Form 8-K

8-K — REALTY INCOME CORP

Accession: 0001104659-26-100789

Filed: 2026-08-25

Period: 2026-08-20

CIK: 0000726728

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2623824d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2623824d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2623824d1_ex10-2.htm)

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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:

August 20, 2026

(Date

of Earliest Event Reported)

REALTY

INCOME CORPORATION

(Exact name of registrant as specified in its

charter)

Maryland

1-13374

33-0580106

(State

or Other Jurisdiction of

Incorporation or Organization)

(Commission File Number)

(IRS

Employer Identification No.)

11995

El Camino Real, San

Diego, California

92130

(Address of principal executive offices)

(858)

284-5000

(Registrant’s telephone number, including area code)

N/A

(former name or former address, if changed since last report)

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

Name

of Each Exchange On Which

Registered

Common

Stock, $0.01 Par Value

New

York Stock Exchange

1.125%

Notes due 2027

O27A

New

York Stock Exchange

1.875%

Notes due 2027

O27B

New

York Stock Exchange

5.000%

Notes due 2029

O29B

New

York Stock Exchange

1.625%

Notes due 2030

O30

New

York Stock Exchange

4.875%

Notes due 2030

O30B

New

York Stock Exchange

5.750%

Notes due 2031

O31A

New

York Stock Exchange

3.375%

Notes due 2031

O31B

New

York Stock Exchange

3.625% Notes due 2032

O32A

New York Stock Exchange

1.750%

Notes due 2033

O33A

New

York Stock Exchange

5.125%

Notes due 2034

O34

New

York Stock Exchange

3.875%

Notes due 2035

O35B

New

York Stock Exchange

6.000%

Notes due 2039

O39

New

York Stock Exchange

5.250%

Notes due 2041

O41

New

York Stock Exchange

2.500%

Notes due 2042

O42

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. ¨

Item 8.01. Other Events.

On August 20, 2026, Realty Income

Corporation (the “Company”) entered into (i) that certain Second Amendment to Amended and Restated Term Loan Agreement (the

“Wells Fargo Term Loan Agreement Amendment”) which amends its Amended and Restated Term Loan Agreement, dated as of January

22, 2024, among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent,

and the other parties named therein (as amended, the “Wells Fargo Term Loan Agreement”), which provides for a $500 million

term loan due August 20, 2027, and (ii) that certain First Amendment to Amended and Restated Term Loan Agreement (the “TD Term Loan

Agreement Amendment” and, together with the Wells Fargo Term Loan Agreement Amendment, the “Term Loan Agreement Amendments”)

which amends its Amended and Restated Term Loan Agreement, dated as of November 18, 2025, governing the multi-currency term loans which

allow us to incur up to an aggregate of $1.35 billion in total borrowings and mature in January 18, 2028, among the Company, as Borrower,

the lenders party thereto, Toronto Dominion (Texas) LLC, as Administrative Agent, and the other parties named therein (as amended, the

“TD Term Loan Agreement” and, together with Wells Fargo Term Loan Agreement, the “Term Loan Agreements”).

The Term Loan Agreement Amendments

conform certain terms of the respective Term Loan Agreements to the terms of our recently closed Fifth Amended and Restated Credit Agreement,

dated as of July 10, 2026, among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative

Agent, and the other parties named therein.

The foregoing descriptions of each of

the Wells Fargo Term Loan Agreement Amendment and the TD Term Loan Agreement Amendment and the Term Loan Agreements are qualified in their

entirety by reference to the full and complete terms of each of the Term Loan Agreement Amendments (including the conformed copy of each

Term Loan Agreement, as amended, attached thereto), which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated

herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1*

Wells Fargo Term Loan Agreement Amendment.

10.2*

TD Term Loan Agreement Amendment.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Certain annexes and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted annexes and schedules upon request by the Securities and Exchange Commission; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any annexes or schedules so furnished.

SIGNATURE

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.

Dated: August 25, 2026

REALTY INCOME CORPORATION

By:

/s/ Bianca Martinez

Bianca Martinez

Senior Vice President, Associate General Counsel and Assistant Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2623824d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

SECOND

AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT

This

SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”), dated as of August 20,

2026, by and among REALTY INCOME CORPORATION, a corporation formed under the laws of the State of Maryland (the “Borrower”),

the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

WHEREAS, the Borrower, the

Lenders, the Administrative Agent and certain other parties have entered into that certain Amended and Restated Term Loan Agreement, dated

as of January 22, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified and as in effect immediately

prior to the date hereof, the “Loan Agreement”), wherein, among other things, the Administrative Agent and the Lenders

made available to the Borrower senior unsecured term loan facilities in the initial aggregate principal amount of $800,000,000; and

WHEREAS, as permitted by Section 13.6

of the Loan Agreement, the Borrower, the Lenders party hereto constituting all of the Lenders and the Administrative Agent desire to amend

the Loan Agreement subject to the terms and conditions of this Amendment.

NOW, THEREFORE, for good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby

agree as follows:

Section 1. Amendments

to Loan Documents. Subject to the conditions precedent set forth in Section 2 below, as of the Amendment Effective Date

(as defined below), the Loan Agreement is hereby amended to delete the red font and green font stricken text (indicated textually in the

same manner as the following examples: stricken text and stricken

text) and to add the blue font and green font double-underlined text (indicated textually in the same manner as the following

examples: double-underlined text and double-underlined

text) as set forth in Exhibit A attached hereto such that, immediately after giving effect to this Amendment, the Loan

Agreement will read as set forth in Exhibit A (the Loan Agreement as so amended hereby, the “Amended Loan Agreement”).

Section 2. Conditions

Precedent. The effectiveness of this Amendment is subject to (i) the accuracy of the representations set forth in Section 3

below and (ii) satisfaction of each of the following conditions (the first date on which each of the conditions pursuant to the foregoing

clauses (i) and (ii) shall have been satisfied, the “Amendment Effective Date”):

(a)           The

Administrative Agent shall have received each of the following, each of which shall be in form and substance reasonably satisfactory to

the Administrative Agent:

(i)            a

counterpart of this Amendment duly executed by the Borrower, the Administrative Agent and all of the Lenders;

(ii)           a

Closing Certificate substantially in form of Exhibit U to the Loan Agreement, executed on behalf of the Borrower by an authorized

officer of the Borrower;

(iii)          a

Compliance Certificate calculated as of the Amendment Effective Date on a pro forma basis for the Borrower’s fiscal quarter ending

March 31, 2026; and

(iv)          evidence

that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without

limitation, the reasonable fees and disbursements of one primary counsel to the Administrative Agent, in connection with this Amendment

have been paid.

Section 3. Representations

and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders as of the Amendment Effective Date

that:

(a)           Authorization.

The Borrower has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment and to

perform its obligations hereunder and under the Amended Loan Agreement in accordance with their respective terms. This Amendment has been

duly executed and delivered by the duly authorized officers of the Borrower and each of this Amendment and the Amended Loan Agreement

is a legal, valid and binding obligation of the Borrower enforceable against the Borrower 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).

(b)           Compliance

with Laws, etc. The execution and delivery by the Borrower of this Amendment and the performance by the Borrower of this Amendment

and the Amended Loan Agreement in accordance with their respective terms, 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 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 organizational

documents of Borrower or any other 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 the Borrower or any other Loan Party

other than in favor of the Administrative Agent for its benefit and the benefit of the other Lender Parties.

Default. No Default or Event of Default has occurred and is continuing as of the date hereof or will exist immediately after giving

effect to this Amendment.

(d)           Loan

Document Representations and Warranties. The representations and warranties made or deemed made by the Borrower and each other Loan

Party in the Amended Loan Agreement and the other Loan Documents to which any of them is a party, are 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

true and correct 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 in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have

been 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 Amended Loan Agreement or waived or consented to by the applicable Lenders in accordance with the provisions

of Section 13.6 of the Amended Loan Agreement.

Section 4. Reaffirmation.

The Borrower, on behalf of each Loan Party, as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which

such Person acts as accommodation party or guarantor, as the case may be, in each case, pursuant to any Loan Document, hereby ratifies

and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Amended Loan Agreement and each other

Loan Document to which it is a party (after giving effect hereto). The Borrower, on behalf of each Loan Party, hereby consents to this

Amendment and acknowledges that the Amended Loan Agreement and each other Loan Document remains in full force and effect and is hereby

ratified and reaffirmed.

- 2 -

Section 5. Certain

References. Each reference to the Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Amended Loan

Agreement. This Amendment is a Loan Document.

Section 6. Costs and

Expenses. Without limiting the obligations of the Borrower under Section 13.2 of the Amended Loan Agreement, the Borrower shall

reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses (including reasonable fees and disbursements

of one primary counsel to the Administrative Agent) incurred by the Administrative Agent in connection with the preparation, negotiation

and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 7. Benefits.

This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8. GOVERNING

LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS

EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 9. Effect.

Except as expressly herein amended, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and

effect. The amendment contained herein shall be deemed to have prospective application only. The Amended Loan Agreement is hereby ratified

and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies

available to the Administrative Agent or the Lenders under the Amended Loan Agreement or any other Loan Document. This Amendment is not

intended to, and shall not, constitute a novation of any of the Loan Documents, the Obligations, or the Guaranteed Obligations.

Section 10. Counterparts.

This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon

all parties, their successors and assigns.

Section 11. Electronic

Signatures. The words “execute,” “execution,” “signed,” “signature,” and words of

like import in or related to any document to be signed by any Lender or Titled Agent (collectively, the “Lender Parties”)

in connection with this Amendment and the transactions contemplated hereby 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 of such

Lender Party or the use of a paper-based recordkeeping system with respect to such Lender Party, 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 California

Uniform Electronic Transaction Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided

that notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic

signatures from any Lender Party in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures

approved by it. Each of the undersigned hereby (i) agrees that, for all purposes, electronic images of this Amendment (including

with respect to any of the Lender Parties’ signature pages thereto) shall have the same legal effect, validity, admissibility

into evidence and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity, admissibility

into evidence or enforceability of this Amendment based solely on the lack of paper original copies hereof, including with respect to

any of the Lender Parties’ signatures hereto.

Section 12. Definitions.

All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Amended Loan Agreement.

- 3 -

[Remainder of Page Intentionally Left Blank;

Signatures on Next Page]

- 4 -

IN WITNESS WHEREOF, the parties

hereto have caused this Second Amendment to Amended and Restated Term Loan Agreement to be duly executed as of the date first above written.

REALTY INCOME CORPORATION

By:

/s/ Jonathan Pong

Name:

Jonathan Pong

Title:

Executive Vice President, Chief Financial Officer and Treasurer

Signature Page to Second Amendment to Amended and Restated Term Loan

Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender

By:

/s/ Cristina Lesch

Name:

Cristina Lesch

Title:

Executive Director

Signature Page to Second Amendment to Amended and Restated Term Loan Agreement

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

By:

/s/ Cody A. Canafax

Name:

Cody A. Canafax

Title:

Executive Director

Signature Page to Second Amendment to Amended and Restated Term Loan Agreement

TD Bank, N.A., as a Lender

By:

/s/ George Skoufis

Name:

George Skoufis

Title:

Vice President

Signature Page to Second Amendment to Amended and Restated Term Loan Agreement

MIZUHO BANK, LTD., as a Lender

By:

/s/ Donna DeMagistris

Name:

Donna DeMagistris

Title:

Managing Director

Signature Page to Second Amendment to Amended and Restated Term Loan Agreement

REGIONS BANK, as a Lender

By:

/s/ Nicholas R. Frerman

Name:

Nicholas R. Frerman

Title:

Senior Vice President

Signature Page to Second Amendment to Amended and Restated Term Loan Agreement

TRUIST Bank, as a Lender

By:

/s/ Ryan Almond

Name:

Ryan Almond

Title:

Director

Signature Page to Second Amendment to Amended and Restated Term Loan Agreement

THE HUNTINGTON NATIONAL BANK, as a Lender

By:

/s/ Joe White

Name:

Joe White

Title:

Senior Vice President

Signature Page to Second Amendment to Amended and Restated Term Loan Agreement

THE BANK OF NOVA SCOTIA, as a Lender

By:

/s/ Vijay Kant

Name:

Vijay Kant

Title:

Managing Director & Head

Signature Page to Second Amendment to Amended and Restated Term Loan Agreement

ROYAL BANK OF CANADA, as a Lender

By:

/s/ Edward McKenna

Name:

Edward McKenna

Title:

Authorized Signatory

Signature Page to Second Amendment to Amended and Restated Term Loan Agreement

Bank of America, N.A., as a Lender

By:

/s/ Helen Chan

Name:

Helen Chan

Title:

Vice President

Signature Page to Second Amendment to Amended and Restated Term Loan Agreement

EXHIBIT A

Amended Loan Agreement

[Attached]

EXHIBIT A

Conformed through FirstSecond Amendment to Amended and Restated Term Loan

Agreement, dated as of June 23August 20, 20252026

AMENDED

AND RESTATED TERM LOAN AGREEMENT

Dated as of January 22, 2024

by and among

REALTY INCOME CORPORATION,

as Borrower,

THE FINANCIAL INSTITUTIONS PARTY HERETO

AND THEIR ASSIGNEES UNDER SECTION 13.5,

as Lenders,

and WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

WELLS FARGO SECURITIES, LLC,

JPMORGAN CHASE BANK, N.A.,

TD BANK, N.A.,

MIZUHO BANK, LTD.,

REGIONS CAPITAL MARKETS,

TRUIST BANK and

THE HUNTINGTON NATIONAL BANK,

as Joint Bookrunners

WELLS FARGO SECURITIES, LLC,

JPMORGAN CHASE BANK, N.A.,

TD BANK, N.A.,

MIZUHO BANK, LTD.,

REGIONS CAPITAL MARKETS,

TRUIST BANK and

THE HUNTINGTON NATIONAL BANK,

as Joint Lead Arrangers

JPMORGAN CHASE BANK, N.A.,

TD BANK, N.A.,

MIZUHO BANK, LTD.

