant specialty to the similarly situated affected Indemnified Parties taken as a whole. This section shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. Each Indemnified Party shall be obligated to refund or return any amounts paid by the Borrower under this paragraph to such Indemnified Party to the extent such Indemnified Party was not actually entitled to payment of such amounts in accordance with the terms hereof as determined by such Indemnified Party in its sole discretion exercised in good faith.

(b) If and to the extent that the obligations of the Borrower under this Section are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under Applicable Law.

(c) The Borrower’s obligations under this Section shall survive any termination of this Agreement and the Payment in Full of the Obligations, and are in addition to, and not in substitution of, any of the other obligations set forth in this Agreement or any other Loan Document to which it is a party.

References in this Section 13.9 to “Lender” or “Lenders” shall be deemed to include such Persons (and their Affiliates) in their capacity as Specified Derivatives Providers.

Section 13.10. Termination; Survival.

This Agreement shall terminate at such time as (a) all of the Commitments have been terminated, (b) all Letters of Credit have terminated or expired or been canceled (other than Extended Letters of Credit in respect of which the Borrower has satisfied the requirements to provide Cash Collateral as required in Section 2.4(b) and other Letters of Credit that have been Cash Collateralized in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (c) none of the Lenders is obligated any longer under this Agreement to make any Loans and no Issuing Bank is obligated under this Agreement to issue Letters of Credit and (d) all Obligations (other than obligations which survive as provided in the following sentence) have been paid and satisfied in full. The indemnities to which the Administrative Agent, the Issuing Banks, the Lenders and their respective Related Parties are entitled under the provisions of Sections 3.10, 5.1, 5.4, 12.6, 13.2 and 13.9 and any other provision of this Agreement and the other Loan Documents, and the provisions of Section 13.4, shall continue in full force and effect and shall protect the Administrative Agent, the Issuing Banks, the Lenders and their respective Related Parties (i) notwithstanding any termination of this Agreement, or of the other Loan Documents, against events arising after such termination as well as before and (ii) at all times after any such party ceases to be a party to this Agreement with respect to all matters and events existing on or prior to the date such party ceased to be a party to this Agreement.

Section 13.11. Severability of Provisions.

If any provision of this Agreement or the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed severed from the Loan Documents, and the validity, legality and enforceability of the remaining provisions shall remain in full force as though the invalid, illegal, or unenforceable provision had never been part of the Loan Documents.

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Section 13.12. GOVERNING LAW.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 13.13. Counterparts; Electronic Execution of Documents.

(a) To facilitate execution, this Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required (which may be effectively delivered by facsimile, in portable document format (“PDF”) or other similar electronic means). It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.

(b) The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to this Agreement and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments, borrowing requests, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that (x) notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it and (y) each party hereto shall use commercially reasonable efforts to promptly provide manually executed counterparts of its electronic signatures if reasonably requested by any other party hereto. Without limiting the generality of the foregoing, the Borrower hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Issuing Banks and the Loan Parties, electronic images of this Agreement or any other Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto. The Loan Parties assume all risks arising out of the use of digital signatures and electronic methods to submit communications, including without limitation the risk of a Person acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 13.14. Obligations with Respect to Loan Parties and Subsidiaries.

The obligations of the Borrower to direct or prohibit the taking of certain actions by the other Loan Parties and Subsidiaries as specified herein shall be absolute and not subject to any defense the Borrower may have that the Borrower does not control such Loan Parties or Subsidiaries.

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Section 13.15. Independence of Representations, Warranties and Covenants.

All representations, warranties and covenants hereunder shall be given in any jurisdiction independent effect so that if a particular action or condition is not permitted by, or is a breach of, any of such representations, warranties or covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, or not a breach of, another representation, warranty or covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

Section 13.16. Limitation of Liability.

None of the Administrative Agent, any Issuing Bank, any Lender, or any of their respective Related Parties, the Borrower or any of its Subsidiaries shall have any liability with respect to, and each of the Administrative Agent, the Issuing Banks, the Lenders and the Borrower hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, consequential or punitive damages suffered or incurred by any of the foregoing Persons in connection with, arising out of, or in any way related to, this Agreement, any of the other Loan Documents or any of the transactions contemplated by this Agreement or any of the other Loan Documents; provided, that the foregoing does not limit or relieve the Borrower of its obligations under Sections 13.2 and 13.9 hereof with respect to any such damages. None of the Administrative Agent, any Issuing Bank, any Lender or any of their respective Related Parties shall be liable to the Borrower, its Affiliates or any other Person for any damages arising from the use by others of information or other materials obtained or transmitted by any electronic means.

Section 13.17. Entire Agreement.

This Agreement and the other Loan Documents embody the final, entire agreement among the parties hereto and supersede any and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof and thereof and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto. To the extent any term of this Agreement is inconsistent with a term of any other Loan Document to which the parties of this Agreement are party, the term of this Agreement shall control to the extent of such inconsistency. There are no oral agreements among the parties hereto.

Section 13.18. Construction.

The Administrative Agent, each Issuing Bank, the Borrower and each Lender acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement and the other Loan Documents with its legal counsel and that this Agreement and the other Loan Documents shall be construed as if jointly drafted by the Administrative Agent, each Issuing Bank, the Borrower and each Lender.

Section 13.19. Headings.

The paragraph and section headings in this Agreement are provided for convenience of reference only and shall not affect its construction or interpretation.

Section 13.20. Waiver of Existing Term Loan Prepayment Fees.

Notwithstanding anything contrary in this Agreement or the Existing Term Loan Agreement, each 2023 Term Loan Lender hereby waives its right under the Existing Term Loan Agreement to any penalty or premium pursuant to Section 2.9(a) of the Existing Term Loan Agreement with respect to the prepayment of any Existing Term Loan on the Agreement Date.

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Section 13.21. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Solely to the extent any Lender or Issuing Bank that is an Affected Financial Institution is a party to this Agreement and 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 Issuing Bank 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 Issuing Bank that is an Affected Financial Institution; and

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

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

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

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

Section 13.22. Acknowledgement Regarding Any Supported QFCs.

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

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised

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under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

[Signatures on Following Pages]

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IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be executed by their authorized officers all as of the day and year first above written.

IVORY REIT, LLC (to be renamed STORE CAPITAL, LLC)
By:	/s/ Mary Fedewa
	Name: Mary Fedewa
	Title: President and Chief Executive Officer

[Signature Page to Credit Agreement]

KEYBANK NATIONAL ASSOCIATION , as Administrative Agent, as Swingline Lender, as an Issuing Bank and as a Lender
By:	/s/ James Komperda
	Name: James Komperda
	Title: Senior Vice President

[Signature Page to Credit Agreement]

CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Peter Ilovic
	Name: Peter Ilovic
	Title: Authorized Signatory

[Signature Page to Credit Agreement]

REGIONS BANK, as a Lender
By:	/s/ Steve Hall
	Name: Steve Hall
	Title: Senior Vice President

[Signature Page to Credit Agreement]

TRUIST BANK, as a Lender
By:	/s/ Ryan Almond
	Name: Ryan Almond
	Title: Director

[Signature Page to Credit Agreement]

CITIBANK, N.A., as a Lender
By:	/s/ Alicia L. Mioli
	Name: Alicia L. Mioli
	Title: Authorized Signatory

[Signature Page to Credit Agreement]

GOLDMAN SACHS BANK USA, as a Lender
By:	/s/ Jonathan Dworkin
	Name: Jonathan Dworkin
	Title: Authorized Signatory

[Signature Page to Credit Agreement]

JPMORGAN CHASE BANK, N.A., as a Lender
By:	/s/ Brian Smolowitz
	Name: Brian Smolowitz
	Title: Executive Director

[Signature Page to Credit Agreement]

EXHIBIT A

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]¹ Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]² Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]³ hereunder are several and not joint.]⁴ Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

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

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

²  For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

³  Select as appropriate.

⁴  Include bracketed language if there are either multiple Assignors or multiple Assignees.

1.  Assignor[s]:
[Assignor [is] [is not] a Defaulting Lender]
2.  Assignee[s]:
[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
3.  Borrower(s):	STORE CAPITAL, LLC (formerly known as IVORY REIT, LLC, a Delaware limited liability company)
4.  Administrative Agent:	KeyBank National Association, as the administrative agent under the Credit Agreement
5.  Credit Agreement:	The Credit Agreement dated as of February 3, 2023, by and among IVORY REIT, LLC, which shall be renamed STORE CAPITAL, LLC after giving effect to the Acquisition (as defined therein), the Lenders party thereto, KeyBank National Association, as Administrative Agent, and the other parties thereto
6.  Assigned Interest[s]:

Assignor[s]1	Assignee[s]2	Facility Assigned3	Aggregate Amount of Commitment/Loans for all Lenders4	Amount of Commitment/Loans Assigned8	Percentage Assigned of Commitment/ Loans5		CUSIP Number
			$	$		%
			$	$		%
			$	$		%

[7. Trade Date: ______________]⁶

[Page break]

¹  List each Assignor, as appropriate.

²  List each Assignee, as appropriate.

³  Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment,” “2023 Term Loan,” etc.)

⁴  Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

⁵  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of the applicable Class all Lenders thereunder.

⁶  To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.

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

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

ASSIGNOR[S]7
[NAME OF ASSIGNOR]
By:
	Name:
	Title:
[NAME OF ASSIGNOR]
By:
	Name:
	Title:
ASSIGNEE[S]8
[NAME OF ASSIGNEE]
By:
	Name:
	Title:
[NAME OF ASSIGNEE]
By:
	Name:
	Title:

⁷  Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).

⁸  Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).

[Consented to and]9 Accepted:
KEYBANK NATIONAL ASSOCIATION, as
Administrative Agent
By:
	Name:
	Title:
[Consented to:]10
[STORE CAPITAL, LLC]
By:
	Name:
	Title:

⁹  To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

¹⁰  To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Banks) is required by the terms of the Credit Agreement.

ANNEX 1

STORE CAPITAL, LLC

CREDIT AGREEMENT

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an Eligible Assignee as defined in the Credit Agreement (subject to such consents, if any, as may be required under such definition), (iii) from and after the Effective Date specified for this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referenced in Section 7.1(k) thereof or of the most recent financial statements delivered pursuant to Section 9.1 or 9.2 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee and (viii) it is not a Defaulting Lender [or a Disqualified Lender]; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date specified for this Assignment and Assumption. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to such Effective Date or with respect to the making of this assignment directly between themselves.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York applicable to contracts executed, and to be fully performed, in such state.

EXHIBIT B

[Reserved]

EXHIBIT C

[Reserved]

EXHIBIT D

[Reserved]

EXHIBIT E

FORM OF GUARANTY

THIS GUARANTY dated as of ______________, 20__ (this “Guaranty”) is executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of KEYBANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) under that certain Credit Agreement, dated as of February 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among IVORY REIT, LLC, a Delaware limited liability company, and which shall be renamed STORE CAPITAL, LLC after giving effect to the Acquisition (as defined in the Credit Agreement) (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto, for its benefit and the benefit of the Lenders, the Swingline Lender, the Issuing Banks and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Banks and the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

WHEREAS, pursuant to the Credit Agreement, the Administrative Agent, the Issuing Banks, the Swingline Lender and the other Lenders have agreed to make available to the Borrower and/or to continue certain financial accommodations on the terms and conditions set forth in the Credit Agreement;

WHEREAS, the Specified Derivatives Providers may from time to time enter into Specified Derivatives Contracts with the Loan Parties;

WHEREAS, each Guarantor is owned or controlled by the Borrower, or is otherwise an Affiliate of the Borrower;

WHEREAS, the Borrower and the Guarantors, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financial accommodations from the Guarantied Parties through their collective efforts;

WHEREAS, each Guarantor acknowledges that it will receive direct and indirect benefits from the Guarantied Parties making such financial accommodations; and

WHEREAS, each Guarantor’s execution and delivery of this Guaranty is a condition to the Guarantied Parties’ making, and continuing to make, such financial accommodations.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Guarantor, each Guarantor agrees as follows:

Section 1. Guaranty. Each Guarantor hereby absolutely, irrevocably and unconditionally guaranties the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all of the following (collectively referred to as the “Guarantied Obligations”): (a) all indebtedness and obligations owing by the Borrower or any other Loan Party to any Lender, any Issuing Bank, the Swingline Lender or the Administrative Agent under or in connection with the Credit Agreement or any other Loan Document, including without limitation, the repayment of all principal of the Revolving Loans, Term Loans and Swingline Loans, and the Reimbursement Obligations, and the payment

of all interest, fees, charges, reasonable attorneys’ fees and other amounts payable to any Lender, any Issuing Bank, the Swingline Lender or the Administrative Agent thereunder or in connection therewith (and including in each case interest accruing or obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding); (b) all existing or future payment and other obligations owing by any Loan Party under any Specified Derivatives Contract; (c) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing; (d) all expenses, including, without limitation, reasonable attorneys’ fees and disbursements (limited in the case of attorneys’ fees and disbursements to the reasonable fees and disbursements of one primary counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, and, if necessary, one additional local counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, in each relevant jurisdiction and with respect to each relevant specialty (and, in the case of an actual or perceived conflict of interest among the Administrative Agent, the Issuing Banks and the Lenders, one additional primary counsel, and one additional local counsel in each relevant jurisdiction and with respect to each relevant specialty, to each group of similarly situated affected parties)) that are incurred by the Administrative Agent or any other Guarantied Party in the enforcement of any of the foregoing or any obligation of such Guarantor hereunder; and (e) all other Guaranteed Obligations; provided that the Guaranteed Obligations of any Loan Party shall exclude Excluded Swap Obligations of such Loan Party.

Section 2. Guaranty of Payment and Not of Collection. This Guaranty is a guaranty of payment, and not of collection, and a debt of each Guarantor for its own account. Accordingly, the Guarantied Parties shall not be obligated or required before enforcing this Guaranty against any Guarantor: (a) to pursue any right or remedy the Guarantied Parties may have against the Borrower, any other Loan Party or any other Person or commence any suit or other proceeding against the Borrower, any other Loan Party or any other Person in any court or other tribunal; (b) to make any claim in a liquidation or bankruptcy of the Borrower, any other Loan Party or any other Person; or (c) to make demand of the Borrower, any other Loan Party or any other Person or to enforce or seek to enforce or realize upon any collateral security held by the Guarantied Parties which may secure any of the Guarantied Obligations.

Section 3. Guaranty Absolute. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Guarantied Parties with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):

(a) (i) any change in the amount, interest rate or due date or other term of any of the Guarantied Obligations, (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, any Specified Derivatives Contract, or any other document, instrument or agreement evidencing or relating to any Guarantied Obligations (the “Guarantied Documents”), or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, any Guarantied Document or any assignment or transfer of any Guarantied Document;

(b) any lack of validity or enforceability of any Guarantied Document or any assignment or transfer of any Guarantied Document;

(c) any furnishing to any of the Guarantied Parties of any security for any of the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral securing any of the Guarantied Obligations;

(d) any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to any of the Guarantied Obligations, or any subordination of the payment of any of the Guarantied Obligations to the payment of any other liability of the Borrower or any other Loan Party;

(e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Guarantor, any other Loan Party or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding;

(f) any act or failure to act by any Loan Party or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against any other Loan Party or any other Person to recover payments made under this Guaranty;

(g) any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Guarantied Obligations;

(h) any application of sums paid by any Loan Party or any other Person with respect to the liabilities of any Loan Party to any of the Guarantied Parties, regardless of what liabilities of the Borrower remain unpaid;

(i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof;

(j) any defense, set off, claim or counterclaim (other than indefeasible payment and performance in full (except for contingent obligations specified in Section 13.10 of the Credit Agreement that survive the termination of the Credit Agreement and in respect of which no claim or demand for payment has been made at such time)) which may at any time be available to or be asserted by any Loan Party or any other Person against any Guarantied Party;

(k) any change in the corporate existence, structure or ownership of any Loan Party;

(l) any statement, representation or warranty made or deemed made by or on behalf of any Loan Party under any Guarantied Document, or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; or

(m) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Guarantor hereunder (other than indefeasible payment and performance in full (except for contingent obligations specified in Section 13.10 of the Credit Agreement that survive the termination of the Credit Agreement and in respect of which no claim or demand for payment has been made at such time)).

Section 4. Action with Respect to Guarantied Obligations. The Guaranteed Parties may, at any time and from time to time, without the consent of, or notice to, any Guarantor, and without discharging any Guarantor from its obligations hereunder, take any and all actions described in Section 3 and may otherwise: (a) amend, modify, alter or supplement the terms of any of the Guarantied Obligations, including, but not limited to, extending or shortening the time of payment of any of the Guarantied Obligations or

changing the interest rate that may accrue on any of the Guarantied Obligations; (b) amend, modify, alter or supplement any Guarantied Document; (c) sell, exchange, release or otherwise deal with all, or any part, of any collateral securing any of the Guarantied Obligations; (d) release any Loan Party or other Person liable in any manner for the payment or collection of any of the Guarantied Obligations; (e) exercise, or refrain from exercising, any rights against any Loan Party or any other Person; and (f) apply any sum, by whomsoever paid or however realized, to the Guarantied Obligations in such order as the Guarantied Parties shall elect.

Section 5. Representations and Warranties. Each Guarantor hereby makes to the Administrative Agent and the other Guarantied Parties all of the representations and warranties made by the Borrower with respect to or in any way relating to such Guarantor in the Credit Agreement and the other Guarantied Documents, as if the same were set forth herein in full.

Section 6. Covenants. Each Guarantor will comply with all covenants with which the Borrower is to cause such Guarantor to comply under the terms of the Credit Agreement or any of the other Guarantied Documents.

Section 7. Waiver. Each Guarantor, to the fullest extent permitted by Applicable Law, hereby waives notice of acceptance hereof or any presentment, demand, protest or notice of any kind, and any other act or thing, or omission or delay to do any other act or thing, which in any manner or to any extent might vary the risk of such Guarantor or which otherwise might operate to discharge such Guarantor from its obligations hereunder.

Section 8. Inability to Accelerate. If the Guarantied Parties or any of them are prevented under Applicable Law or otherwise from demanding or accelerating payment of any of the Guarantied Obligations by reason of any automatic stay or otherwise, the Administrative Agent and/or the other Guarantied Parties shall be entitled to receive from each Guarantor, upon demand therefor, the sums which otherwise would have been due had such demand or acceleration occurred.

Section 9. Reinstatement of Guarantied Obligations. If claim is ever made on the Administrative Agent or any other Guarantied Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Guarantied Obligations, and the Administrative Agent or such other Guarantied Party repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body of competent jurisdiction, or (b) any settlement or compromise of any such claim effected by the Administrative Agent or such other Guarantied Party with any such claimant (including the Borrower or a trustee in bankruptcy for the Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding on it, notwithstanding any revocation hereof or the cancellation of any of the Guarantied Documents and such Guarantor shall be and remain liable to the Administrative Agent or such other Guarantied Party for the amounts so repaid or recovered to the same extent as if such amount had never originally been paid to the Administrative Agent or such other Guarantied Party.

Section 10. Subrogation. Upon the making by any Guarantor of any payment hereunder for the account of another Loan Party, such Guarantor shall be subrogated to the rights of the payee against such Loan Party; provided, however, that such Guarantor shall not enforce any right or receive any payment by way of subrogation or otherwise take any action in respect of any other claim or cause of action such Guarantor may have against such Loan Party arising by reason of any payment or performance by such Guarantor pursuant to this Guaranty, unless and until all of the Guarantied Obligations have been indefeasibly paid and performed in full (other than contingent obligations specified in Section 13.10 of the Credit Agreement that survive the termination of the Credit Agreement and with respect to which no claim or demand for payment has been made at such time) and the Commitments have expired or been terminated.

If any amount shall be paid to such Guarantor on account of or in respect of such subrogation rights or other claims or causes of action, such Guarantor shall hold such amount in trust for the benefit of the Guarantied Parties and shall forthwith pay such amount to the Administrative Agent to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement or to be held by the Administrative Agent as collateral security for any Guarantied Obligations existing.