REGIONS BANK,

TRUIST BANK and

THE HUNTINGTON NATIONAL BANK,

as Syndication Agents

BANK OF AMERICA, N.A.,

THE BANK OF NOVA SCOTIA and

ROYAL BANK OF CANADA,

as Managing Agents

TABLE OF CONTENTS

Page

Article I

Definitions

Section 1.1

Definitions

Section 1.2

General; References to Pacific Time

3537

Section 1.3

Rates

3538

Section 1.4

Divisions

3638

Section 1.5

Rounding; Cashless Settlement

3638

Section 1.6

Certain Calculations and Tests

3639

Article II

Credit Facility

3739

Section 2.1

[Reserved]

3739

Section 2.2

Tranche A Term Loans

3739

Section 2.3

Tranche B Term Loans

3840

Section 2.4

[Reserved]

3941

Section 2.5

[Reserved]

3941

Section 2.6

Rates and Payment of Interest on Loans

3941

Section 2.7

Number of Interest Periods

3941

Section 2.8

Repayment of Loans

3941

Section 2.9

Prepayments

4042

Section 2.10

Continuation

4042

Section 2.11

Conversion

4042

Section 2.12

Notes

4143

Section 2.13

Increase in Commitments

4143

Section 2.14

Funds Transfer Disbursements

4345

Article III

Payments, Fees and Other General Provisions

4345

Section 3.1

Payments

4345

Section 3.2

Pro Rata Treatment

4446

Section 3.3

Sharing of Payments, Etc.

4446

Section 3.4

Several Obligations

4446

Section 3.5

Fees

4446

Section 3.6

Computations

4547

Section 3.7

Usury

4547

Section 3.8

Statements of Account; Bill Lead Date Request

4547

Section 3.9

Defaulting Lenders

4648

Section 3.10

Taxes

4749

Article IV

Eligibility of Properties

5153

Section 4.1

Existing Unencumbered Assets

5153

Section 4.2

Termination of Designation as Unencumbered Asset

5153

Article V

Yield Protection, Etc.

5153

Section 5.1

Additional Costs; Capital Adequacy

5153

Section 5.2

Changed Circumstances

5355

Section 5.3

Illegality

5557

Section 5.4

Compensation

5557

Section 5.5

Treatment of Affected Loans

5658

Section 5.6

Affected Lenders

5659

Section 5.7

Change of Lending Office

5759

TABLE OF CONTENTS

(continued)

Page

Section 5.8

Assumptions Concerning Funding of Term SOFR Loans

5759

Article VI

Conditions Precedent

5860

Section 6.1

Initial Conditions Precedent

5860

Section 6.2

Conditions Precedent to All Loans

6062

Article VII

Representations and Warranties

6062

Section 7.1

Representations and Warranties

6062

Section 7.2

Survival of Representations and Warranties, Etc.

6769

Article VIII

Affirmative Covenants

6769

Section 8.1

Preservation of Existence and Similar Matters

6769

Section 8.2

Compliance with Applicable Law

6770

Section 8.3

Maintenance of Property

6770

Section 8.4

Conduct of Business

6870

Section 8.5

Insurance

6870

Section 8.6

Payment of Taxes and Claims

6870

Section 8.7

Books and Records; Inspections

6870

Section 8.8

Use of Proceeds

6971

Section 8.9

Environmental Matters

6971

Section 8.10

Further Assurances

7072

Section 8.11

Claims Pari Passu

7072

Section 8.12

REIT Status

7072

Section 8.13

Exchange Listing

7072

Section 8.14

Guarantors

7073

Article IX

Information

7174

Section 9.1

Quarterly Financial Statements

7174

Section 9.2

Year-End Statements

7274

Section 9.3

Compliance Certificate

7274

Section 9.4

Other Information

7275

Section 9.5

Electronic Delivery of Certain Information

7476

Section 9.6

Public/Private Information

7577

Section 9.7

USA Patriot Act Notice; Compliance

7578

Section 9.8

Compliance with Anti-Corruption Laws; Beneficial Ownership

Regulation, Anti-Money Laundering Laws and Sanctions

7578

Article X

Negative Covenants

7678

Section 10.1

Financial Covenants

7678

Section 10.2

Negative Pledge

7881

Section 10.3

Restrictions on Intercompany Transfers

7881

Section 10.4

Merger, Consolidation, Sales of Assets and Other Arrangements

7981

Section 10.5

Plans

8083

Section 10.6

Fiscal Year

8083

Section 10.7

Modifications of Organizational Documents and Material

Contracts

8083

Section 10.8

Transactions with Affiliates

8184

Section 10.9

Derivatives Contracts

8184

TABLE OF CONTENTS

(continued)

Page

Section 10.10

Outbound Investment Regulations Rules

8184

Article XI

Default

8285

Section 11.1

Events of Default

8285

Section 11.2

Remedies Upon Event of Default

8488

Section 11.3

[Reserved]

8689

Section 11.4

Marshaling; Payments Set Aside

8689

Section 11.5

Allocation of Proceeds

8689

Section 11.6

[Reserved]

8790

Section 11.7

Performance by Administrative Agent

8790

Section 11.8

Rights Cumulative

8790

Article XII

The Administrative Agent

8791

Section 12.1

Appointment and Authorization

8791

Section 12.2

Administrative Agent’s Reliance

8892

Section 12.3

Notice of Events of Default

8992

Section 12.4

Administrative Agent as Lender

8992

Section 12.5

Approvals of Lenders

9093

Section 12.6

Indemnification of Administrative Agent

9093

Section 12.7

Lender Credit Decision, Etc.

9194

Section 12.8

Successor Administrative Agent

9195

Section 12.9

Titled Agents

9295

Section 12.10

Specified Derivatives Contracts

9296

Section 12.11

Erroneous Payments

9396

Article XIII

Miscellaneous

9598

Section 13.1

Notices

9598

Section 13.2

Expenses

9699

Section 13.3

Setoff

97100

Section 13.4

Litigation; Jurisdiction; Other Matters; Waivers

97100

Section 13.5

Successors and Assigns

98101

Section 13.6

Amendments and Waivers

102105

Section 13.7

Nonliability of Administrative Agent and Lenders

106109

Section 13.8

Confidentiality

106110

Section 13.9

Indemnification

107111

Section 13.10

Termination; Survival

108112

Section 13.11

Severability of Provisions

108112

Section 13.12

GOVERNING LAW

109112

Section 13.13

Counterparts; Electronic Signatures

109112

Section 13.14

Obligations with Respect to Loan Parties and Subsidiaries

110113

Section 13.15

Independence of Covenants

110113

Section 13.16

Limitation of Liability

110113

Section 13.17

Entire Agreement

110114

Section 13.18

Construction

110114

Section 13.19

Headings

110114

Section 13.20

Acknowledgement and Consent to Bail-in of Affected

Financial Institutions

111114

iii

TABLE OF CONTENTS

(continued)

Page

Section 13.21

Acknowledgement Regarding Any Supported QFCs

111115

Section 13.22

Effect of Amendment and Restatement

112115

Section 13.23

Certain ERISA Considerations

113116

Section 13.24

UPREIT

Reorganization

117

SCHEDULE I

Outstanding Balances; Commitment Amounts and Percentages

SCHEDULE 1.1(A)

[Reserved]

SCHEDULE 1.1(B)

List of Loan Parties

SCHEDULE 4.1

Initial Unencumbered Assets

SCHEDULE 7.1(b)

Ownership Structure

SCHEDULE 7.1(g)

Indebtedness and Guarantees

SCHEDULE 7.1(h)

Material Contracts

SCHEDULE 7.1(i)

Litigation

SCHEDULE 7.1(r)

Affiliate Transactions

EXHIBIT A

Form of Assignment and Assumption Agreement

EXHIBIT B

[Reserved]

EXHIBIT C

[Reserved]

EXHIBIT D

Form of Disbursement Instruction Agreement

EXHIBIT E

Form of Guaranty

EXHIBIT F

Form of Notice of Continuation

EXHIBIT G

Form of Notice of Conversion

EXHIBIT H

[Reserved]

EXHIBIT I

[Reserved]

EXHIBIT J

[Reserved]

EXHIBIT K

[Reserved]

EXHIBIT L

[Reserved]

EXHIBIT M

Form of Tranche A Term Loan Note

EXHIBIT N

Form of Tranche B Term Loan Note

EXHIBIT O

[Reserved]

EXHIBIT P

[Reserved]

EXHIBIT Q

[Reserved]

EXHIBIT R

[Reserved]

EXHIBIT S

Forms of U.S. Tax Compliance Certificates

EXHIBIT T

Form of Compliance Certificate

EXHIBIT U

Form of Closing Certificate

THIS AMENDED AND RESTATED

TERM LOAN AGREEMENT (this “Agreement”) dated as of January 22, 2024 by and among REALTY INCOME CORPORATION, a

corporation formed under the laws of the State of Maryland (together with

its successors and permitted assigns, the “Borrower”), each of the financial institutions initially a signatory

hereto together with their successors and assignees under Section 13.5 (the “Lenders”), and WELLS FARGO

BANK, NATIONAL ASSOCIATION, as Administrative Agent, with WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., TD BANK, N.A., MIZUHO

BANK, LTD., REGIONS CAPITAL MARKETS, TRUIST BANK and THE HUNTINGTON NATIONAL BANK, as Joint Bookrunners, WELLS FARGO SECURITIES,

LLC, JPMORGAN CHASE BANK, N.A., TD BANK, N.A., MIZUHO BANK, LTD., REGIONS CAPITAL MARKETS, TRUIST BANK and THE HUNTINGTON NATIONAL

BANK, as Joint Lead Arrangers (the “Joint Lead Arrangers”), JPMORGAN CHASE BANK, N.A., TD BANK, N.A., MIZUHO BANK, LTD.,

REGIONS BANK, TRUIST BANK and THE HUNTINGTON NATIONAL BANK, as Syndication Agents (the “Syndication Agents”), and BANK

OF AMERICA, N.A., THE BANK OF NOVA SCOTIA and ROYAL BANK OF CANADA, as Managing Agents (the “Managing Agents”).

WHEREAS, on October 29,

2023, the Borrower entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Saints MD Subsidiary, Inc.,

a Maryland corporation and a direct wholly owned subsidiary of the Borrower (“Merger Sub”), and Spirit Realty Capital, Inc.,

a Maryland corporation (“Spirit”), pursuant to which, upon the closing of the Merger, Spirit will be merged with and

into Merger Sub, with Merger Sub continuing as the surviving corporation;

WHEREAS, Spirit Realty, L.P.,

a Delaware limited partnership (“Spirit LP”), is party to that certain Term Loan Agreement (as amended, restated, supplemented

or otherwise modified and as in effect immediately prior to the date hereof, the “Existing Loan Agreement”), dated

as of August 22, 2022, by and among, inter alios, Spirit LP, as borrower, the financial institutions party thereto on the

date hereof and immediately prior to giving effect to this Agreement (the “Existing Lenders”) and JPMorgan Chase Bank,

N.A., as administrative agent (in such capacity, the “Existing Administrative Agent”);

WHEREAS, in connection with,

and subject to the consummation of, the Merger, the Borrower desires to assume (the “Assumption”) or repay, in whole

or in part, all outstanding Term Loans (as defined in the Existing Loan Agreement) (the “Existing Term Loans”) of Spirit

LP (collectively, the “Refinancing”); and

WHEREAS, the Administrative

Agent and the Lenders desire to amend and restate the Existing Loan Agreement to, among other things, (a) make available to the Borrower

a senior unsecured term loan facility in the initial amount of $800,000,000, which will include (i) a $300,000,000 tranche (the “Tranche

A Term Loan Facility”) and (ii) a $500,000,000 tranche (the “Tranche B Term Loan Facility”), (b) evidence

the consent of certain Existing Lenders and the Existing Administrative Agent to the Assumption, and (c) give effect to the Refinancing,

in each case, 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 hereby

amend and restate the Existing Loan Agreement and hereby 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:

“Accession Agreement”

means an Accession Agreement substantially in the form of Annex I to the Guaranty.