Section 11. Payments Free and Clear. All sums payable by each Guarantor hereunder, whether of principal, interest, fees, expenses, premiums or otherwise, shall be paid in full, without set-off or counterclaim or any deduction or withholding whatsoever (including any Taxes, but excluding Taxes required to be withheld pursuant to Section 3.10 of the Credit Agreement) and if such Guarantor is required by Applicable Law or by any Governmental Authority to make any such deduction or withholding such Guarantor shall pay to the Administrative Agent and the Lenders such additional amount as will result in the receipt by the Administrative Agent and the Lenders of the full amount payable hereunder had such deduction or withholding not occurred or been required.

Section 12. Set-off. In addition to any rights now or hereafter granted under any of the other Guarantied Documents or Applicable Law and not by way of limitation of any such rights, each Guarantor hereby authorizes each Guarantied Party, each Affiliate of a Guarantied Party, and each Participant, at any time while an Event of Default exists, without any prior notice to such Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of a Guarantied Party (other than the Administrative Agent), an Affiliate of a Guarantied Party (other than the Administrative Agent), or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by a Guarantied Party, an Affiliate of a Guarantied Party or such Participant to or for the credit or the account of such Guarantor against and on account of any of the Guarantied Obligations, although such obligations shall be contingent or unmatured. Each Guarantor agrees, to the fullest extent permitted by Applicable Law, that any Participant may exercise rights of setoff or counterclaim and other rights with respect to its participation as fully as if such Participant were a direct creditor of such Guarantor in the amount of such participation.

Section 13. Subordination. Each Guarantor hereby expressly covenants and agrees for the benefit of the Guarantied Parties that all obligations and liabilities of any other Loan Party to such Guarantor of whatever description, including without limitation, all intercompany receivables of such Guarantor from any other Loan Party (collectively, the “Junior Claims”) shall be subordinate and junior in right of payment to all Guarantied Obligations. If an Event of Default shall exist, no Guarantor shall accept any direct or indirect payment (in cash, property or securities, by setoff or otherwise) from any other Loan Party on account of or in any manner in respect of any Junior Claim until all of the Guarantied Obligations have been indefeasibly paid and performed in full (except for contingent obligations specified in Section 13.10 of the Credit Agreement that survive the termination of the Credit Agreement and with respect to which no claim or demand for payment has been made at such time).

Section 14. Avoidance Provisions. It is the intent of each Guarantor and the Guarantied Parties that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Guarantied Parties) to be avoidable or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including without limitation, (a) Section 548 of the Bankruptcy Code and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Guarantor

hereunder (or any other obligations of such Guarantor to the Guarantied Parties) shall be determined in any such Proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of any Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Guarantied Obligations for which such Guarantor shall be liable hereunder shall be reduced to that amount which, as of the time any of the Guarantied Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of any Guarantor hereunder (or any other obligations of such Guarantor to the Guarantied Parties), to be subject to avoidance under the Avoidance Provisions. This Section is intended solely to preserve the rights of the Administrative Agent and the other Guarantied Parties hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this Section as against the Guarantied Parties that would not otherwise be available to such Person under the Avoidance Provisions.

Section 15. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the financial condition of the Loan Parties, and of all other circumstances bearing upon the risk of nonpayment of any of the Guarantied Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither of the Administrative Agent nor any other Guarantied Party shall have any duty whatsoever to advise any Guarantor of information regarding such circumstances or risks.

Section 16. Governing Law. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

SECTION 17. WAIVER OF JURY TRIAL.

(a) EACH GUARANTOR, AND EACH OF THE GUARANTIED PARTIES BY ACCEPTING THE BENEFITS HEREOF, ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG SUCH GUARANTOR AND ANY OF THE GUARANTIED PARTIES WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE GUARANTORS, AND THE GUARANTIED PARTIES BY ACCEPTING THE BENEFITS HEREOF, HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS GUARANTY.

(b) EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY OTHER GUARANTIED PARTY, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS GUARANTY 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 THE COUNTY OF NEW YORK, 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 IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH 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, IN SUCH FEDERAL COURT. EACH OF THE

PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY OTHER GUARANTIED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM, AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY ANY GUARANTIED PARTY OR THE ENFORCEMENT BY ANY GUARANTIED PARTY OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

(c) THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER GUARANTIED DOCUMENTS, THE TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT AND THE TERMINATION OF THE COMMITMENTS AND THIS GUARANTY.

Section 18. Loan Accounts. The Administrative Agent and each other Guarantied Party may maintain books and accounts setting forth the amounts of principal, interest and other sums paid and payable with respect to the Guarantied Obligations arising under or in connection with the Loan Documents, and in the case of any dispute relating to any of the outstanding amount, payment or receipt of any of such Guarantied Obligations or otherwise, the entries in such books and accounts shall be binding on the Guarantors absent manifest error. The failure of the Administrative Agent or any other Guarantied Party to maintain such books and accounts shall not in any way relieve or discharge any Guarantor of any of its obligations hereunder.

Section 19. Waiver of Remedies. No delay or failure on the part of the Administrative Agent or any other Guarantied Party in the exercise of any right or remedy it may have against any Guarantor hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent or any other Guarantied Party of any such right or remedy shall preclude any other or further exercise thereof or the exercise of any other such right or remedy.

Section 20. Termination. This Guaranty shall remain in full force and effect with respect to each Guarantor until indefeasible payment and performance in full of the Guarantied Obligations (except for contingent obligations specified in Section 13.10 of the Credit Agreement that survive the termination of the Credit Agreement and with respect to which no claim or demand for payment has been made at such time) and the termination or cancellation of all Guarantied Documents in accordance with their respective terms.

Section 21. Successors and Assigns. Each reference herein to the Administrative Agent or any other Guarantied Party shall be deemed to include such Person’s respective successors and permitted assigns (including, but not limited to, any holder of the Guarantied Obligations) in whose favor the provisions of this Guaranty also shall inure, and each reference herein to each Guarantor shall be deemed to include such Guarantor’s successors and assigns, upon whom this Guaranty also shall be binding. The Guarantied Parties may, in accordance with the applicable provisions of the Guarantied Documents, assign,

transfer or sell any Guarantied Obligation, or grant or sell participations in any Guarantied Obligations, to any Person without the consent of, or notice to, any Guarantor and without releasing, discharging or modifying any Guarantor’s obligations hereunder. Each Guarantor hereby consents to the delivery by the Administrative Agent and any other Guarantied Party to any Assignee or Participant (or any prospective Assignee or Participant) of any financial or other information regarding the Borrower or any Guarantor. No Guarantor may assign or transfer its obligations hereunder to any Person without the prior written consent of all Lenders and any such assignment or other transfer to which all of the Lenders have not so consented shall be null and void.

Section 22. JOINT AND SEVERAL OBLIGATIONS. THE OBLIGATIONS OF THE GUARANTORS HEREUNDER SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH GUARANTOR CONFIRMS THAT IT IS LIABLE FOR THE FULL AMOUNT OF THE “GUARANTIED OBLIGATIONS” AND ALL OF THE OBLIGATIONS AND LIABILITIES OF EACH OF THE OTHER GUARANTORS HEREUNDER.

Section 23. Amendments. This Guaranty may not be amended except in writing signed by the Administrative Agent and each Guarantor, subject to Section 13.6 of the Credit Agreement.

Section 24. Payments. All payments to be made by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately available funds to the Administrative Agent at its Principal Office, not later than 2:00 p.m. Eastern time, on the date one Business Day after demand therefor.

Section 25. Notices. All notices, requests and other communications hereunder shall be in writing (including facsimile transmission or similar writing) and shall be given (a) to each Guarantor at its address set forth below its signature hereto, (b) to the Administrative Agent or any other Guarantied Party at its address for notices provided for in the Guarantied Documents, as applicable, or (c) as to each such party at such other address as such party shall designate in a written notice to the other parties. Each such notice, request or other communication shall be effective (i) if mailed, upon the first to occur of receipt or the expiration of 3 days after the deposit in the United States Postal Service mail, postage prepaid and addressed to the address of a Guarantor or Guarantied Party at the addresses specified; (ii) if telecopied, when transmitted; or (iii) if hand delivered or sent by overnight courier, when delivered; provided, however, that in the case of the immediately preceding clauses (i) through (iii), non-receipt of any communication as the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication.

Section 26. Severability. If any provision of this Guaranty shall be determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed severed from this Guaranty, and the validity, legality and enforceability of the remaining provisions shall remain in full force as though the invalid, illegal, or unenforceable provision had never been part of this Guaranty.

Section 27. Headings. The paragraph and section headings in this Guaranty are provided for convenience of reference only and shall not affect its construction or interpretation.

Section 28. Limitation of Liability. None of the Administrative Agent, any other Guarantied Party or any of their respective Related Parties shall have any liability with respect to, and each of the Administrative Agent, such other Guarantied Party, any of their respective Related Parties and each Guarantor hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by any of the foregoing Persons in connection with, arising out of, or in any way related to, this Guaranty, any of the other Guarantied Documents, or any of the transactions contemplated by this Guaranty or any of the other Guarantied Documents. The Administrative Agent, each other Guarantied Party, each of their respective Related

Parties and each Guarantor hereby waives, releases, and agrees not to sue the Administrative Agent, any other Guarantied Party, any of their respective Related Parties, or the Borrower, as applicable, for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Guaranty, any of the other Guarantied Documents, or any of the transactions contemplated thereby.

Section 29. Electronic Delivery of Certain Information. Each Guarantor acknowledges and agrees that information regarding the Guarantor may be delivered electronically pursuant to Section 9.5 of the Credit Agreement.

Section 30. Right of Contribution. The Guarantors hereby agree as among themselves that, if any Guarantor shall make an Excess Payment, such Guarantor shall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor’s Contribution Share of such Excess Payment. The payment obligations of any Guarantor under this Section shall be subordinate and subject in right of payment to the Guarantied Obligations until such time as the Guarantied Obligations have been indefeasibly paid and performed in full (except for contingent obligations specified in Section 13.10 of the Credit Agreement that survive the termination of the Credit Agreement and with respect to which no claim or demand for payment has been made at such time) and the Commitments have expired or terminated, and none of the Guarantors shall exercise any right or remedy under this Section against any other Guarantor until such Obligations have been indefeasibly paid and performed in full (except for contingent obligations specified in Section 13.10 of the Credit Agreement that survive the termination of the Credit Agreement and with respect to which no claim or demand for payment has been made at such time) and the Commitments have expired or terminated. Subject to Section 10 of this Guaranty, this Section shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Applicable Law against any other Loan Party in respect of any payment of Guarantied Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall cease to be a Guarantor in accordance with the applicable provisions of the Loan Documents.

Section 31. Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until termination of this Guaranty in accordance with Section 20 hereof. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Section 32. Definitions. (a) For the purposes of this Guaranty:

“Contribution Share” means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the Guaranteed Obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however,

that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment.

“Excess Payment” means the amount paid by any Guarantor in excess of its Ratable Share of any Guarantied Obligations.

“Proceeding” means any of the following: (i) a voluntary or involuntary case concerning any Guarantor shall be commenced under the Bankruptcy Code; (ii) a custodian (as defined in such Bankruptcy Code or any other applicable bankruptcy laws) is appointed for, or takes charge of, all or any substantial part of the property of any Guarantor; (iii) any other proceeding under any Applicable Law, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up or composition for adjustment of debts, whether now or hereafter in effect, is commenced relating to any Guarantor; (iv) any Guarantor is adjudicated insolvent or bankrupt; (v) any order of relief or other order approving any such case or proceeding is entered by a court of competent jurisdiction; (vi) any Guarantor makes a general assignment for the benefit of creditors; (vii) any Guarantor shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; (viii) any Guarantor shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (ix) any Guarantor shall by any act or failure to act indicate its consent to, approval of or acquiescence in any of the foregoing; or (x) any corporate action shall be taken by any Guarantor for the purpose of effecting any of the foregoing.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party (including the Borrower) that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Ratable Share” means, for any Guarantor in respect of any payment of Guarantied Obligations, the ratio (expressed as a percentage) as of the date of such payment of Guarantied Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the Guaranteed Obligations of the Loan Parties) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Guarantied Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment.

(b) As used herein, “Guarantors” shall mean, as the context requires, collectively, (a) each Subsidiary identified as a “Guarantor” on the signature pages hereto, (b) each Person that joins this Guaranty as a Guarantor pursuant to Section 8.14 of the Credit Agreement, (c) with respect to (i) any Specified Derivatives Obligations between any Loan Party (other than the Borrower) and any Specified Derivatives Provider, the Borrower and each other Loan Party (other than the Loan Party party to such Specified Derivatives Obligations) and (ii) the payment and performance by each other Loan Party of its obligations under the Guaranty with respect to all Swap Obligations, the Borrower, and (d) the successors and permitted assigns of the foregoing.

(c) Terms not otherwise defined herein are used herein with the respective meanings given them in the Credit Agreement.

Section 33. Counterparts.

(a) To facilitate execution, this Guaranty and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required (which may be effectively delivered by facsimile, in portable document format (“PDF”) or other similar electronic means). It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.

(b) The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to this Guaranty and any document to be signed in connection with this Guaranty and the transactions contemplated hereby (including without limitation Accession Agreements, amendments, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that (x) notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it and (y) each party hereto shall use commercially reasonable efforts to promptly provide manually executed counterparts of its electronic signatures if reasonably requested by any other party hereto. Without limiting the generality of the foregoing, each Guarantor hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Banks and the Loan Parties, electronic images of this Guaranty or any other Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto. The Guarantors assume all risks arising out of the use of digital signatures and electronic methods to submit communications, including without limitation the risk of a Person acting on unauthorized instructions, and the risk of interception and misuse by third parties.

[Signatures on Following Page]

IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guaranty as of the date and year first written above.

GUARANTORS:
[NAME OF GUARANTOR]
By:
	Name:
	Title:

Address for Notices for all Guarantors:

c/o STORE Capital, LLC

8377 East Hartford Drive, Suite 100

Scottsdale, Arizona 85255

Attention: General Counsel

Tel.: (480) 256-1108

Email: cfreed@storecapital.com

and

STORE Capital, LLC

8377 East Hartford Drive, Suite 100

Scottsdale, Arizona 85255

Attn: Chief Accounting Officer

Tel.: (480) 256-1136

Email: adembowski@storecapital.com

with a copy to

DLA Piper LLP (US)

1251 Avenue of the Americas, 27^th Floor

New York, New York 10020

Attn: Jamie Knox

Tel.: (212) 335-4992

Email: jamie.knox@dlapiper.com

and to

Skadden, Arps, Slate, Meagher & Flom LLP

1 Manhattan West

New York, NY 10001

Attention: Nancy Olson

David Wagener

Telephone: +1.312.407.0532

+1.312.407.0870

Email:     Nancy.Olson@skadden.com

David.Wagener@skadden.com

BORROWER:
STORE CAPITAL, LLC
By:
	Name:
	Title:

ANNEX I

FORM OF ACCESSION AGREEMENT

THIS ACCESSION AGREEMENT dated as of ____________, ____, executed and delivered by ______________________, a _____________ (the “New Guarantor”) in favor of KEYBANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) under that certain Credit Agreement, dated as of February 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among IVORY REIT, LLC, a Delaware limited liability company, and which shall be renamed STORE CAPITAL, LLC after giving effect to the Acquisition (as defined in the Credit Agreement) (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto, for its benefit and the benefit of the other Guarantied Parties.

WHEREAS, pursuant to the Credit Agreement, the Administrative Agent, the Swingline Lender, the Issuing Banks and the other Lenders have agreed to make available to the Borrower and/or to continue certain financial accommodations on the terms and conditions set forth in the Credit Agreement;

WHEREAS, the Specified Derivatives Providers may from time to time enter into Specified Derivatives Contracts with the Borrower and/or its Subsidiaries;

WHEREAS, the New Guarantor is owned or controlled by the Borrower, or is otherwise an Affiliate of the Borrower;

WHEREAS, the Borrower, the New Guarantor and the other Guarantors, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financial accommodations from the Guarantied Parties through their collective efforts;

WHEREAS, the New Guarantor acknowledges that it will receive direct and indirect benefits from the Guarantied Parties making such financial accommodations available; and

WHEREAS, the New Guarantor’s execution and delivery of this Agreement is a condition to the Guarantied Parties continuing to make such financial accommodations.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the New Guarantor, the New Guarantor agrees as follows:

Section 1. Accession to Guaranty. The New Guarantor hereby agrees that it is a “Guarantor” under the Guaranty, dated as of ___________, 20__ (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”), made by the Guarantors party thereto in favor of the Administrative Agent, for its benefit and the benefit of the other Guarantied Parties, and assumes all obligations of a “Guarantor” thereunder, all as if the New Guarantor had been an original signatory to the Guaranty. Without limiting the generality of the foregoing, the New Guarantor hereby:

(a) irrevocably and unconditionally guarantees the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all Guarantied Obligations (as defined in the Guaranty);

(b) makes to the Administrative Agent and the other Guarantied Parties as of the date hereof each of the representations and warranties contained in Section 5 of the Guaranty and agrees to be bound by each of the covenants contained in Section 6 of the Guaranty; and

(c) consents and agrees to each provision set forth in the Guaranty.

SECTION 2. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Definitions. Capitalized terms used herein and not otherwise defined herein shall have their respective defined meanings given them in the Credit Agreement.

Section 4. Counterparts. To facilitate execution, this Accession Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required (which may be effectively delivered by facsimile, in portable document format (“PDF”) or other similar electronic means). It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to this Accession Agreement and any document to be signed in connection with this Accession Agreement and the transactions contemplated hereby (including without limitation amendments, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that (x) notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it and (y) each party hereto shall use commercially reasonable efforts to promptly provide manually executed counterparts of its electronic signatures if reasonably requested by any other party hereto. Without limiting the generality of the foregoing, the New Guarantor hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Banks and the Loan Parties, electronic images of this Accession Agreement or any other Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto. The New Guarantor assumes all risks arising out of the use of digital signatures and electronic methods to submit communications, including without limitation the risk of a Person acting on unauthorized instructions, and the risk of interception and misuse by third parties.

[Signatures on Following Page]

IN WITNESS WHEREOF, the New Guarantor has caused this Accession Agreement to be duly executed and delivered by its duly authorized officers as of the date first written above.

[NEW GUARANTOR]
By:
	Name:
	Title:

Address for Notices:

c/o STORE Capital, LLC

8377 East Hartford Drive, Suite 100

Scottsdale, Arizona 85255

Attn: General Counsel

Tel.: (480) 256-1108

Email: cfreed@storecapital.com

and

STORE Capital, LLC

8377 East Hartford Drive, Suite 100

Scottsdale, Arizona 85255

Attn: Chief Accounting Officer

Tel.: (480) 256-1136

Email: adembowski@storecapital.com

with a copy to

DLA Piper LLP (US)

1251 Avenue of the Americas, 27^th Floor

New York, New York 10020

Attn: Jamie Knox

Tel.: (212) 335-4992

Email: jamie.knox@dlapiper.com

Skadden, Arps, Slate, Meagher & Flom LLP

1 Manhattan West

New York, NY 10001

Attention: Nancy Olson

David Wagener

Telephone: +1.312.407.0532

+1.312.407.0870

Email:     Nancy.Olson@skadden.com

David.Wagener@skadden.com

Accepted:
KEYBANK NATIONAL
ASSOCIATION, as Administrative Agent
By:
	Name:
	Title:

EXHIBIT F

FORM OF NOTICE OF CONTINUATION

____________, 20__

KeyBank National Association

1200 Abernathy Road, N.E., Suite 1550

Atlanta, Georgia 30328

Attn: James Komperda

Telecopy No.: (770) 510-2195

Email: james_k_komperda@keybank.com

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of February 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among IVORY REIT, LLC, a Delaware limited liability company, and which shall be renamed STORE CAPITAL, LLC after giving effect to the Acquisition (as defined in the Credit Agreement) (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), KeyBank National Association, as Administrative Agent (the “Administrative Agent”), and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement.