“Additional Costs”

has the meaning given that term in Section 5.1(b).

“Adjusted Funds From

Operations” means, with respect to the Borrower for any period, net income available to common stockholders (computed in accordance

with GAAP), plus depreciation, amortization and impairments, after adjustments for unconsolidated partnerships and joint ventures, and

adjusted as set forth in the earnings press release and accompanying supplemental financial statements of the Borrower for the applicable

period. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect adjusted funds from operations on

the same basis.

“Adjusted Term SOFR”

means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term

SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR

shall be deemed to be the Floor.

“Administrative Agent”

means Wells Fargo Bank, National Association as contractual representative of the Lenders under this Agreement, or any successor Administrative

Agent appointed pursuant to Section 12.8.

“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 the date as of which this Agreement is dated.

“Anti-Corruption

Laws” means all Applicable Laws of any jurisdiction applicable to the Borrowerany

Loan Party or its Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation,

the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder and the U.K. Bribery

Act 2010, as amended, and the rules and regulations thereunder.

“Anti-Money Laundering

Laws” means all Applicable Laws or obligatory government orders, decrees, ordinances or rules applicable to the

Borrowerany Loan Party, its Subsidiaries

or Affiliates related to terrorism financing, financial recordkeeping and reporting, or money laundering, including, without limitation,

any applicable provision of the Anti-Money Laundering Act of 2020, the Patriot Act and The Currency and Foreign Transactions Reporting

Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s),

1820(b) and 1951-1959).

“Applicable Law”

means all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, executive

orders, and administrative or judicial precedents or authorities, 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.

“Applicable Margin”

means the percentage rates set forth in the tables below corresponding to the level (each, a “Level”) into which the

Credit Rating then falls. As of the Agreement Date, the Applicable Margins are determined based on Level 2. Any change in the Borrower’s

Credit Rating which would cause the Applicable Margins 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 written notice delivered

by the Borrower in accordance with Section 9.4(m) that the Borrower’s Credit

Rating has changed; provided, however, that if the Borrower has not delivered the notice required by such Section but

the Administrative Agent becomes aware that the Borrower’s Credit Rating

has changed, then the Administrative Agent shall give the Borrower notice of its awareness of such change (provided that failure

to give such notice shall not limit the effectiveness of any adjustment of the applicable Level by the Administrative Agent in accordance

with this definition) and may, in its sole discretion, adjust the Level effective as of the first day of the first calendar month following

the date the Administrative Agent becomes aware that the Credit Rating has changed. During any period for which the Borrower has received

three Credit Ratings which are not equivalent, the Applicable Margins shall be determined by (a) the highest Credit Rating if they

differ by only one Level and (b) the average of the two highest Credit Ratings if they differ by two or more Levels (unless the average

is not a recognized Level, in which case the Applicable Margins will be based on the Level corresponding to the second highest Credit

Rating). During any period for which the Borrower has received only two Credit Ratings and such Credit Ratings are not equivalent, the

Applicable Margins shall be determined by (i) the highest Credit Rating if they differ by only one Level and (ii) the average

of the two Credit Ratings if they differ by two or more Levels (unless the average is not a recognized Level, in which case the Applicable

Margins shall be based on the Credit Rating one Level below the Level corresponding to the higher Credit Rating). During any period for

which the Borrower has received a Credit Rating from only one Rating Agency, the Applicable Margins shall be determined based on such

Credit Rating so long as such Credit Rating is from either S&P or Moody’s. During any period that the Borrower has (x) not

received a Credit Rating from any Rating Agency or (y) received a Credit Rating from only one Rating Agency that is neither S&P

ornor

Moody’s, the Applicable Margins shall be determined based on Level 67.

Level

Credit Rating

Applicable Margin

for Loans that are

Base Rate Loans

Applicable Margin

for Loans that are

Term SOFR Loans

A+/A2A1 (or higher)

0.000%

0.7500.675%

A/A2

0.000%

0.700%

A-/A3

0.000%

0.8000.750%

BBB+/Baa1

0.000%

0.8500.800%

BBB/Baa2

0.000%

0.9500.900%

BBB-/Baa3

0.2000.150%

1.2001.150%

BB+/Ba1 (or lower or unrated)

0.6000.550%

1.6001.550%

“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.

“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.

“Assumption”

has the meaning set forth in the third recital hereof.

“Assumption

Date” has the meaning given that term in Section 13.24(b).

“Assumption

Transaction” has the meaning given that term in Section 13.24(b).

“Available Tenor”

means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a

term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period

pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component

thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark,

in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the

definition of “Interest Period” pursuant to Section 5.2(c)(iv).

“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).

“Bankruptcy Code”

means the Bankruptcy Code of 1978, as amended.

“Base Rate”

means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) the sum of

(i) Adjusted Term SOFR in effect on such day plus (ii) 1.00%; each change in the Base Rate shall take effect simultaneously

with the corresponding change or changes in the Prime Rate, the Federal Funds Rate, or Adjusted Term SOFR, as the case may be (provided

that clause (c) shall not be applicable during any period in which Adjusted Term SOFR is unavailable or unascertainable). Notwithstanding

the foregoing, in no event shall the Base Rate be less than 1.00%.

“Base Rate Loan”

means a Loan (or any portion thereof) bearing interest at a rate based on the Base Rate.

“Benchmark”

means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the

Term SOFR Reference Rate 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(c).

“Benchmark Replacement”

means, with respect to any Benchmark Transition Event, the sum of: (i) the alternate benchmark rate that has been selected by the

Administrative Agent and the Borrower 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 to the then-current Benchmark for Dollar-denominated syndicated credit facilities

and (ii) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would

be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan

Documents.

“Benchmark Replacement

Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for

any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment (which may be

a positive or negative value or zero), that has been selected by the Administrative Agent and the Borrower 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 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 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

(b)           in

the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark

(or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator

of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined

by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such

Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt,

the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect

to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors

of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition

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

(a)           a

public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used

in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark

(or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is

no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b)           a

public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published

component used in the calculation thereof), the FRB, 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

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 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, in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement

Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the

90th day prior to the expected date of such event as of such public statement or publication of information (or if the

expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or

publication).

“Benchmark Unavailability

Period” means the period (if any) (i) beginning at the time that a Benchmark Replacement Date 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 5.2(c)(i) and (ii) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark

for all purposes hereunder and under any Loan Document in accordance with Section 5.2(c)(i).

“Beneficial Ownership

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

“Beneficial Ownership

Regulation” means 31 CFR § 1010.230.

“Benefit Arrangement”

means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Multiemployer Plan and

which is maintained or otherwise contributed to by the Borrowerany

Loan Party or any Subsidiary.

“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 Internal Revenue Code or (c) any Person whose assets include (for purposes

of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue 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.

“Business Day”

means any day (other than a Saturday, Sunday or legal holiday) on which banks in San Francisco, California and New York, New York, are

open for the conduct of their commercial banking business. Unless specifically referenced in this Agreement as a Business Day, all references

to “days” shall be to calendar days.

“Capitalization

Rate” means 6.50%.

“Capitalized Lease

Obligations” means obligations under a financing 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 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 any “Lender” under the Revolving Credit Agreement)

(or bank holding company owning any Lender (or owning any “Lender” under the Revolving Credit Agreement)) 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 any “Lender” under the Revolving Credit Agreement) (or bank holding company owning any Lender (or

owning any “Lender” under the Revolving Credit Agreement)) 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; (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; and (f) investments of the type and maturity described in clauses (a) through

(e) above of foreign financial institutions and obligors (including foreign governments), which financial institutions, investments

or obligors have the ratings described in such clauses or equivalent ratings from comparable foreign rating agencies.

“Class”

(a) when used with respect to a Commitment, refers to whether such Commitment is a Tranche A Term Loan Commitment or Tranche B Term

Loan Commitment, (b) when used with respect to a Loan, refers to whether such Loan is a Tranche A Term Loan or a Tranche B Term

Loan 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.

“Commitment Increase”

has the meaning given that term in Section 2.13.

“Commitments”

means a Tranche A Term Loan Commitment or a Tranche B Term Loan Commitment, as the context may require.

“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 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 Section 5.4 and other technical, administrative or operational matters) that the

Administrative Agent reasonably determines 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 reasonably decides that adoption of any portion of such market practice is not administratively

feasible or if the Administrative Agent reasonably determines in consultation with the Borrower that no market practice for the administration

of any such rate exists, in such other manner of administration as the Administrative Agent reasonably determines in consultation with

the Borrower 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.

“Continue”,

“Continuation” and “Continued” each refers to the continuation of a 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.

“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

Securities” means unsecured Indebtedness that is permitted to be incurred under this Agreement, the terms of which provide

for conversion into, or exchange for, Equity Interests (other than Mandatorily Redeemable Stock) of the

Borrowerany Loan Party, cash (in an amount

determined by reference to the price of such Equity Interests) or a combination of Equity Interests (other than Mandatorily Redeemable

Stock) and/or cash (in an amount determined by reference to the price of such Equity Interests).

“Covered Entity”

means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12

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

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

“Covered Party”

has the meaning given that term in Section 13.21.

“Credit Event”

means the making (or deemed making) of any Loan.

“Credit Rating”

means the rating assigned by a Rating Agency to each series of rated senior unsecured long term indebtedness of the Borrower.

“Crest Net Subsidiaries”

means Subsidiaries of Crest Net Lease, Inc. that are Deemed Taxable REIT Subsidiaries.

“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.

“Deemed Taxable

REIT Subsidiary” has the meaning given that term in the definition of the term “Taxable REIT Subsidiary”.

“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”

has the meaning given that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as

applicable.

“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 or any other Lender any other amount required to be paid by it hereunder

within 2 Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent 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 and each Lender.

“Derivatives Contract”

means a “swap agreement” as defined in Section 101 of the Bankruptcy Code. Notwithstanding the foregoing and for the

avoidance of doubt, the definition of “Derivatives Contract” shall not include any Permitted Equity Derivatives or

Equity Forward Contracts.

“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 quotations or estimates provided by any recognized dealer in Derivatives Contracts (which may include the

Administrative Agent, any Lender, any Specified Derivatives Provider or any Affiliate of any of them).

“Designated Non-Guarantor

Indebtedness” 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 and (ii) on which the improvements (other than tenant improvements on unoccupied

space) related to the development have not been substantially completed. The term “Development Property” shall include real

property of the type described in the immediately preceding sentence to be (but not yet) acquired by the

Borrowerany Loan Party, any Subsidiary,

any Specified Fund or any Unconsolidated Affiliate upon completion of construction pursuant to a contract in which the seller of such

real property is required to develop or renovate prior to, and as a condition precedent to, such acquisition.

“Disbursement Instruction

Agreement” means an agreement substantially in the form of Exhibit D to be executed and delivered by the Borrower

pursuant to Section 6.1(a)(ix), as the same may be amended, restated or modified from time to time with the prior written

approval of the Administrative Agent.

“Dollars”

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

“Drop-Down

Conversion” has the meaning given that term in Section 13.24(a).

“EBITDA”

means, with respect to a Person for any period and without duplication, the sum of (a) net income (loss) of such Person for such

period determined on a consolidated basis excluding the following (but only to the extent included in determining net income (loss) for

such period): (i) depreciation and amortization; (ii) interest expense; (iii) income tax expense; (iv) extraordinary,

unusual or nonrecurring items, including without limitation, gains and losses from the sale of Properties (but

not from the sale of Properties by any Taxable REIT Subsidiary); (v) gains and losses resulting from currency

exchange effects and hedging arrangements; (vi) non-cash stock compensation costs of such Person for such period, and (vii) equity

in net income (loss) of its Unconsolidated Affiliates and Specified Funds; plus (b) such Person’s Ownership Share of

EBITDA of its Unconsolidated Affiliates and Specified Funds. EBITDA shall be adjusted to remove any impact from amortization of above

and below market rent intangibles pursuant to FASB ASC 805. For purposes of this definition, nonrecurring items shall be deemed to include,

but shall not be limited to, (w) gains and losses on early extinguishment of Indebtedness, (x) severance and other restructuring

charges, (y) transaction costs of acquisitions, dispositions, capital markets offerings, debt financings and amendments thereto,

the Reorganization and merger and one-time integration related

costs, in each case, not permitted to be capitalized pursuant to GAAP and (z) non-cash impairment charges.