Pursuant to Section 2.10 of the Credit Agreement, the Borrower hereby requests a Continuation of Term SOFR Loans under the Credit Agreement, and in that connection sets forth below the information relating to such Continuation as required by such Section of the Credit Agreement:

1. The requested date of such Continuation is ____________, 20__.

2. The Class of Term SOFR Loans subject to such Continuation is [Revolving] [Term] Loans.

3. The aggregate principal amount of the Term SOFR Loans subject to such Continuation is $________________________ and the portion of such principal amount subject to such Continuation is $__________________________.

4. The current Interest Period of the Term SOFR Loans subject to such Continuation ends on ________________, 20__.

5. The duration of the Interest Period for the Term SOFR Loans or portion thereof subject to such Continuation is:

[Check one box only]

☐ one month

☐ three months

☐ six months

The Borrower hereby certifies to the Administrative Agent and the Lenders that as of the date hereof, as of the proposed date of the requested Continuation, and immediately after giving effect to such Continuation, no Event of Default exists or will exist.

[Signature on Following Page]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of Continuation as of the date first written above.

	STORE CAPITAL, LLC
By:
	Name:
	Title:

EXHIBIT G

FORM OF NOTICE OF CONVERSION

____________, 20__

KeyBank National Association

1200 Abernathy Road, N.E., Suite 1550

Atlanta, Georgia 30328

Attn: James Komperda

Telecopy No.: (770) 510-2195

Email: james_k_komperda@keybank.com

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of February 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among IVORY REIT, LLC, a Delaware limited liability company, and which shall be renamed STORE CAPITAL, LLC after giving effect to the Acquisition (as defined in the Credit Agreement) (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), KeyBank National Association, as Administrative Agent (the “Administrative Agent”), and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement.

Pursuant to Section 2.11 of the Credit Agreement, the Borrower hereby requests a Conversion of Loans of one Type into Loans of another Type under the Credit Agreement, and in that connection sets forth below the information relating to such Conversion as required by such Section of the Credit Agreement:

1. The requested date of such Conversion is ______________, 20__.

2. The Class of Loans to be Converted is [Revolving] [Term] Loans.

3. The Type of Loans to be Converted pursuant hereto is currently:

[Check one box only]

☐ Base Rate Loan

☐ Daily Simple SOFR Loan

☐ Term SOFR Loan

4. The aggregate principal amount of the Loans subject to the requested Conversion is $_____________________ and the portion of such principal amount subject to such Conversion is $___________________.

5. The amount of such Loans to be so Converted is to be converted into Loans of the following Type:

[Check one box only]

☐ Base Rate Loan

☐ Daily Simple SOFR Loan

☐ Term SOFR Loan, with an initial Interest Period for a duration of:

[Check one box only]

☐ one month

☐ three months

☐ six months

[The Borrower hereby certifies to the Administrative Agent and the Lenders that as of the date hereof, as of the proposed date of the requested Conversion, and immediately after giving effect to such Conversion, no Event of Default exists or will exist.]¹

[Signature on Following Page]

¹  Include this paragraph only in the case of a conversion of Base Rate Loans into SOFR Loans.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of Conversion as of the date first written above.

STORE CAPITAL, LLC
By:
	Name:
	Title:

EXHIBIT H

FORM OF NOTICE OF BORROWING

____________, 20__

KeyBank National Association

1200 Abernathy Road, N.E., Suite 1550

Atlanta, Georgia 30328

Attn: James Komperda

Telecopy No.: (770) 510-2195

Email: james_k_komperda@keybank.com

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as February 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among IVORY REIT, LLC, a Delaware limited liability company, and which shall be renamed STORE CAPITAL, LLC after giving effect to the Acquisition (as defined in the Credit Agreement) (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), KeyBank National Association, as Administrative Agent (the “Administrative Agent”), and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement.

1. Pursuant to [Section 2.1(b)] [Section 2.2(b)] of the Credit Agreement, the Borrower hereby requests that the Lenders make [Revolving Loans] [2023 Term Loans] to the Borrower in an aggregate amount equal to $___________________.

2. The Borrower requests that such [Revolving Loans] [2023 Term Loans] be made available to the Borrower on ____________, 20__.

3. The Borrower hereby requests that such [Revolving Loans] [2023 Term Loans] be of the following Type:

[Check one box only]

☐ Base Rate Loan

☐ Daily Simple SOFR Loan

☐ Term SOFR Loan, with an initial Interest Period for a duration of:

[Check one box only]

☐ one month

☐ three months

☐ six months

[4. This Notice of Borrowing is conditioned upon the Acquisition being consummated substantially simultaneously with the borrowing of the Term Loans on the Closing Date]¹

¹  To be included for the borrowing of Term Loans on the Closing Date.

The Borrower hereby certifies to the Administrative Agent and the Lenders that as of the date hereof, as of the date of the making of the requested Loans, and immediately after making such Loans, (a) no Default or Event of Default exists or would exist, and none of the limits specified in Section 2.16 of the Credit Agreement would be violated; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party are and shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is and shall be true and correct in all respects) with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty was true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6 of the Credit Agreement. In addition, the Borrower certifies to the Administrative Agent and the Lenders that all conditions to the making of the requested Loans contained in Article VI of the Credit Agreement that have not been waived by the Lenders in accordance with the terms of the Credit Agreement will have been satisfied at the time such Loans are made.

[Signature on Following Page]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of Borrowing as of the date first written above.

STORE CAPITAL, LLC
By:
	Name:
	Title:

EXHIBIT I

FORM OF NOTICE OF SWINGLINE BORROWING

____________, 20___

KeyBank National Association

1200 Abernathy Road, N.E., Suite 1550

Atlanta, Georgia 30328

Attn: James Komperda

Telecopy No.: (770) 510-2195

Email: james_k_komperda@keybank.com

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of February 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among IVORY REIT, LLC, a Delaware limited liability company, and which shall be renamed STORE CAPITAL, LLC after giving effect to the Acquisition (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), KeyBank National Association, as Administrative Agent (the “Administrative Agent”), and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement.

1. Pursuant to Section 2.5(b) of the Credit Agreement, the Borrower hereby requests that the Swingline Lender make a Swingline Loan to the Borrower in an amount equal to $___________________.

2. The Borrower requests that such Swingline Loan be made available to the Borrower on ____________, 20___.

The Borrower hereby certifies to the Administrative Agent, the Swingline Lender and the other Lenders that as of the date hereof, as of the date of the making of the requested Swingline Loan, and after making such Swingline Loan, (a) no Default or Event of Default exists or would exist, and none of the limits specified in Section 2.16 of the Credit Agreement would be violated; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, are and shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is and shall be true and correct in all respects) with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty was true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6 of the Credit Agreement. In addition, the Borrower certifies to the Administrative Agent and the Lenders that all conditions to the making of the requested Swingline Loan contained in Article VI of the Credit Agreement that have not been waived by the Lenders in accordance with the terms of the Credit Agreement will have been satisfied at the time such Swingline Loan is made.

If notice of the requested borrowing of this Swingline Loan was previously given by telephone, this notice is to be considered the written confirmation of such telephone notice required by Section 2.5(b) of the Credit Agreement.

[Signature on Following Page]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of Swingline Borrowing as of the date first written above.

STORE CAPITAL, LLC
By:
	Name:
	Title:

EXHIBIT J

[Reserved]

EXHIBIT K

FORM OF REVOLVING NOTE

$______________     _________, 20__

FOR VALUE RECEIVED, the undersigned, STORE CAPITAL, LLC, a Delaware limited liability company (formerly known as Ivory REIT, LLC, the “Borrower”), hereby unconditionally promises to pay to ___________________________ or registered assigns (the “Revolving Lender”), in care of KeyBank National Association, as Administrative Agent (the “Administrative Agent”), to its address at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other address as may be specified by the Administrative Agent to the Borrower, the principal sum of ___________________ AND ___/100 DOLLARS ($_____________) (or such lesser amount as shall equal the aggregate unpaid principal amount of Revolving Loans made by the Revolving Lender to the Borrower under the Credit Agreement (as defined below)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in the Credit Agreement.

This Revolving Note is one of the “Revolving Notes” referred to in the Credit Agreement, dated as of February 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the financial institutions party thereto and their assignees under Section 13.5 thereof, the Administrative Agent, and the other parties thereto, and is subject to, and entitled to, all provisions and benefits thereof. Capitalized terms used herein and not defined herein shall have the respective meanings given to such terms in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of this Revolving Note upon the occurrence of certain events and for prepayments of Revolving Loans upon the terms and conditions specified therein.

The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

Time is of the essence for this Revolving Note.

[This Revolving Note is given in replacement of the Revolving Note dated _____ __, 20__, in the original principal amount of $_______ previously delivered to the Revolving Lender under the Credit Agreement. THIS REVOLVING NOTE IS NOT INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER OR IN CONNECTION WITH THE OTHER REVOLVING NOTE.]¹

THIS REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

[Signature on Following Page]

¹  Language to be included in case of (i) an assignment and need to issue a replacement note to an existing Revolving Lender, either because such Revolving Lender’s Commitment has increased or decreased from what it was initially or (ii) a note issued to a Revolving Lender on the Effective Date in replacement of a note issued under the Existing Revolver Agreement.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Revolving Note as of the date first written above.

STORE CAPITAL, LLC
By:
	Name:
	Title:

EXHIBIT L

FORM OF SWINGLINE NOTE

$200,000,000 _________, 2023

FOR VALUE RECEIVED, the undersigned, STORE CAPITAL, LLC, a Delaware limited liability company (formerly known as Ivory REIT, LLC, the “Borrower”), hereby unconditionally promises to pay to KEYBANK NATIONAL ASSOCIATION or registered assigns (the “Swingline Lender”) to its address at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other address as may be specified by the Swingline Lender to the Borrower, the principal sum of TWO HUNDRED MILLION AND NO/100 DOLLARS ($200,000,000.00) (or such lesser amount as shall equal the aggregate unpaid principal amount of Swingline Loans made by the Swingline Lender to the Borrower under the Credit Agreement (as defined below)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in the Credit Agreement.