“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 later of (a) the Agreement Date and (b) the date on which all of the conditions precedent set forth in Section 6.1

shall have been fulfilled or waived by all of the Lenders.

“Electronic Record”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.

“Electronic Signature”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.

“Eligible Assignee”

means any Person that meets the requirements to be an assignee under Section 13.5(b)(iii), (v) and (vi) (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) a

remaining term (including any unexercised extension options exercisable at the sole option of the ground lessee) of 30 years or

more from the Revolving Credit Agreement 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) clearly determinable rental payment terms.

“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

Forward Contract” means any forward equity contract with respect to Equity Interests (other than Mandatorily Redeemable Stock)

of (a) prior to the Reorganization, the Borrower entered into by the Borrower and any Person other than the Borrower or any of its

Subsidiaries or (b) from and after the Reorganization, the REIT Entity entered into by the REIT Entity and any Person other than

the REIT Entity or any of its Subsidiaries.

“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

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. Notwithstanding the foregoing and for the avoidance

of doubt, the definition of “Equity Interest” shall not include Convertible Debt Securities (it being understood, for the

avoidance of doubt, that nothing in this proviso affects the status, as Equity Interests, of any common equity actually issued upon conversion

or exchange of any Convertible Debt Securities).

“ERISA”

means the Employee Retirement Income Security Act of 1974, as in effect from time to time.

“ERISA Event”

means, with respect to the ERISA Group, (a) any “reportable event” as defined in Section 4043 of ERISA with respect

to a Plan (other than an event for which the 30-day notice period is waived); (b) the withdrawal of a member of the ERISA Group

from a 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 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 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 liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer

Plan; (e) the institution of proceedings by the PBGC to terminate a 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 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 Plan or Multiemployer Plan

or the imposition of 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), in reorganization (within the meaning of Section 4241 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 liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, 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 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 Borrowerany

Loan Party, 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 Borrowerany

Loan Party or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code.

“Erroneous Payment”

has the meaning given that term in Section 12.11(a).

“Erroneous Payment

Deficiency Assignment” has the meaning given that term in Section 12.11(d).

“Erroneous Payment

Impacted Class” has the meaning given that term in Section 12.11(d).

“Erroneous Payment

Return Deficiency” has the meaning given that term in Section 12.11(d).

“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.

“Exchange Act”

has the meaning given that term in Section 11.1(l)(i).

“Excluded Subsidiary”

means any Subsidiary (a) that (i) either (x) holds title to assets that are or are to become collateral for any Secured

Indebtedness of such Subsidiary or (y) owns Equity Interests of one or more Excluded Subsidiaries but has no assets other than such

Equity Interests and other assets of nominal value (including cash) incidental thereto, and (ii) that is prohibited from Guarantying

the Indebtedness of any other Person pursuant to (A) any document, instrument, or agreement evidencing such Secured Indebtedness

or (B) a provision of such Subsidiary’s organizational documents which provision was included in such Subsidiary’s organizational

documents as a condition to the extension of (or pursuant to the terms of) such Secured Indebtedness, (b) that is prohibited by

law or governmental regulations from guarantying the Obligations or (c) that is a Restricted JV Subsidiary. Notwithstanding anything

herein to the contrary, in no event shall a Supermajority Owned Subsidiary that holds title to assets included in the calculation of

Unencumbered Asset Value be an Excluded Subsidiary.

“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 incorporated,

established or 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 Lender 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 Taxes imposed under FATCA.

“Existing Administrative

Agent” has the meaning set forth in the second recital hereof.

“Existing Lenders”

has the meaning set forth in the second recital hereof.

“Existing Loan Agreement”

has the meaning set forth in the second recital hereof.

“Existing Term Loans”

has the meaning set forth in the third recital hereof.

“Existing Tranche

A Term Loan” means an Existing Term Loan that is a Tranche A Term Loan (under and as defined in the Existing Loan Agreement).

“Existing Tranche

B Term Loan” means an Existing Term Loan that is a Tranche B Term Loan (under and as defined in the Existing Loan Agreement).

“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, 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. If the Federal Funds Rate determined as

provided above would be less than zero, the Federal Funds Rate shall be deemed to be zero.

“Fee Letter”

means that certain fee letter dated November 13, 2023, by and among the Borrower, Wells Fargo and Wells Fargo Securities, LLC, and

each other fee letter entered into with a Joint Lead Arranger in connection with the credit facilities evidenced by this Agreement.

“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 any Fee Letter or under any other Loan Document.

“Fitch”

means Fitch, Inc., and its successors.

“Fixed Charges”

means, with respect to a Person and for a given period, the sum of (a) the Interest Expense of such Person for such period, plus

(b) the aggregate of all scheduled principal payments on Indebtedness made by such Person during such period (excluding balloon,

bullet or similar payments of principal due upon the stated maturity of Indebtedness), plus (c) the aggregate of all dividends

paid or accrued by such Person on any Preferred Stock during such period but excluding redemption payments or repurchases or charges

in connection with the final redemption or repurchase in whole of any Preferred Stock. The Borrower’s,

plus (d) such Person’s Ownership Share of the Fixed Charges of its Unconsolidated Affiliates and Specified Funds

will be included when determining the Fixed Charges of the Borrower.

“Floor”

means a rate of interest equal to 0.00%.

“Foreign Lender”

means a Lender that is resident or organized under the laws of a jurisdiction other than that in

which the Borrower is resident for tax purposesnot

a U.S. Person.

“Foreign Subsidiary”

means a Subsidiary not formed under the laws of the United States of America, any state thereof or the District of Columbia.

“Former

Borrower Entity” has the meaning given that term in Section 13.24(b).

“FRB”

means the Board of Governors of the Federal Reserve System of the United States.

“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.

“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.

“Gross Asset Value”

means, at a given time, the sum (without duplication) of (a) (i) the aggregate Net Operating Income for all Properties (other

than (A) Development Properties and land held for development and (B) any Property that has negative Net Operating Income for

such period) owned by the Borrower, any of its Wholly Owned Subsidiaries or any of its Supermajority Owned Subsidiaries for the entire

period of four consecutive fiscal quarters of the Borrower most recently ended divided by (ii) the Capitalization Rate, plus

(b) all cash, Cash Equivalents (excluding tenant deposits and other cash and Cash Equivalents the disposition of which is restricted

but including (x) fully refundable earnest money deposits associated with potential acquisitions and (y) Unrestricted 1031

Cash) and marketable securities of the Borrower, its Wholly Owned Subsidiaries and its Supermajority Owned Subsidiaries at such time,

plus (c) the current GAAP book value of all Development Properties and all land held for development of the Borrower, its

Wholly Owned Subsidiaries and its Supermajority Owned Subsidiaries, plus (d) the purchase price paid by the Borrower, any

Wholly Owned Subsidiary or any Supermajority Owned Subsidiary (less any amounts paid to the Borrower, such Wholly Owned Subsidiary or

such Supermajority Owned Subsidiary as a purchase price adjustment, held in escrow, retained as a contingency reserve, or in connection

with other similar arrangements) for any Property (other than a Development Property) acquired by the Borrower, such Wholly Owned Subsidiary

or such Supermajority Owned Subsidiary during the immediately preceding period of four consecutive fiscal quarters of the Borrower most

recently ended, plus (e) the GAAP book value of all loan investments, mezzanine loan investments, preferred stock investments

and debt securities investments (including Mortgage Receivables) of the Borrower, its Wholly Owned Subsidiaries and its Supermajority

Owned Subsidiaries, plus (f) contractual purchase price of Properties of the Borrower, its Wholly Owned Subsidiaries and

its Supermajority Owned Subsidiaries subject to purchase obligations, repurchase obligations, forward commitments and unfunded obligations

to the extent such obligations and commitments are included in determinations of Total Liabilities, plus (g) the GAAP book

value (exclusive of accumulated depreciation) of the corporate headquarters of the Borrower located at 11975/11995 El Camino Real, San

Diego, California 92130 so long as the Borrower, a Wholly Owned Subsidiary or a Supermajority Owned Subsidiary thereof owns such Property,

plus (h) (i) prior to the Reorganization, the aggregate positive amount of net cash proceeds that would be due to the Borrower

and its Subsidiaries from all Equity Forward Contracts that have not yet settled as of such date and calculated as if such Equity Forward

Contracts were settled by the Borrower’s delivery of its common shares (assuming full physical settlement of such Equity Forward

Contracts) as of, and such net cash proceeds were actually received on, the last day of the then most recently ended fiscal quarter,

but excluding proceeds from each Equity Forward Contract, if any, with respect to which the Borrower either (1) would not reasonably

be expected, for any reason, to be able to fulfill its obligations thereunder or (2) no longer intends to issue shares sufficient

to realize such proceeds or (ii) from and after the Reorganization, the aggregate positive amount of net cash proceeds that would

be due to the REIT Entity and its Subsidiaries from all Equity Forward Contracts that have not yet settled as of such date and calculated

as if such Equity Forward Contracts were settled by the REIT Entity’s delivery of its common shares (assuming full physical settlement

of such Equity Forward Contracts) as of, and such net cash proceeds were actually received on, the last day of the then most recently

ended fiscal quarter, but excluding proceeds from each Equity Forward Contract, if any, with respect to which the REIT Entity either

(1) would not reasonably be expected, for any reason, to be able to fulfill its obligations thereunder or (2) no longer intends

to issue shares sufficient to realize such proceeds. Subject to the limitations set forth herein, the Borrower’s Ownership

Share of assets held by (i) Subsidiaries that are neither Wholly Owned Subsidiaries nor Supermajority Owned Subsidiaries, (ii) Unconsolidated

Affiliates and (iii) Specified Funds, shall be included in the calculation of Gross Asset Value, in each case, consistent with the

treatment for Properties and assets of Wholly Owned Subsidiaries and Supermajority Owned Subsidiaries above. To the extent that more

than (x) 30.0% of the Gross Asset Value would be attributable to Unimproved Land and loan investments, mezzanine loan investments,

preferred stock investments and debt securities investments (including Mortgage Receivables), such excess shall be excluded and (y) 15.0%

of Gross Asset Value would be attributable to Development Properties (other than Specified Development Properties), such excess shall

be excluded. For purposes of this definition, if a Property to be included in the determination of Gross Asset Value under the immediately

preceding clause (a) has not generated Net Operating Income for the entire period of four consecutive fiscal quarters of the

Borrower most recently ended because the Property ceased to be a Development Property during such period, then the Net Operating Income

for such Property shall be annualized for such period in a manner reasonably acceptable to the Administrative Agent. Notwithstanding

the foregoing, the calculation of Gross Asset Value shall not be subject to any percentage limitations specified in this paragraph during

any period of time in which the Borrower maintains Credit Ratings from both S&P and Moody’s that each corresponds with Level

3 (or better) in the table set forth in the definition of “Applicable Margin.”

“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”.

“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, 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;

(f) electrical equipment which contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of

fifty parts per million.

“Incorporated Covenant”

has the meaning given that term in Section 13.6(f)(iii).

“Incremental Term

Loan Amendment” has the meaning given that term in Section 2.13(d).

“Indebtedness”

means, with respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all obligations

of such Person in respect of money borrowed; (b) all obligations of such Person (other than (A) trade debt incurred in the

ordinary course of business and (B) any earnout obligation until such obligation becomes a liability on the balance sheet of such

Person in accordance with GAAP (excluding disclosure on the notes and footnotes thereto) and if not paid after becoming due and payable),

whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of

credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness,

conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily

paid or that are issued or assumed as full or partial payment for property or for services rendered; (c) Capitalized Lease Obligations

of such Person; (d) all reimbursement obligations (contingent or otherwise) of such Person under or in respect of any letters of

credit or acceptances (whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations of such Person;

(f) net obligations under any Derivative Contract in an amount equal to the Derivatives Termination Value thereof (but, for the

avoidance of doubt, Indebtedness of the BorrowerLoan

Parties shall not include any agreement, commitment or arrangement for the sale of Equity Interests issued by the

Borrowerany Loan Party at a future date

that could be discharged solely by (A) delivery of the Borrower’sany

Loan Party’s Equity Interests (other than Mandatorily Redeemable Stock), or, (B) solely at the

Borrower’sa Loan Party’s option

made at any time, payment of the net cash value of such Equity Interests at the time, irrespective of the form or duration of such agreement,

commitment or arrangement; provided, however, that during the period of time, if any, following an election by the

Borrowersuch Loan Party to pay the net

cash value of such Equity Interest and prior to payment of such net cash value, the obligation to pay such net cash value shall be included

as “Indebtedness” hereunder (it being understood and agreed that the amount of such Indebtedness shall be calculated based

on the closing price of the Borrower’ssuch

Loan Party’s Equity Interests on the date of such election, irrespective of the market price of the

Borrower’ssuch Loan Party’s

Equity Interests at any time following such election, including at the time of payment)); (g) all obligations of such Person to

purchase, redeem, retire, defease or otherwise make any payment in respect of any Mandatorily Redeemable Stock issued by such Person

or any other Person, valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

and (h) all Indebtedness of other Persons which (i) such Person has Guaranteed or is otherwise recourse to such Person (except

for guaranties of exceptions to non-recourse liability described in the definition of “Nonrecourse Indebtedness”) or (ii) is

secured by a Lien on any property of such Person (valued in the case of this clause (ii) at the lesser of (A) the aggregate

unpaid amount of such Indebtedness and (B) if such Indebtedness is non-recourse, the fair market value of the property encumbered

thereby as determined by such Person in good faith). All Loans shall constitute Indebtedness of the Borrower.

“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, with respect to a Person and for any period, (a) all paid, accrued or capitalized interest expense (including, without limitation,

capitalized interest expense and interest expense attributable to Capitalized Lease Obligations) of such Person and in any event shall

include all letter of credit fees and all interest expense with respect to any Indebtedness in respect of which such Person is wholly

or partially liable whether pursuant to any repayment, interest carry, performance Guarantee or otherwise, plus (b) to the

extent not already included in the foregoing clause (a) such Person’s Ownership Share of all paid, accrued or capitalized

interest expense for such period of Unconsolidated Affiliates of such Person and of any Specified Funds; provided, that Interest

Expense shall not include (i) capitalized interest funded from a construction loan interest reserve account held by another lender

and not included in the calculation of cash for balance sheet reporting purposes, (ii) commitment or arrangement fees, (iii) premiums

or penalties (including, without limitation, any make-whole payments associated with the early repayment, redemption or defeasance of

Indebtedness) or (iv) upfront and one-time financing fees, including amortization of original issue discount.

“Interest Period”

means, as to any Term SOFR Loan, 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, as the Borrower may select in a Notice of Continuation or Notice of Conversion,

as the case may be; provided that (i) 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, 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). Notwithstanding the foregoing, if any Interest Period for a Loan would otherwise end

after the applicable Term Loan Maturity Date, such Interest Period shall end on such Term Loan Maturity Date.

“Internal Revenue

Code” means the Internal Revenue Code of 1986, as amended.

“Inversion

Conversion” has the meaning given that term in Section 13.24(a).

“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 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.

“Investment Grade

Rating” means a Credit Rating of BBB- or higher by S&P or Fitch, or Baa3 or higher by Moody’s.

“Investment Grade

Ratings Criteria” means receipt by the Borrower of an Investment Grade Rating from at least two Rating Agencies.

“IRS”

means the Internal Revenue Service.

“KPIs”

has the meaning given that term in Section 13.6(d).

“LCT Election”

has the meaning given that term in Section 1.6.

“LCT Test Date”

has the meaning given that term in Section 1.6.

“Lender”

means each financial institution from time to time party hereto as a “Lender,” together with its respective successors and

permitted assigns; 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, 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 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, which office may include any Affiliate

of such Lender or any domestic or foreign branch of such Lender or such Affiliate.

“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.

“Limited Condition

Transaction” means any (a) Investment in or acquisition of the Equity Interests in, or the assets of (or the assets constituting

a business unit, division, product line or line of business of), any Person (whether by merger, amalgamation, consolidation or other

business combination) that the Borrower or any Subsidiary is contractually committed to consummate (it being understood such commitment

may be subject to conditions precedent, which conditions precedent may be amended, satisfied or waived in accordance with the terms of

the applicable agreement) and the consummation of which is not conditioned on the availability of, or on obtaining, third party financing

or (b) redemption, repurchase, defeasance, satisfaction and discharge or prepayment of Indebtedness requiring irrevocable notice

in advance of such redemption, repurchase, defeasance, satisfaction and discharge or prepayment.

“Loan”

means a Tranche A Term Loan or a Tranche B Term Loan, as the context may require, and “Loans” means the collective

reference to the Tranche A Term Loans and the Tranche B Term Loans.

“Loan Document”

means this Agreement, each Note, the Guaranty (if in effect or required to be in effect), each Fee 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 (other

than any Specified Derivatives Contract).

“Loan Party”

means each of the Borrower, 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) sets forth the Loan Parties in addition to the Borrower as of the

Agreement Date.

“Managing Agents”

has the meaning set forth in the introductory paragraph hereof.

“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 Term Loan Maturity Date for the Loans.

“Material Acquisition”

means any acquisition by (i) the Borrowerany

Loan Party or any Subsidiary in which the value of the assets acquired exceed $1,500,000,000; or (ii) any Specified Fund

or any Unconsolidated Affiliate in which the Borrower’s Ownership Share of the value of the assets acquired exceeds $1,500,000,000.

“Material Adverse

Effect” means a materially adverse effect on (a) the business, assets, liabilities, financial condition or results of

operations of the Borrower and itsLoan

Parties and their 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, taken as a whole, of the Lenders 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.

“Material Indebtedness”

has the meaning given that term in Section 11.1(d)(i).

“Merger”

has the meaning given that term in the Merger Agreement.

“Merger Agreement”

has the meaning set forth in the first recital hereof.

“Merger Sub”

has the meaning set forth in the first recital hereof.

“Moody’s”

means Moody’s Investors Service, Inc. and its successors.

“More Favorable

Financial Covenant” has the meaning given that term in Section 13.6(f)(ii).

“Mortgage”

means a mortgage, deed of trust, deed to secure debt or similar security instrument made by a Person owning an interest in real estate

granting a Lien on such interest in real estate as security for the payment of Indebtedness.

“Mortgage Receivable”

means a promissory note secured by a Mortgage of which the Borrowerany

Loan Party, a Subsidiary, a Specified Fund or an Unconsolidated Affiliate is the holder and retains the rights of collection

of all payments thereunder.

“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 the Person owning such asset or any other Person; provided, however, that any provision of a document, instrument or

an agreement that either (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 or (b) requires the grant of a Lien to secure Unsecured Indebtedness if a Lien is granted to secure the Obligations

or other Unsecured Indebtedness of such Person, shall not constitute a “Negative Pledge”.

“Net Operating Income”

or “NOI” means, for any Property and for a given period, the sum (without duplication) of (a) rents and other

revenues received in the ordinary course from such Property (excluding pre-paid rents and revenues and security deposits except to the

extent applied in satisfaction of tenants’ obligations for rent) minus (b) all expenses paid or accrued by the Borrower,

its Subsidiaries, its Specified Funds and its Unconsolidated Affiliates and related to the ownership, operation or maintenance of such

Property (other than those expenses normally covered by a management fee), including but not limited to, taxes, assessments and the like,

insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative

expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection

with such Property, but specifically excluding depreciation and general overhead expenses of the Borrower, its Subsidiaries, its Specified

Funds and its Unconsolidated Affiliates) minus (c) the greater of (i) the actual property management fee paid during

such period with respect to such Property and (ii) an imputed management fee in an amount equal to 1% of the gross revenues for

such Property for such period, all as determined in accordance with GAAP.

“Net Unencumbered

Equity Value” means, with respect to any Person, (a) the total Unencumbered Assets of such Person minus the Total Liabilities

of such Person multiplied by (b) the Borrower’s Ownership Share in such Person.

“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 Lenders of a Class or all affected Lenders of a Class) in accordance with the terms of Section 13.6

and (b) has been approved by the Requisite Lenders and, 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.

“Nonrecourse Indebtedness”

means, with respect to a Person, (a) Indebtedness for borrowed money in respect of which recourse for payment (except for customary

exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and

other similar customary exceptions to nonrecourse liability) is contractually limited to specific assets of such Person encumbered by

a Lien securing such Indebtedness and (b) if such Person is a Single Asset Entity, any Indebtedness for borrowed money of such Person.

“Note”

means a Tranche A Term Loan Note or a Tranche B Term Loan Note, as the context may require.

“Notice of Continuation”

means a notice substantially in the form of Exhibit F (or such other form reasonably acceptable to the Administrative Agent

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 Loan.

“Notice of Conversion”

means a notice substantially in the form of Exhibit G (or such other form reasonably acceptable to the Administrative Agent

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.

“Obligations”

means, individually and collectively: (a) the aggregate principal balance of, and all accrued and unpaid interest on, all Loans;

and (b) all other indebtedness, liabilities, obligations, covenants and duties of the Borrower and the other Loan Parties owing

to the Administrative Agent 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.

For the avoidance of doubt, “Obligations” shall not include any indebtedness, liabilities, obligations, covenants or duties

in respect of Specified Derivatives Contracts.

“OFAC”

means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Off-Balance Sheet

Obligations” means, with respect to a Person: (a) obligations of such Person in respect of any financing transaction or

series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person has

sold, conveyed or otherwise transferred, or granted a security interest in, accounts, payments, receivables, rights to future lease payments

or residuals or similar rights to payment to a special purpose Subsidiary or Affiliate of such Person; (b) obligations of such Person

under a sale and leaseback transaction that does not create a liability on the balance sheet of such Person; (c) obligations of

such Person under any so-called “synthetic” lease transaction; (d) obligations of such Person under any other transaction

which is the functional equivalent of, or takes the place of, a borrowing but which does not constitute a liability on the balance sheet

of such Person; and (e) in the case of the Borrowerany

Loan Party, liabilities and obligations of the Borrowerany

Loan Party, any Subsidiary 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 (or,

if applicable, the REIT Entity) would be required to disclose in the “Management’s Discussion and Analysis of

Financial Condition and Results of Operations” section of the Borrower’s (or,

if applicable, the REIT Entity’s) report on Form 10-Q or Form 10-K (or their equivalents) which the Borrower

(or, if applicable, the REIT Entity) is required to file with

the SEC.

“OP”

has the meaning given that term in Section 13.24(a).

“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, engaged in any other transaction

pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other 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).

“Outbound Investment

Rules” means the regulations administered and enforced, together with any related public guidance issued by the United States

Treasury Department under U.S. Executive Order 14105 of August 9, 2023 or any similar laws, rules, regulations, or orders, including

as codified at 31 C.F.R. §850.101 et seq.

“Ownership Share”

means, with respect to any Subsidiary of a Person (other than a Wholly Owned Subsidiary), any Unconsolidated Affiliate of a Person or

any Specified Fund, the greater of (a) such Person’s relative nominal direct and indirect ownership interest (expressed as

a percentage) in such Subsidiary, Specified Fund or Unconsolidated Affiliate or (b) such Person’s relative direct and indirect

economic interest (calculated as a percentage) in such Subsidiary, Specified Fund or Unconsolidated Affiliate determined in accordance

with the applicable provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership

agreement, joint venture agreement or other applicable organizational document of such Subsidiary, Specified Fund or Unconsolidated Affiliate.

From and after the occurrence of the Reorganization, the REIT Entity’s

Ownership Share in any Subsidiary, Unconsolidated Affiliate or Specified Fund of the Borrower shall be calculated as if the REIT Entity

owns 100% of the Equity Interests in the Borrower.

“Parent

Entity” has the meaning given that term in Section 13.24(c).

“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 given that term in Section 12.11(a).

“PBGC”

means the Pension Benefit Guaranty Corporation and any successor agency.

“Permitted Equity

Derivatives” means any right to purchase, accelerated share purchase agreement, call option, warrant transaction or other substantively

equivalent equity derivative transaction relating to Equity Interests (other than MandatoryMandatorily

Redeemable Stock) of the Borrowerany

Loan Party purchased by the Borrowerany

Loan Party or any of its Subsidiaries in connection with the issuance of any Convertible Debt Securities (or deemed executed

therewith).

“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, repairmen 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, encroachments, variations, rights of way 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; (f) Liens in favor of the Borrower, a Guarantorany

Loan Party or any other Subsidiary of the

Borrowera Loan Party that is permitted

to own Unencumbered Assets; (g) any option, contract or other agreement to sell an asset provided such sale is otherwise permitted

by this Agreement; and (h) 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 (i) such judgment or order is paid, stayed or dismissed through

appropriate appellate proceedings on or before 60 days from the date of entry and (ii) the amount thereof is equal to or less

than $1,000,000.

“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.

“Plan”

means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject

to the minimum funding standards under Section 412 of the Internal Revenue Code and either (a) is maintained, or contributed

to, by any member of the ERISA Group for employees of any member of the ERISA Group or (b) has at any time within the preceding

six years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person

which was at such time a member of the ERISA Group.