This Swingline Note is the “Swingline Note” referred to in the Credit Agreement, dated as of February 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the financial institutions party thereto and their assignees under Section 13.5 thereof, the Administrative Agent, and the other parties thereto, and evidences Swingline Loans made to the Borrower thereunder. Terms used but not otherwise defined in this Swingline Note have the respective meanings assigned to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of this Swingline Note upon the occurrence of certain events and for prepayments of Swingline Loans upon the terms and conditions specified therein.

The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

Time is of the essence for this Swingline Note.

[This Swingline Note is given in replacement of the Swingline Note dated _____ __, 20__, in the original principal amount of $_______ previously delivered to the Swingline Lender under the Credit Agreement. THIS SWINGLINE NOTE IS NOT INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER OR IN CONNECTION WITH THE OTHER SWINGLINE NOTE.]

THIS SWINGLINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

[Signature on Following Page]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Swingline Note as of the date first written above.

STORE CAPITAL, LLC
By:
	Name:
	Title:

EXHIBIT M

FORM OF TERM NOTE

$______________ _________, 20__

FOR VALUE RECEIVED, the undersigned, STORE CAPITAL, LLC, a Delaware limited liability company (formerly known as Ivory REIT, LLC, the “Borrower”), hereby unconditionally promises to pay to ___________________________ or registered assigns (the “Term Loan Lender”), in care of KeyBank National Association, as Administrative Agent (the “Administrative Agent”), to its address at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other address as may be specified by the Administrative Agent to the Borrower, the principal sum of ___________________ AND ___/100 DOLLARS ($_____________) (or such lesser amount as shall equal the aggregate unpaid principal amount of the [ • ] Term Loan made or continued by the Term Loan Lender to the Borrower under the Credit Agreement (as defined below)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in the Credit Agreement.

This Term Note is one of the “Term Notes” relating to the [ • ] Term Loans referred to in the Credit Agreement, dated as of February 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the financial institutions party thereto and their assignees under Section 13.5 thereof, the Administrative Agent, and the other parties thereto, and is subject to, and entitled to, all provisions and benefits thereof. Capitalized terms used herein and not defined herein shall have the respective meanings given to such terms in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of this Term Note upon the occurrence of certain events and for prepayments of [ • ] Term Loans upon the terms and conditions specified therein.

The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

Time is of the essence for this Term Note.

[This Term Note is given in replacement of the Term Note dated _____ __, 20__, in the original principal amount of $_______ previously delivered to the Term Loan Lender under the Credit Agreement. THIS TERM NOTE IS NOT INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER OR IN CONNECTION WITH THE OTHER TERM NOTE.]¹

THIS TERM NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

[Signature on Following Page]

¹  Language to be included in case of an assignment and need to issue a replacement note to an existing Term Loan Lender, either because such Term Loan Lender’s [ • ] Term Loan has increased or decreased from what it was initially.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Term Note as of the date first written above.

STORE CAPITAL, LLC
By:
	Name:
	Title:

EXHIBIT N

FORM OF UNENCUMBERED ASSET CERTIFICATE

________________________, 20___

Reference is made to that certain Credit Agreement, dated as of February 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and IVORY REIT, LLC, a Delaware limited liability company, and which shall be renamed STORE CAPITAL, LLC after giving effect to the Acquisition (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), KeyBank National Association, as Administrative Agent (the “Administrative Agent”), and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given to them in the Credit Agreement.

Pursuant to Section [9.4(c)] [4.1(b)] [4.2][6.1(a)(viii)] of the Credit Agreement, the undersigned in his/her capacity as a Responsible Officer of the Borrower (and not in his/her individual capacity) hereby certifies to the Lenders and the Administrative Agent that:

1. With respect to each of the Assets listed on Schedule I attached hereto, either:

(a) (i)such Asset is wholly owned (and in the case of any Real Estate, is wholly owned in fee simple, or leased under an Eligible Ground Lease), by (A) the Borrower, or (B) a Wholly Owned Subsidiary of the Borrower (excluding any Designated Excluded Subsidiary and any Subsidiary of a Designated Excluded Subsidiary);

(ii) such Asset is (A) Real Estate (including lease intangibles related to any such Real Estate), (B) cash or Cash Equivalents (other than tenant deposits and other cash and Cash Equivalents the disposition of which is restricted in any way), (C) a Hybrid Lease and a Hybrid Mortgage or (D) a Qualifying Note Receivable;

(iii) if such Asset is owned by a Subsidiary, such Subsidiary, and each Subsidiary of the Borrower that directly or indirectly owns any Equity Interests in such Subsidiary, either (A) is a Guarantor or (B) if it is not a Guarantor, has not incurred, acquired or suffered to exist (1) any Indebtedness (other than Indebtedness owed to the Borrower or a Guarantor) or (2) any Guaranty of any Indebtedness (other than Indebtedness owed to the Borrower or a Guarantor);

(iv) regardless of whether such Asset is owned by the Borrower or a Subsidiary, the Borrower has the right directly, or indirectly through a Subsidiary, to take the following actions without the need to obtain the consent of any Person: (A) to create Liens on such Asset as security for Indebtedness of the Borrower or such Subsidiary, as applicable, and (B) to sell, transfer or otherwise dispose of such Asset;

(v) neither such Asset, nor if such Asset is owned by a Subsidiary, any of the Borrower’s direct or indirect ownership interest in such Subsidiary, is subject to (A) any Lien other than Permitted Liens or (B) any Negative Pledge (other than Negative Pledges in favor of Loan Parties);

(vi) such Asset is free of all structural defects, title defects and environmental conditions except for such defects or conditions individually or collectively which do not materially adversely affect the profitable operation of such Asset; and

(vii) the Property related to such Asset is located in the United States or Canada;

or

(b) the Requisite Lenders have approved the inclusion of such Asset as an Unencumbered Asset pursuant to Section 4.1(c) of the Credit Agreement even though such Asset did not include all of the requirements set forth in the immediately preceding clause (a) and such Asset continues to satisfy all those remaining requirements that were satisfied by such Asset at the time of such Requisite Lender approval.

2. Schedule I attached hereto accurately and completely sets forth, in reasonable detail, the calculations required to establish Consolidated Total Adjusted Unencumbered Asset Value as of ___________, 20__.

3. No Default or Event of Default exists [except as set forth on Attachment A hereto, which accurately describes the nature of the conditions(s) or event(s) that constitute (a) Default(s) or (an) Event(s) of Default and the actions which the Borrower (is taking) (is planning to take) with respect to such condition(s) or event(s)].

[Signature on Following Page]

IN WITNESS WHEREOF, the undersigned has signed this Unencumbered Asset Certificate on and as of the date first written above.

Name:

Title:

EXHIBIT O

[Reserved]

EXHIBIT P

[Reserved]

EXHIBIT Q

[Reserved]

EXHIBIT R-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Credit Agreement, dated as of February 3, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among IVORY REIT, LLC, a Delaware limited liability company, and which shall be renamed STORE CAPITAL, LLC after giving effect to the Acquisition (the “Borrower”), each of the financial institutions initially a signatory thereto together with their assignees under Section 13.5(b) thereof (the “Lenders”), KeyBank National Association, as the Administrative Agent (the “Administrative Agent”), and the other parties thereto.

Pursuant to the provisions of Section 3.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:
Date: ________ __, 20__

EXHIBIT R-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Credit Agreement, dated as of February 3, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among IVORY REIT, LLC, a Delaware limited liability company, and which shall be renamed STORE CAPITAL, LLC after giving effect to the Acquisition (the “Borrower”), each of the financial institutions initially a signatory thereto together with their assignees under Section 13.5(b) thereof (the “Lenders”), KeyBank National Association, as the Administrative Agent (the “Administrative Agent”), and the other parties thereto.

Pursuant to the provisions of Section 3.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:
Date: ________ __, 20__

EXHIBIT R-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Credit Agreement, dated as of February 3, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among IVORY REIT, LLC, a Delaware limited liability company, and which shall be renamed STORE CAPITAL, LLC after giving effect to the Acquisition (the “Borrower”), each of the financial institutions initially a signatory thereto together with their assignees under Section 13.5(b) thereof (the “Lenders”), KeyBank National Association, as the Administrative Agent (the “Administrative Agent”), and the other parties thereto.

Pursuant to the provisions of Section 3.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:
Date: ________ __, 20__

EXHIBIT R-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Credit Agreement, dated as of February 3, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among IVORY REIT, LLC, a Delaware limited liability company, and which shall be renamed STORE CAPITAL, LLC after giving effect to the Acquisition (the “Borrower”), each of the financial institutions initially a signatory thereto together with their assignees under Section 13.5(b) thereof (the “Lenders”), KeyBank National Association, as the Administrative Agent (the “Administrative Agent”), and the other parties thereto.

Pursuant to the provisions of Section 3.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:
Date: ________ __, 20__

EXHIBIT S

FORM OF COMPLIANCE CERTIFICATE

________________________, 20___

Reference is made to that certain Credit Agreement, dated as of February 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among IVORY REIT, LLC, a Delaware limited liability company, and which shall be renamed STORE CAPITAL, LLC after giving effect to the Acquisition (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), KeyBank National Association, as Administrative Agent (the “Administrative Agent”), and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given to them in the Credit Agreement.

Pursuant to Section 9.3 of the Credit Agreement, the undersigned in his/her capacity as ____________ of the Borrower (and not in his/her individual capacity) hereby certifies on behalf of the Borrower to the Administrative Agent, the Issuing Banks and the Lenders that:

1. The undersigned has reviewed the terms of the Credit Agreement and has made a review of the transactions, financial condition and other affairs of the Borrower and its Subsidiaries as of, and during the relevant accounting period ending on, _______________, 20__.

2. Schedule I attached hereto sets forth in reasonable detail as of the end of such fiscal quarter or fiscal year, as the case may be, the calculations required to establish whether the Borrower was in compliance with the covenants contained in Section 10.1 of the Credit Agreement.

3. As of the date hereof, the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities, does not exceed the aggregate amount of the Revolving Commitments.

4. No Default or Event of Default exists [except as set forth on Attachment A hereto, which accurately describes the nature of the conditions(s) or event(s) that constitute (a) Default(s) or (an) Event(s) of Default and the actions which the Borrower (is taking)(is planning to take) with respect to such condition(s) or event(s)].