“Plan Assets”

means “plan assets” of any “benefit plan investor” as defined by 29 C.F.R. 2510.3-101, as modified by Section 3(42)

of ERISA.

“Post-Default Rate”

means, in respect of any principal of any Loan, the interest rate otherwise applicable to such Loan 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 Loans that are Base Rate Loans plus two percent (2.0%).

“Preferred Stock”

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 600 South 4th Street, 14th Floor, Minneapolis, Minnesota 55415, 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.

“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.

“Proposed Modification”

has the meaning given that term in Section 13.6(f)(i).

“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”

has the meaning given 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”

has the meaning given that term in Section 13.21.

“Qualified Plan”

means a Benefit Arrangement that is intended to be tax-qualified under Section 401(a) of the Internal Revenue Code.

“Rating Agency”

means S&P, Moody’s or Fitch.

“Recipient”

means (a) the Administrative Agent and (b) any Lender, as applicable.

“Refinancing”

has the meaning set forth in the third recital hereof.

“Register”

has the meaning given that term in Section 13.5(c).

“Regulatory Change”

means, with respect to any Lender, any change effective after the Agreement Date in Applicable Law (including without limitation, Regulation

D of the Board of Governors of the Federal Reserve System) or the adoption or making after such date of any interpretation, directive

or request applying to a class of banks, including such Lender, 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, (a) the

Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection

therewith and (b) 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.

“REIT”

means a “real estate investment trust” under Sections 856 through 860 of the Internal Revenue Code.

“REIT

Entity” has the meaning given that term in Section 13.24(a).

“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 FRB or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the FRB or the

Federal Reserve Bank of New York, or any successor thereto.

“Reorganization”

has the meaning given that term in Section 13.24(a).

“Requisite Class Lenders”

means, with respect to a Class of Lenders as of any date of determination, Lenders of such Class holding more than 50.0% of

the principal amount of the aggregate outstanding Loans of such Class; 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 Lenders (excluding Defaulting Lenders) of such Class are party to this Agreement, the term “Requisite Class Lenders”

shall in no event mean less than two Lenders of such Class.

“Requisite Lenders”

means, as of any date of determination, Lenders having more than 50.0% of the principal amount of the aggregate outstanding Loans of

all Lenders; 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 Lenders (excluding Defaulting Lenders) are party to this Agreement,

the term “Requisite Lenders” shall in no event mean less than two Lenders.

“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 Borrowerany

Loan Party or any Subsidiary thereof, the chief

executive officer, the chief financial officer and chief operating officer of the Borrowersuch

Loan Party or such Subsidiary.

“Restricted JV Subsidiary”

means a Subsidiary that is (a) not a Wholly Owned Subsidiary and (b) prohibited from Guarantying the Indebtedness of any other

Person without the consent of any Person (other than the Borrower or itsany

Loan Party or any Wholly Owned SubsidiariesSubsidiary

thereof) pursuant to a provision of such Subsidiary’s organizational documents which provision was required by a third

party equity owner of such Subsidiary.

“Restricted Payment”

means with respect to a Person, (a) any dividend or other distribution, direct or indirect, on account of any Equity Interest of

such Person now or hereafter outstanding, except a dividend payable solely in shares of that class of Equity Interests (or shares of

common Equity Interests) to the holders of that class; (b) any redemption, conversion, exchange, retirement, sinking fund or similar

payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests of such Person now or hereafter outstanding;

and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire

any Equity Interests of such Person now or hereafter outstanding. Notwithstanding the foregoing and for the avoidance of doubt, (A) any

delivery of Equity Interests due upon conversion or exchange of any Convertible Debt Securities (plus cash in lieu of delivering any

fractional shares) shall not constitute a Restricted Payment and (B) any payment (including payment of any premium) or delivery

with respect to, or early unwind, settlement or termination of, any Permitted Equity Derivative or

any Equity Forward Contract, in each case, shall not constitute a Restricted Payment.

“Revolving Credit

Agent” means Wells Fargo Bank, National Association, in its capacity as administrative agent under the Revolving Credit Agreement,

or any successor appointed pursuant to the Revolving Credit Agreement.

“Revolving Credit

Agreement” means that certain FourthFifth

Amended and Restated Credit Agreement, dated as of the Revolving Credit Agreement Date, by and among, the Borrower, the other

loan parties party thereto, the lenders party thereto from time to time, and the Revolving Credit Agent, as the same may be

amended, restated, supplemented, or otherwise modified, refinanced or replaced from time to time.

“Revolving Credit

Agreement Date” means April 29July 10,

20252026.

“Same Day Funds”

means, with respect to disbursements and payments in Dollars, immediately available funds.

“Sanctioned Country”

means, at any time, a country, region or territory which is, or whose government is, the subject or target of any Sanctions (including,

without limitation, as of the Revolving Credit Agreement Date, the Crimea region of Ukraine, the non-government-controlled areas of the

Kherson and Zaporizhzhia regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic,

Cuba, Iran, and North Korea and

Syria).

“Sanctioned Person”

means, at any time, a Person that is the subject of Sanctions, including, without limitation, (a) any Person listed in any Sanctions-related

list of designated Persons maintained by any Governmental Authority of the United States of America, including without limitation, OFAC

or the U.S. Department of State, or by the United Nations Security Council, the European Union, any member state of the European Union,

His Majesty’s Treasury, Global Affairs Canada or other jurisdiction to which any Loan Party is subject, (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 owned, 50% or more, or Controlled by, or acting on behalf of 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 European Union, any

member state of the European Union, His Majesty’s Treasury, Global Affairs Canada, or any other jurisdiction to which any Loan

Party is subject.

“SEC”

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

“Secured Indebtedness”

means, with respect to a Person as of a given date, the aggregate principal amount of all Indebtedness of such Person outstanding on

such date that is secured in any manner by any Lien on any property of such Person. Indebtedness of a Person secured solely by a pledge

of Equity Interests in one or more Subsidiaries of such Person shall not be treated as Secured Indebtedness but shall be treated as Unsecured

Indebtedness.

“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 Person (other than an individual) that (a) only owns a single Property; (b) is engaged only in the business of owning,

developing and/or leasing such Property; and (c) receives substantially all of its gross revenues from such Property. In addition,

if the assets of a Person consist solely of (i) Equity Interests in one or more other Single Asset Entities that collectively own

a single Property 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.

“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).

“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

a Lender or an Affiliate of a Lender or (b) at the time it (or its Affiliate) becomes 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.

“Specified Development

Property” means any Development Property for which the Borrowerany

Loan Party or the applicable Subsidiary, Unconsolidated Affiliate or Specified Fund has entered into or is party to a written

lease with a tenant with a credit rating (or that is guaranteed by a guarantor with a credit rating) of at least A-/A3, which lease is

effective, or will become effective, following completion of such Development Property.

“Specified Fund”

means Realty Income U.S. Core Plus Fund, LP.

“Specified Jurisdiction”

means the United States of America (including the District of Columbia), Canada, United Kingdom of Great Britain and Northern Ireland,

Singapore, Australia, Japan, France, the Federal Republic of Germany, Netherlands, Belgium, Switzerland, Ireland, Luxembourg, Hong

Kong, Hungary, the Czech Republic, the Republic of Poland, the Kingdom of Sweden, the Republic of Finland, the Kingdom of Norway, Denmark,

Spain, Italy and Portugal and such other jurisdictions as are agreed to by the Requisite Lenders.

“Specified Representations”

means (a) the representations set forth in Section 7.1(a) (relating to organizational existence of the Loan Parties),

Section 7.1(c), Section 7.1(d)(ii) (relating to the organizational and governing documents of the Loan Parties),

Section 7.1(l), Section 7.1(p), Section 7.1(q) and Section 7.1(y) and (b) if

the relevant Limited Condition Transaction is an acquisition, such representations and warranties, if applicable, made by or with respect

to the acquired business and its subsidiaries in the acquisition agreement as are material to the interests of the Lenders, but only

to the extent that the Borrower or any of its affiliates has the right to terminate its obligations under the acquisition agreement,

or to decline to consummate the acquisition pursuant to the acquisition agreement, as a result of a breach of such representations and

warranties in the acquisition agreement, if applicable.

“Spirit”

has the meaning set forth in the first recital hereof.

“Spirit LP”

has the meaning set forth in the second recital hereof.

“S&P”

means S&P Global Ratings, a division of S&P Global, Inc.

“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.

“Substantial Amount”

means, at the time of determination thereof, an amount equal to 25% of Gross Asset Value at such time.

“Supermajority Owned

Subsidiary” means (a) any Subsidiary of a Person in respect of which at least 95% (but less than 100%) 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 Subsidiaries of such Person or by such Person and one or more other Subsidiaries of such Person and

(b) Realty Income, L.P. and each Subsidiary of Realty Income, L.P. that is a Wholly Owned Subsidiary or Supermajority Owned Subsidiary

of Realty Income, L.P. If the Reorganization is consummated in accordance

with Section 13.24, upon and following such Reorganization, (a) the Borrower, (b) each Supermajority Owned Subsidiary

of the Borrower, (c) Realty Income, L.P. and (d) each Subsidiary of Realty Income, L.P. that is a Wholly Owned Subsidiary or

Supermajority Owned Subsidiary of Realty Income, L.P. shall be deemed to be a Supermajority Owned Subsidiary of the REIT Entity.

“Supported QFC”

has the meaning given that term in Section 13.21.

“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.

“Syndication Agents”

has the meaning set forth in the introductory paragraph hereof.

“Taxable REIT Subsidiary”

means any corporation (other than a REIT) in which the Borrower (or,

following the Reorganization, the REIT Entity) directly or indirectly owns stock and the Borrower (or,

following the Reorganization, the REIT Entity) and such corporation jointly elect on IRS Form 8875 (or with respect to

which IRS Form 8875 is otherwise filed with the IRS) to have the corporation treated as a taxable REIT subsidiary of Borrower (or,

following the Reorganization, the REIT Entity) under Section 856(l) of the Internal Revenue Code. For purposes of

this Agreement, any Subsidiary of a Taxable REIT Subsidiary that is disregarded as an entity for United States federal income tax purposes

(a “Deemed Taxable REIT Subsidiary”) shall not be treated as an entity separate from such Taxable REIT Subsidiary

but shall instead be deemed to be the same entity as such Taxable REIT Subsidiary.

“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.

“Term Loan Maturity

Date” means, (a) with respect to the Tranche A Term Loans, August 22, 2025 and (b) with respect to the

Tranche B Term Loans, August 20, 2027.

“Term Loan Percentage”

means the Tranche A Term Loan Percentage and/or the Tranche B Term Loan Percentage, as the context may require.

“Term SOFR”

means, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period 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 Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (Eastern

time) on any Periodic Term SOFR Determination 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 Periodic Term SOFR Determination Day.

“Term SOFR Adjustment”

means, for any calculation with respect to a Term SOFR Loan, a percentage equal to 0.00% (0 basis points) per annum.

“Term SOFR Administrator”

means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the

Administrative Agent in its reasonable discretion).

“Term SOFR Loan”

means any 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.

“Titled Agent”

has the meaning given that term in Section 12.9.

“Total Liabilities”

means, as to any Person as of a given date, all liabilities which would, in conformity with GAAP, be properly classified as a liability

on a consolidated balance sheet of such Person as of such date, and in any event shall include (without duplication): (a) all Indebtedness

of such Person (whether or not Nonrecourse Indebtedness and whether or not secured by a Lien), including without limitation, Capitalized

Lease Obligations and reimbursement obligations with respect to any letter of credit (to the extent drawn and not reimbursed); (b) [reserved];

(c) all purchase and repurchase obligations and forward commitments of such Person to the extent such obligations or commitments

are evidenced by a binding purchase agreement (forward commitments shall (x) include without limitation (i) forward equity

commitments and (ii) commitments to purchase any real property under development, redevelopment or renovation but (y) exclude

any agreement, commitment or arrangement for the sale of Equity Interests issued by the Borrowera

Loan Party at a future date that could be discharged solely by (A) delivery of the

Borrower’sany Loan Party’s

Equity Interests (other than Mandatorily Redeemable Stock), or, (B) solely at the Borrower’ssuch

Loan Party’s option made at any time, payment of the net cash value of such Equity Interests at the time, irrespective

of the form or duration of such agreement, commitment or arrangement; provided, however, that during the period of time,

if any, following an election by the Borrowersuch

Loan Party to pay the net cash value of such Equity Interest and prior to payment of such net cash value, the obligation to

pay such net cash value shall be included as “Total Liabilities” hereunder (it being understood and agreed that the amount

of such Total Liabilities shall be calculated based on the closing price of the Borrower’ssuch

Loan Party’s Equity Interests on the date of such election, irrespective of the market price of the

Borrower’ssuch Loan Party’s

Equity Interests at any time following such election, including at the time of payment)); (d) all contingent obligations of such

Person including, without limitation, all Guarantees of Indebtedness by such Person; and (e) all liabilities of any Unconsolidated

Affiliate of such Person, which liabilities such Person has Guaranteed or is otherwise obligated on a recourse basis. Accounts payable

and accrued expenses shall be excluded from Total Liabilities. For purposes of clause (c) of this definition, the amount of

Total Liabilities of a Person at any given time in respect of (x) a contract to purchase or otherwise acquire unimproved or fully

developed real property shall be equal to (i) the total purchase price payable by such Person under such contract if, at such time,

the seller of such real property would be entitled to specifically enforce such contract against such Person, otherwise, (ii) the

aggregate amount of due diligence deposits, earnest money payments and other similar payments made by such Person under such contract

which, at such time, would be subject to forfeiture upon termination of the contract and (y) a contract relating to the acquisition

of real property which the seller is required to develop or renovate prior to, and as a condition precedent to, such acquisition, shall

equal the maximum amount reasonably estimated to be payable by such Person under such contract assuming performance by the seller of

its obligations under such contract, which amount shall include, without limitation, any amounts payable after consummation of such acquisition

which may be based on certain performance levels or other related criteria. For purposes of this definition, if the assets of a Subsidiary

of a Person consist solely of Equity Interests in one Unconsolidated Affiliate of such Person and such Person is not otherwise obligated

in respect of the Indebtedness of such Unconsolidated Affiliate, then only such Person’s Ownership Share of the Indebtedness of

such Unconsolidated Affiliate shall be included as Total Liabilities of such Person. Notwithstanding the use of GAAP, the calculation

of Total Liabilities shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at

fair value pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option

for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities.

“Tranche A Term

Loan” means (a) an Existing Tranche A Term Loan that was made by an Existing Lender to Spirit LP under the Existing Loan

Agreement and assumed by the Borrower pursuant to Section 2.2(a) and/or (b) a loan made by a Tranche A Term Loan

Lender to the Borrower pursuant to Section 2.2(b).

“Tranche A Term

Loan Commitment” means, as to each Lender, such Lender’s obligation to make Tranche A Term Loans pursuant to Section 2.2(b) or

as set forth in any applicable Assignment and Assumption, or agreement executed by a Person becoming a Lender in accordance with Section 2.13,

as the same may be increased or reduced as appropriate to reflect any assignments to or by such Lender effected in accordance with Section 13.5

or increased as appropriate to reflect any Commitment Increase effected in accordance with Section 2.13. The aggregate amount

of the Tranche A Term Loan Commitments on the Effective Date is $300,000,000.

“Tranche A Term

Loan Facility” has the meaning set forth in the fourth recital hereof.

“Tranche A Term

Loan Lender” means a Lender having a Tranche A Term Loan Commitment or an Existing Tranche A Term Loan, or if the Tranche A

Term Loan Commitments have terminated, holding any Tranche A Term Loans.

“Tranche A Term

Loan Note” means a promissory note of the Borrower substantially in the form of Exhibit M, payable to a Tranche

A Term Loan Lender in a principal amount equal to the amount of such Tranche A Term Loan Lender’s Tranche A Term Loans.

“Tranche A Term

Loan Percentage” means, as to each Tranche A Term Loan Lender, the ratio, expressed as a percentage of (a) the aggregate

amount of such Tranche A Term Loan Lender’s outstanding Tranche A Term Loans to (b) the aggregate principal amount of all

outstanding Tranche A Term Loans.

“Tranche B Term

Loan” means (a) an Existing Tranche B Term Loan that was made by an Existing Lender to Spirit LP under the Existing Loan

Agreement and assumed by the Borrower pursuant to Section 2.3(a) and/or (b) a loan made by a Tranche B Term Loan

Lender to the Borrower pursuant to Section 2.3(b).

“Tranche B Term

Loan Commitment” means, as to each Lender, such Lender’s obligation to make Tranche B Term Loans pursuant to Section 2.3(b) or

as set forth in any applicable Assignment and Assumption, or agreement executed by a Person becoming a Lender in accordance with Section 2.13,

as the same may be increased or reduced as appropriate to reflect any assignments to or by such Lender effected in accordance with Section 13.5

or increased as appropriate to reflect any Commitment Increase effected in accordance with Section 2.13. The aggregate amount

of the Tranche B Term Loan Commitments on the Effective Date is $500,000,000.

“Tranche B Term

Loan Facility” has the meaning set forth in the fourth recital hereof.

“Tranche B Term

Loan Lender” means a Lender having a Tranche B Term Loan Commitment or an Existing Tranche B Term Loan, or if the Tranche B

Term Loan Commitments have terminated, holding any Tranche B Term Loans.

“Tranche B Term

Loan Note” means a promissory note of the Borrower substantially in the form of Exhibit N, payable to a Tranche

B Term Loan Lender in a principal amount equal to the amount of such Tranche B Term Loan Lender’s Tranche B Term Loans.

“Tranche B Term

Loan Percentage” means, as to each Tranche B Term Loan Lender, the ratio, expressed as a percentage of (a) the aggregate

amount of such Tranche B Term Loan Lender’s outstanding Tranche B Term Loans to (b) the aggregate principal amount of all

outstanding Tranche B Term Loans.

“Transactions”

means, collectively, the consummation of the Merger, the transactions contemplated thereby, the Refinancing, the initial Credit Event

hereunder and the payment of fees, commissions and expenses in connection with each of the foregoing.

“Type”

with respect to any Loan, refers to whether such Loan or portion thereof is a Base Rate Loan or a Term SOFR Loan.

“UK Financial Institution”

means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom

Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated

by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain Affiliates

of such credit institutions or investment firms.

“UK Resolution Authority”

means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark

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

“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.

“Unencumbered Asset”

means a Property which satisfies all of the following requirements: (a) such Property is owned in fee simple, or leased under an

Eligible Ground Lease, by (i) the Borrower, (ii) a Subsidiary of the Borrower, (iii) an Unconsolidated Affiliate of the

Borrower or (iv) a Specified Fund; (b) such Property is predominately leased to third party tenants on a net lease basis; (c) regardless

of whether such Property is owned by the Borrower, a Subsidiary, an Unconsolidated Affiliate or a Specified Fund, the Borrower has the

right directly, or indirectly, to take the following actions without the need to obtain the consent of any Person: (i) to create

Liens on such Property as security for Indebtedness of the Borrower, such Subsidiary, such Unconsolidated Affiliate or such Specified

Fund, as applicable, and (ii) to sell, transfer or otherwise dispose of such Property; (d) neither such Property, nor if such

Property is owned by a Subsidiary, an Unconsolidated Affiliate or a Specified Fund, any of the Borrower’s direct or indirect ownership

interest in such Subsidiary, Unconsolidated Affiliate or Specified Fund, is subject to (i) any Lien other than Permitted Liens or

(ii) any Negative Pledge; and (e) such Property 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 Property; provided that no Property owned by (A) Crest Net Lease, Inc., (B) any Deemed Taxable REIT Subsidiary

of Crest Net Lease, Inc., (C) ARCT TRS Corp., (D) any Deemed Taxable REIT Subsidiary of ARCT TRS Corp., (E) any Taxable

REIT Subsidiary (in addition to Crest Net Lease, Inc., and ARCT TRS Corp.) that is designated by the Borrower pursuant to Section 8.14

hereof to not become a Guarantor hereunder or (F) any Deemed Taxable REIT Subsidiary of a Taxable REIT Subsidiary identified in

the foregoing clause (E) shall be included as an Unencumbered Asset hereunder. Notwithstanding the foregoing, any Property

approved by the Requisite Lenders shall be deemed to be an Unencumbered Asset even if such Property does not satisfy all of the requirements

herein, so long as such Property continues to satisfy all those remaining requirements in this definition that were satisfied by such

Property at the time of such Requisite Lender approval.

“Unencumbered Asset

Value” means, at any time, the sum (without duplication) of (a) (i) the Net Operating Income of all Unencumbered

Assets (excluding (A) Development Properties and (B) any Unencumbered Asset that has a negative Net Operating Income for such

period) of the Borrower, its Wholly Owned Subsidiaries and its Supermajority Owned Subsidiaries for the period of four consecutive fiscal

quarters of the Borrower most recently ended divided by (ii) the Capitalization Rate, plus (b) the current GAAP

book value of all Development Properties of the Borrower, its Wholly Owned Subsidiaries and its Supermajority Owned Subsidiaries that

are Unencumbered Assets, plus (c) the GAAP book value (exclusive of accumulated depreciation) of the corporate headquarters

of the Borrower located at 11975/11995 El Camino Real, San Diego, California 92130 so long as the Borrower, a Wholly Owned Subsidiary

or a Supermajority Owned Subsidiary owns such Property and such Property would qualify as an Unencumbered Asset except for clause (b) of

the definition thereof, plus (d) (i) prior to the Reorganization,

the aggregate positive amount of net cash proceeds that would be due to the Borrower and its Subsidiaries from all Equity Forward Contracts

that have not yet settled as of such date and calculated as if such Equity Forward Contracts were settled by the Borrower’s delivery

of its common shares (assuming full physical settlement of such Equity Forward Contracts) as of, and such net cash proceeds were actually

received on, the last day of the then most recently ended fiscal quarter, but excluding proceeds from each Equity Forward Contract, if

any, with respect to which the Borrower either (1) would not reasonably be expected, for any reason, to be able to fulfill its obligations

thereunder or (2) no longer intends to issue shares sufficient to realize such proceeds or (ii) from and after the Reorganization,

the aggregate positive amount of net cash proceeds that would be due to the REIT Entity and its Subsidiaries from all Equity Forward

Contracts that have not yet settled as of such date and calculated as if such Equity Forward Contracts were settled by the REIT Entity’s

delivery of its common shares (assuming full physical settlement of such Equity Forward Contracts) as of, and such net cash proceeds

were actually received on, the last day of the then most recently ended fiscal quarter, but excluding proceeds from each Equity Forward

Contract, if any, with respect to which the REIT Entity either (1) would not reasonably be expected, for any reason, to be able

to fulfill its obligations thereunder or (2) no longer intends to issue shares sufficient to realize such proceeds; provided that

the aggregate value of those items set forth in this clause (d) shall not exceed 7.5% of Unencumbered Asset Value. If

an Unencumbered Asset (other than a Development Property) was acquired by the Borrower, a Wholly Owned Subsidiary or a Supermajority

Owned Subsidiary during the period of four consecutive fiscal quarters of the Borrower most recently ended, then the Net Operating Income

from such Unencumbered Asset shall be excluded from determination of Unencumbered Asset Value and Unencumbered Asset Value shall be increased

by an amount equal to the purchase price paid by the Borrower, any Wholly Owned Subsidiary or any Supermajority Owned Subsidiary for

such Unencumbered Asset (less any amounts paid to the Borrower, such Wholly Owned Subsidiary, or such Supermajority Owned Subsidiary

as a purchase price adjustment, held in escrow, retained as a contingency reserve, or in connection with other similar arrangements).

In addition, the Borrower’s Net Unencumbered Equity Value in the Unencumbered Assets held by (i) Subsidiaries that are neither

Wholly Owned Subsidiaries nor Supermajority Owned Subsidiaries, (ii) Unconsolidated Affiliates and (iii) Specified Funds, shall

be included in Unencumbered Asset Value, in each case, consistent with the treatment for Unencumbered Assets of Wholly Owned Subsidiaries

and Supermajority Owned Subsidiaries above. To the extent that Unencumbered Assets leased pursuant to ground leases would, in the aggregate,

account for more than 10.0% of Unencumbered Asset Value, such excess shall be excluded. To the extent that Development Properties (other

than Specified Development Properties) would, in the aggregate, account for more than 15.0% of Unencumbered Asset Value, such excess

shall be excluded. To the extent that Unencumbered Assets that are not located in a Specified Jurisdiction would, in the aggregate, account

for more than 20.0% of Unencumbered Asset Value, such excess shall be excluded. Notwithstanding anything to the contrary, to the extent

that the following Unencumbered Assets would, in the aggregate, account for more than 40.0% of the total Unencumbered Asset Value, at

any time, then such excess shall be excluded therefrom: (i) Unencumbered Assets leased pursuant to ground leases, (ii) Development

Properties (other than Specified Development Properties),

(iii) Unencumbered Assets that are not located in a Specified Jurisdiction and (iv) the Borrower’s Net Unencumbered Equity

Value in the Unencumbered Assets held by Unconsolidated Affiliates, Specified Funds and Subsidiaries that are not Wholly Owned Subsidiaries

or Supermajority Owned Subsidiaries. Notwithstanding the foregoing, solely

with respect to (x) Subsidiaries that are neither Wholly Owned Subsidiaries nor Supermajority Owned Subsidiaries, (y) Unconsolidated

Affiliates and (z) Specified Funds, in each case, that are managed by the Borrower, the calculation of Unencumbered Asset Value

shall not be subject to the foregoing 40.0% limitation specified in the immediately preceding sentence during any period of time in which

the Borrower maintains Credit Ratings from both S&P and Moody’s that each corresponds with Level 3 (or better) in the table

set forth in the definition of “Applicable Margin.”