IN WITNESS WHEREOF, the undersigned has signed this Compliance Certificate on and as of the date first written above.

By:

Name:

Title:

EXHIBIT T

FORM OF CLOSING CERTIFICATE

____________________, 20__

Reference is made to that certain Credit Agreement, dated as of February 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among IVORY REIT, LLC, a Delaware limited liability company, and which shall be renamed STORE CAPITAL, LLC after giving effect to the Acquisition (the “Borrower”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), KeyBank National Association, as Administrative Agent (the “Administrative Agent”), and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given to them in the Credit Agreement. This certificate is being delivered pursuant to Section 6.1(a)(x) of the Credit Agreement.

I, _____________________, a Responsible Officer of the Borrower, in my capacity as a Responsible Officer of the Borrower (and not in my individual capacity) hereby certify to the Lenders and the Administrative Agent that:

(a) no Default or Event of Default exists as of the date hereof;

(b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, are true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true in all respects) on and as of the date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date);

(c) No event, condition, situation or status has occurred since September 15, 2022 that has had or could reasonably be expected to result in a Material Adverse Effect;

(d) No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding is pending or threatened which is reasonably likely to be adversely determined, and, if adversely determined, could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of any Loan Party to fulfill its obligations under the Loan Documents to which it is a party;

(e) The Borrower and the other Loan Parties have received all approvals, consents and waivers, and have made or given all necessary filings and notices as required to consummate the transactions contemplated by the Credit Agreement without the occurrence of any default under, conflict with or violation of (i) any Applicable Law or (ii) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which, or the failure to make, give or receive which, would not reasonably be likely to (1) have a Material Adverse Effect, or (2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and

(f) The Borrower has furnished to the Administrative Agent for distribution to the Lenders copies of the audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries for the fiscal years ended [December 31, 2020 and December 31, 2021], and the related audited consolidated statements of income, equity and cash flows for the fiscal years ended on such dates, with the opinion thereon of Ernst & Young LLP, and the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries for the fiscal quarters ended March 31, 2022, June 30, 2022, and September 30, 2022, and the related unaudited consolidated statements of income, equity and cash flows for the fiscal quarter and portion of the fiscal year ended on such date. Such financial statements (including in each case related schedules and notes) are complete and correct in all material respects and present fairly, in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Borrower and its consolidated Subsidiaries as at their respective dates and the results of operations and the cash flow for such periods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments and the absence of footnotes).

(g) The information included in each Beneficial Ownership Certification delivered to the Administrative Agent and/or any Lender in connection with the Credit Agreement is true and correct in all respects as of the date of such Beneficial Ownership Certification.

(h) The Acquisition has been consummated immediately prior to, or substantially concurrently with, the funding of the 2023 Term Loans and the availability of the Revolving Commitments in all material respects in accordance with the Acquisition Agreement.

[Signature on Following Page]

IN WITNESS WHEREOF, I have hereunto signed my name on this Closing Certificate the date first written above.

By:

Name:

Title:

EX-99.1

Exhibit 99.1

GIC and Oak Street Complete $15 Billion Acquisition of STORE Capital

SCOTTSDALE, Ariz. & SINGAPORE & CHICAGO—(BUSINESS WIRE)— STORE Capital Corporation (NYSE: STOR, “STORE”, “STORE Capital” or the “Company”), an internally managed net-lease real estate investment trust (REIT) that invests in Single Tenant Operational Real Estate, today announced that GIC, a global institutional investor, in partnership with Oak Street, a division of Blue Owl and one of the largest investors in net lease real estate, has completed the previously announced acquisition of all of the outstanding shares of common stock of STORE Capital for $32.25 per share in an all-cash transaction valued at approximately $15 billion, including assumed debt.

“We are excited to have successfully closed this transaction and joined forces with GIC and Oak Street, giving STORE access to efficient long-term capital to continue to provide our unique real estate financing solutions to the large market we serve,” said Mary Fedewa, President and Chief Executive Officer of STORE Capital. “We are very grateful for our equity and debt investors who have supported us since our inception. I would also like to thank all our employees for their commitment in making STORE the great company it is today. Collectively, we remain dedicated to continuing to support our customers.”

“We are thrilled to complete the STORE Capital acquisition. As one of the largest M&A transactions in the US real estate market, it highlights GIC’s ability to execute at scale in areas we have high conviction in. With GIC’s long-term, committed capital and STORE’s demonstrated operational expertise, we will continue to prudently grow the company and drive strong returns for our portfolio,” said Lee Kok Sun, Chief Investment Officer at GIC.

“GIC has had the privilege of working closely with STORE’s team over the last several months. We are extremely impressed with management’s execution capabilities and our conviction in the platform has only grown. As macroeconomic volatility continues, we are proud to provide STORE with the funding and support needed to drive value and deliver long-term financing solutions to middle market U.S. companies,” said Adam Gallistel, Head of Americas, Real Estate, at GIC.

“We are extremely excited to close on our previously announced acquisition of STORE Capital alongside our partners at GIC and begin our collaboration with the STORE management team,” said Marc Zahr, Head of Real Estate at Blue Owl. “This is a highly favorable environment to deploy capital into net lease structures which can help deliver more predictable income in an unpredictable environment.”

The transaction was announced on September 15, 2022.

Advisors

Evercore and Goldman Sachs & Co. LLC acted as financial advisors to STORE Capital, and DLA Piper LLP (US) and Kutak Rock LLP acted as its legal counsel. Eastdil Secured Advisors LLC and Citigroup Global Markets Inc. acted as lead financial advisors to GIC and Oak Street. In addition, J.P. Morgan Securities LLC and BofA Securities acted as financial advisors to GIC. Morgan Stanley acted as financial advisor to Oak Street. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to GIC and Kirkland & Ellis LLP acted as legal counsel to Oak Street.

About STORE Capital

STORE Capital is an internally managed net-lease REIT that is a leader in the acquisition, investment and management of Single Tenant Operational Real Estate, which is its target market and the inspiration for its name. STORE Capital is one of the largest and fastest growing net-lease REITs and owns a large, well-diversified portfolio that consists of investments in more than 3,000 property locations across the United States, substantially all of which are profit centers. Additional information about STORE Capital can be found on its website at www.storecapital.com.

About GIC

GIC is a leading global investment firm established in 1981 to secure Singapore’s financial future. As the manager of Singapore’s foreign reserves, GIC takes a long-term, disciplined approach to investing, and is uniquely positioned across a wide range of asset classes and active strategies globally. These include equities, fixed income, real estate, private equity, venture capital, and infrastructure. The firm’s long-term approach, multi-asset capabilities, and global connectivity enable them to be an investor of choice. GIC seeks to add meaningful value to its investments. Headquartered in Singapore, GIC has a global talent force of over 1,900 people in 11 key financial cities and has investments in over 40 countries. Further information is available at https://www.gic.com.sg.

About Oak Street, a Division of Blue Owl

Oak Street, a division of Blue Owl, is a real estate investment firm focused on acquiring properties net-leased to investment grade and creditworthy tenants. Oak Street specializes in providing flexible capital solutions to a variety of organizations including corporations, healthcare systems, universities and government entities. Oak Street has $18.6 billion in assets under management as of September 30, 2022. Blue Owl is a global alternative asset manager with $132.1 billion in assets under management as of September 30, 2022. Anchored by a strong permanent capital base, the firm deploys private capital across Direct Lending, GP Solutions and Real Estate strategies on behalf of Institutional and Private Wealth clients. Blue Owl’s flexible, consultative approach helps position the firm as a partner of choice for businesses seeking capital solutions to support their sustained growth. For more information, please visit us at www.blueowl.com.

Cautionary Statement Regarding Forward Looking Statements

Some of the statements contained in this release constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

The forward-looking statements contained in this release reflect the Company’s, GIC’s and Oak Street’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances, many of which are beyond the control of the Company, GIC and Oak Street, that may cause actual results and future events to differ significantly from those expressed in any forward-looking statement. While forward-looking statements reflect the Company’s, GIC’s and Oak Street’s good faith beliefs, they are not guarantees of future performance or events. Any forward-looking statement speaks only as of the date on which it was made. The Company, GIC and Oak Street disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For further discussion of these and other factors that could cause the Company’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022, as updated by the Company’s subsequent periodic reports filed with the SEC.

Source: STORE Capital Corporation

EX-99.2

Exhibit 99.2

Biographical Information for Directors and Executive Officers

Board of Directors

Set forth below is biographical information with respect to each director of the Company, as successor by merger to STORE.

Mary B. Fedewa, 57, co-founded STORE in May 2011 and served as STORE’s Chief Executive Officer and President from April 2021 and September 2020, respectively, through the Closing Date. Ms. Fedewa also served as STORE’s Chief Operating Officer from October 2017 to September 2020 and Executive Vice President – Acquisitions, Assistant Secretary and Assistant Treasurer from May 2011 to October 2017. Ms. Fedewa has over 20 years of experience in a broad range of financial services. Prior to co-founding STORE, Ms. Fedewa spent several years investing as principal in single-tenant commercial real estate for private real estate companies. From 2004 to 2007, Ms. Fedewa was a Managing Director of Acquisitions at Spirit Finance Corporation (now Spirit Realty Capital, Inc. (NYSE: SRC)) (“Spirit”), a real estate investment trust (“REIT”), originating net-lease transactions in a variety of industries across the United States. Prior to Spirit, Ms. Fedewa held numerous positions within GE Capital, concluding as a Senior Vice President of GE Capital Franchise Finance Corporation (“GE Franchise Finance”), which was the successor company to Franchise Finance Corporation of America (“FFCA”), a Scottsdale, Arizona-based REIT acquired by GE Capital in 2001. Throughout her GE Capital tenure, Ms. Fedewa held leadership positions within Mortgage Insurance, Private Label Financing and Commercial Finance. While at GE Capital, Ms. Fedewa was awarded a Six Sigma Black Belt and also served as a GE Quality Leader. Ms. Fedewa attended North Carolina State University, where she graduated summa cum laude with a B.A. degree in Business Management with a concentration in Finance. There are no family relationships between Ms. Fedewa and any director or executive officer of the Company, and there are no transactions between Ms. Fedewa and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Adam Gallistel, 47, joined GIC in 2004 and is a Managing Director and Regional Head of Americas, Real Estate. Mr. Gallistel leads GIC’s real estate equity and debt investment activities across the Americas. He is a member of GIC’s Real Estate Investment Committee, which oversees GIC’s global real estate investments. Mr. Gallistel is also the Head of GIC’s New York Office, which has over 225 employees. Prior to joining GIC, Mr. Gallistel held positions at LaSalle Investment Management and The Concord Group. Mr. Gallistel holds a bachelor’s degree in History from the University of Pennsylvania and an M.B.A., with honors, from Columbia Business School. Mr Gallistel currently serves on the boards of CoreSite and PREA and is an Executive Committee member of the Samuel Zell & Robert Lurie Real Estate Center of the University of Pennsylvania’s Wharton School of Business.

Jesse Hom, 39, joined GIC in 2008 and is a Managing Director and Global Head of Real Estate Credit and Capital Markets. Mr. Hom focuses on driving performance and growth across both GIC’s Real Estate credit and equity businesses. Prior to joining GIC, Mr. Hom was an investment banking analyst at JP Morgan, where he focused on origination and structuring for their CMBS structured products group. Mr. Hom serves as a board member at Safehold Inc. (NYSE: SAFE) and several other private real estate companies. Mr. Hom holds a bachelor’s degree in Real Estate Finance from the School of Hotel Administration at Cornell University.

Daniel Santiago, 34, joined GIC in 2014 and is a Vice President on the Americas Real Estate Investment team, where he leads the region’s net lease real estate investments and relationships in the triple net lease space. Prior to his current position, Mr. Santiago oversaw GIC Americas’ public REIT investments across several sectors, such as triple net lease, industrial, malls, strips, multifamily, office, healthcare, hospitality, datacenters and self-storage. Prior to joining GIC, Mr. Santiago was an investment banking analyst at Credit Suisse Brazil. Mr. Santiago holds a bachelor’s degree in Economics from the São Paulo School of Economics (EESP-FGV).

Marc Zahr, 43, is the Founder and the President of Oak Street, a division of Blue Owl, a member of the Blue Owl Capital Inc.’s Executive Committee, and a member of the firm’s Board of Directors. Mr. Zahr also serves as the Chairman of the Board of Trustees of Oak Street Net Lease Trust, a private REIT. As the Head of the Blue Owl Real Estate division, Mr. Zahr is responsible for the overall direction and leadership of all real estate related activities. He manages and oversees

the firm’s investment activities which include sourcing, underwriting and negotiating all acquisitions. Mr. Zahr also leads the real estate Investment Committees and new product development. Mr. Zahr was honored as one of Crain’s Chicago Business’s 40 Under 40 for 2018. Prior to Blue Owl, Mr. Zahr served as Vice President at American Realty Capital where he was responsible for the analytics and acquisition activities within the company’s real estate portfolios. Mr. Zahr also served as a Fixed Income Trader at TM Associates and an Associate at Merrill Lynch. Mr. Zahr received a B.A. in Communications from the University of Dayton.

Michael Reiter, 45, is the Chief Operating Officer of Oak Street, a division of Blue Owl, a member of the Board of Trustees of Oak Street Net Lease Trust, a private REIT, and a member of the real estate Investment Committees. Mr. Reiter is responsible for the oversight, implementation and execution of the Company’s capital markets, business development, investment and asset management activities. Prior to Blue Owl, Mr. Reiter served as a Managing Director in the Real Estate Investment Management division at Cantor Fitzgerald. Mr. Reiter was a member of the Board of Trustees of Plymouth Industrial REIT, Inc. and a Senior Vice President and Head of Capital Markets at VEREIT, Inc. and American Realty Capital, where he was responsible for real estate acquisitions, capital markets and business development. Mr. Reiter commenced his career as a Certified Public Accountant at Ernst & Young as a Manager in the real estate advisory and assurance practices. Mr. Reiter received his B.S. in Economics from the University of Wisconsin, Madison and his M.S. in Accounting, cum laude, from the University of Notre Dame.

Executive Officers

Set forth below is biographical information with respect to each executive officer of the Company, as successor by merger to STORE, other than Mary B. Fedewa, whose information appears above.

Craig Barnett, 45, served as STORE’s Executive Vice President – Underwriting & Portfolio Management from September 2020 through the Closing Date. Mr. Barnett also served in various leadership roles at STORE for nearly 11 years, most recently as Senior Vice President – Portfolio Management. After joining STORE as a senior underwriter in 2011, Mr. Barnett played an integral role in growing STORE’s transaction volume to over $9.0 billion. Mr. Barnett has nearly 20 years of broad-based commercial real estate and REIT experience, including portfolio and investment management, capital transactions, investment analysis, underwriting and valuation. Prior to joining STORE, he was a Vice President of Franchise Capital Advisors and held leadership positions at GE Capital and FFCA. Mr. Barnett received a B.S. degree in Finance from Arizona State University’s W.P. Carey School of Business. There are no family relationships between Mr. Barnett and any director or executive officer of the Company, and there are no transactions between Mr. Barnett and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Chad A. Freed, 49, served as STORE’s Executive Vice President – General Counsel, Chief Compliance Officer and Secretary from August 2019 through the Closing Date. Prior to joining STORE, Mr. Freed served as the General Counsel, Executive Vice President of Corporate Development of Universal Technical Institute, Inc. (NYSE: UTI) (“UTI”), an education company, from June 2015 to August 2019. Mr. Freed previously served as UTI’s General Counsel, Senior Vice President of Business Development from March 2009 to June 2015, as Senior Vice President, General Counsel from February 2005 to March 2009 and as inside legal counsel and Corporate Secretary since March 2004. Prior to joining UTI, Mr. Freed was a Senior Associate in the Corporate Finance and Securities department at Bryan Cave LLP. Mr. Freed received his Juris Doctor from Tulane University and a B.S. degree in International Business and French from Pennsylvania State University. There are no family relationships between Mr. Freed and any director or executive officer of the Company, and there are no transactions between Mr. Freed and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Lori Markson, 50, served as STORE’s Executive Vice President – Portfolio Operations from February 2022 through the Closing Date. Ms. Markson also served as Senior Vice President – Portfolio Operations and in various other leadership roles at STORE from 2016 to February 2022. Ms. Markson has 25 years of broad-based commercial lending and real estate experience, including underwriting, asset management, operations and valuation. Prior to joining STORE, she had a 15-year career at GE Franchise Finance where she served as Managing Director of Underwriting and Portfolio Management and Vice President of Underwriting. Prior to GE Franchise Finance, Ms. Markson held positions in commercial real estate underwriting and loan origination. Ms. Markson earned a B.A. degree in Economics from The University of California, Los Angeles. There are no family relationships between Ms. Markson and any director or executive officer of the Company, and there are no transactions between Ms. Markson and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Tyler Maertz, 44, served as STORE’s Executive Vice President – Acquisitions from September 2020 through the Closing Date. Mr. Maertz also served in various capacities at STORE, having joined STORE shortly after inception as the initial member of STORE’s direct acquisitions team, most recently as Senior Managing Director – Western Territory. Mr. Maertz served in various positions with GE Capital for 11 years prior to joining STORE, including as a member of the sales team at GE Franchise Finance, actively managing the customer relationships for a portfolio of assets approaching $1 billion, and leading the Financial Planning & Analysis group at GE Franchise Finance. Mr. Maertz graduated with honors from GE’s Financial Management Program, a renowned leadership training program. Mr. Maertz received a Bachelor of Business Administration degree in Finance & Accounting from the University of Notre Dame and an M.B.A. degree from Arizona State University’s W.P. Carey School of Business, and is a CFA charterholder. There are no family relationships between Mr. Maertz and any director or executive officer of the Company, and there are no transactions between Mr. Maertz and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

David Alexander McElyea, 48, served as STORE’s Executive Vice President – Data Analytics & Business Strategy from February 2022 through the Closing Date. Mr. McElyea joined STORE in October 2021 as Senior Vice President – Business Analytics, and overseed the development of STORE’s advanced analytics models and the ongoing development of its enterprise business intelligence platform. Mr. McElyea has 20 years of experience in analytic roles within the financial services industry. Prior to joining STORE, Mr. McElyea spent four years with OneAZ Credit Union, most recently in the role of Chief Data Analytics Officer, and prior to that, Mr. McElyea spent five years with American Express Company in marketing science and analytics roles. Mr. McElyea earned a B.A. degree in Economics from Arizona State University and an M.B.A. degree from Arizona State University’s W.P. Carey School of Business. There are no family relationships between Mr. McElyea and any director or executive officer of the Company, and there are no transactions between Mr. McElyea and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ashley A. Dembowski, 37, served as STORE’s Senior Vice President – Corporate Controller from March 2021 through the Closing Date, having previously served as STORE’s Vice President – Director of Accounting since joining the STORE in June of 2020. In these roles, Ms. Dembowski led STORE’s corporate accounting team in all aspects of the monthly close and financial accounting and the audit and Sarbanes-Oxley (SOX) compliance processes and has worked closely with executive management and department leaders. Prior to joining the STORE, Ms. Dembowski was a Senior Manager in the audit practice of Ernst & Young LLP (“EY”). During her 12+ year tenure with EY, Ms. Dembowski served a variety of private and public clients primarily in the real estate sector, including REITs, and has extensive experience in the application of GAAP accounting standards and technical accounting, SEC reporting, and SOX standards, leading over 20 professionals through all aspects of audit execution. Ms. Dembowski is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. Ms. Dembowski earned a Bachelor of Science degree in Accountancy from Arizona State University. There are no family relationships between Ms. Dembowski and any director or executive officer of the STORE, and there are no transactions between Ms. Dembowski and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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Document and Entity Information	Feb. 03, 2023
Cover [Abstract]
Entity Registrant Name	STORE CAPITAL Corp
Amendment Flag	false
Entity Central Index Key	0001538990
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	Feb. 03, 2023
Entity Incorporation State Country Code	MD
Entity File Number	001-36739
Entity Tax Identification Number	45-2280254
Entity Address, Address Line One	8377 East Hartford Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85255
City Area Code	(480)
Local Phone Number	256-1100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	STOR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false