“Unimproved Land”

means land on which no development (other than improvements that are not material and are temporary in nature) has occurred.

“Unrestricted 1031

Cash” means the aggregate amount of cash of the BorrowerLoan

Parties, each Subsidiary, each Specified Fund and each Unconsolidated Affiliate that is held in escrow in connection with

the completion of “like-kind” exchanges being effected in accordance with Section 1031 of the Internal Revenue Code.

“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 (a) a Saturday, (b) a Sunday or (c) 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; provided, that for purposes of notice requirements in Sections

2.9(a), 2.10 and 2.11, in each case, such day is also a Business Day.

“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” has the meaning given that term in Section 13.21.

“U.S. Tax Compliance

Certificate” has the meaning given that term in Section 3.10(g)(ii)(B)(III).

“Wells Fargo”

means Wells Fargo Bank, National Association, and its successors and assigns.

“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 Subsidiaries of such

Person or by such Person and one or more other Subsidiaries of such Person. If

the Reorganization is consummated in accordance with Section 13.24, upon and following such Reorganization, the Borrower and each

Wholly Owned Subsidiary of the Borrower shall be deemed to be a Wholly Owned Subsidiary of the REIT Entity.

“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 such Person or any other Person, to provide that any such contract or instrument is to have effect

as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In

Legislation that are related to or ancillary to any of those powers.

Section 1.2           General;

References to Pacific Time.

the Reorganization is consummated in accordance with Section 13.24, upon and following such Reorganization, for purposes of the

financial covenants set forth in Section 10.1 (excluding Section 10.1(c)) and all defined terms as used therein (including,

without limitation, the definitions of “Gross Asset Value,” “Net Operating Income,” “Unencumbered Asset”

and “Unencumbered Asset Value”), (i) all references to the “Borrower” shall mean the REIT Entity and (ii) all

references to a Wholly Owned Subsidiary, a Supermajority Owned Subsidiary, a Subsidiary or an Unconsolidated Affiliate of the Borrower

shall mean a Wholly Owned Subsidiary, a Supermajority Owned Subsidiary, a Subsidiary or an Unconsolidated Affiliate, as applicable, of

the REIT Entity. Unless otherwise indicated, all accounting terms, ratios and measurements shall be interpreted or determined

in accordance with GAAP as in effect as of the Effective Date; provided that all obligations of any Person that are or would have

been treated as operating leases for purposes of GAAP prior to the effectiveness of FASB ASC 842 shall continue to be accounted for as

operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating

lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with FASB ASC

842 (on a prospective or retroactive basis or otherwise) to be treated as Capitalized Lease Obligations in the financial statements.

References in this Agreement to “Sections”, “Articles”, “Exhibits” and “Schedules” are

to sections, articles, exhibits and schedules herein and hereto unless otherwise indicated. References in this Agreement to any document,

instrument or agreement (a) shall include all exhibits, schedules 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. Unless explicitly

set forth to the contrary, a reference to “Subsidiary” means a Subsidiary of the Borrower (or

if the Reorganization is consummated in accordance with Section 13.24, upon and following such Reorganization, a Subsidiary of the

REIT Entity) or a Subsidiary of such Subsidiary, a reference to “Unconsolidated Affiliate” means an Unconsolidated

Affiliate of the Borrower (or if the Reorganization is consummated in

accordance with Section 13.24, upon and following such Reorganization, an Unconsolidated Affiliate of the REIT Entity) and

a reference to an “Affiliate” means an Affiliate of the Borrower (or

if the Reorganization is consummated in accordance with Section 13.24, upon and following such Reorganization, an Affiliate of the

REIT Entity). 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

Pacific time daylight or standard, as applicable. The outstanding amount of any Convertible Debt Securities shall be the principal amount

thereof without giving effect to any accounting rules or determinations or the value of the Equity Interests that holders thereof

would receive upon conversion or exchange thereof.

Section 1.3           Rates.

The interest rate on Loans

denominated in Dollars may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory

reform or cessation. Regulators have signaled the need to use alternative reference rates for some of these benchmark rates and, as a

result, such benchmark rates may cease to comply with applicable laws and regulations, may be permanently discontinued or the basis on

which they are calculated may change. 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 the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, or any component definition thereof or rates referred

to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement),

including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark

Replacement), as it may or may not be adjusted pursuant to Section 5.2(c), will be similar to, or produce the same value

or economic equivalence of, or have the same volume or liquidity as, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any

other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming

Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation

of the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, any alternative, successor or replacement rate

(including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Borrower. The Administrative

Agent may select information sources or services in its reasonable discretion to ascertain the Term SOFR Reference Rate, Adjusted Term

SOFR, Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, 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.

Section 1.5           Rounding;

Cashless Settlement

Any financial ratios required

to be maintained pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying

the result to one place more than the number of places by which such ratio or percentage is expressed herein and rounding the result

up or down to the nearest number (with a rounding-up if there is no nearest number). Notwithstanding anything to the contrary contained

in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension,

loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved

by the Borrower, the Administrative Agent and such Lender.

Section 1.6           Certain

Calculations and Tests.

(a)           In

connection with any action being taken in connection with a Limited Condition Transaction, solely for purposes of determining compliance

with any provision of this Agreement that requires that no Default or Event of Default, as applicable, has occurred, is continuing or

would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as

no Default or Event of Default, as applicable, exists on the LCT Test Date. For the avoidance of doubt, if the Borrower has exercised

its option under the first sentence of this clause (a), and any Default or Event of Default occurs following the relevant LCT Test Date

and prior to or on the date of the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be

deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited

Condition Transaction is permitted hereunder.

(b)           In

connection with any action being taken in connection with a Limited Condition Transaction, solely for the purposes of determining compliance

with any provision of this Agreement that requires the calculation of the ratio of Total Liabilities to Gross Asset Value, the ratio

of EBITDA to Fixed Charges, the ratio of Secured Indebtedness to Gross Asset Value or the ratio of Unsecured Indebtedness to Unencumbered

Asset Value (but, for the avoidance of doubt, not for purposes of determining whether the Borrower has actually complied with any financial

covenant in Section 10.1), at the option of the Borrower (the Borrower’s election to exercise such option in connection

with any Limited Condition Transaction, an “LCT Election”), the date of determination of compliance with such provision

hereunder shall be deemed to be the date on which the definitive agreements for such Limited Condition Transaction are entered into (the

“LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions

to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had

occurred at the beginning of the period of four consecutive fiscal quarters of the Borrower most recently ended on or prior to the applicable

LCT Test Date for which financial statements have been delivered pursuant to Section 9.1 or Section 9.2 (or,

prior to the delivery of any such financial statements, the most recent period of four consecutive fiscal quarters of the Borrower included

in the latest financial statements provided to the Administrative Agent), the Borrower could have taken such action on the relevant LCT

Test Date in compliance with such provision, such provision shall be deemed to have been complied with. For the avoidance of doubt, if

the Borrower has made an LCT Election and any of the ratios for which compliance was determined or tested as of the LCT Test Date are

exceeded as a result of fluctuations in any such ratio, including due to fluctuations in EBITDA, Gross Asset Value or Unencumbered Asset

Value of the Borrower or the Person subject to such Limited Condition Transaction, on or prior to the date of consummation of the relevant

transaction or action, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining

whether such ratio has been satisfied in connection with such Limited Condition Transaction. If the Borrower has made an LCT Election

for any Limited Condition Transaction, then (i) in connection with any subsequent calculation of any ratio or test with respect

to the incurrence of Indebtedness or Liens, or the making of distributions or Restricted Payments, Investments, mergers or dispositions

on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated

or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition

Transaction, any such ratio or test shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions

in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) such

ratio or test shall not be tested at the time of consummation of such Limited Condition Transaction. For the avoidance of doubt, this

Section 1.6 shall not, except to the extent expressly set forth in Section 2.13 with respect to any Commitment

Increase, apply to Section 6.2.

Article II

Credit Facility

Section 2.1           [Reserved].

Section 2.2           Tranche

A Term Loans.

(a)           Assumption

of Existing Tranche A Term Loans. (i) Each Tranche A Term Loan Lender (including in its capacity as an Existing Lender) hereby

consents to the Assumption by the Borrower of the Existing Tranche A Term Loans of such Tranche A Term Loan Lender in the amounts set

forth on Schedule I as such Tranche A Term Loan Lender’s “Assumed Tranche A Term Loan Amount;” and (ii) the

Borrower hereby acknowledges and agrees that, as of the Effective Date, it assumes any and all such Existing Tranche A Term Loans of

such Tranche A Term Loan Lender that are not otherwise repaid or refinanced on the Effective Date and all obligations of Spirit LP under

the Existing Loan Agreement with respect thereto. The Borrower hereby further agrees and acknowledges that as of the Effective Date,

such Existing Tranche A Term Loans that are assumed hereunder shall for all purposes hereunder constitute and be referred to as Tranche

A Term Loans and Loans hereunder, without constituting a novation, but in all cases subject to the terms and conditions applicable to

Tranche A Term Loans and Loans hereunder.

(b)           Making

of New Tranche A Term Loans. Subject to the terms and conditions set forth in this Agreement and Section 2.2(a), on the

Effective Date, each Tranche A Term Loan Lender that is (i) providing a new Tranche A Term Loan Commitment, in the amounts set forth

on Schedule I as such Tranche A Term Loan Lender’s “New Tranche A Term Loan Commitment Amount,” or (ii) increasing

its existing “Tranche A Term Loan Commitment” under and as defined in the Existing Loan Agreement, in the amounts set forth

on Schedule I as such Tranche A Term Loan Lender’s “Increased Tranche A Term Loan Commitment Amount,” in each

case, agrees severally and not jointly to make Tranche A Term Loans denominated in Dollars to the Borrower on the Effective Date in an

aggregate principal amount up to, but not exceeding, such Lender’s Tranche A Term Loan Commitment hereunder after giving effect

to the Assumption. Upon the funding by each Tranche A Term Loan Lender of its Tranche A Term Loan on the Effective Date, the Tranche

A Term Loan Commitment of such Tranche A Term Loan Lender shall terminate whether or not the full amount of the Tranche A Term Loan Commitments

are funded on such date. Once repaid, the principal amount of a Tranche A Term Loan (or portion thereof) may not be reborrowed.

Section 2.3           Tranche

B Term Loans.

(a)           Assumption

of Existing Tranche B Term Loans. (i) Each Tranche B Term Loan Lender (including in its capacity as an Existing Lender) hereby

consents to the Assumption by the Borrower of the Existing Tranche B Term Loans of such Tranche B Term Loan Lender in the amounts set

forth on Schedule I as such Tranche B Term Loan Lender’s “Assumed Tranche B Term Loan Amount;” and (ii) the

Borrower hereby acknowledges and agrees that, as of the Effective Date, it assumes any and all such Existing Tranche B Term Loans of

such Tranche B Term Loan Lender that are not otherwise repaid or refinanced on the Effective Date and all obligations of Spirit LP under

the Existing Loan Agreement with respect thereto. The Borrower hereby further agrees and acknowledges that as of the Effective Date,

such Existing Tranche B Term Loans that are assumed hereunder shall for all purposes hereunder constitute and be referred to as Tranche

B Term Loans and Loans hereunder, without constituting a novation, but in all cases subject to the terms and conditions applicable to

Tranche B Term Loans and Loans hereunder.

(b)           Making

of New Tranche B Term Loans. Subject to the terms and conditions set forth in this Agreement and Section 2.3(a), on the

Effective Date, each Tranche B Term Loan Lender that is (i) providing a new Tranche B Term Loan Commitment, in the amounts set forth

on Schedule I as such Tranche B Term Loan Lender’s “New Tranche B Term Loan Commitment Amount,” or (ii) increasing

its existing “Tranche B Term Loan Commitment” under and as defined in the Existing Loan Agreement, in the amounts set forth

on Schedule I as such Tranche B Term Loan Lender’s “Increased Tranche B Term Loan Commitment Amount,” in each

case, agrees severally and not jointly to make Tranche B Term Loans denominated in Dollars to the Borrower on the Effective Date in an

aggregate principal amount up to, but not exceeding, such Lender’s Tranche B Term Loan Commitment hereunder after giving effect

to the Assumption. Upon the funding by each Tranche B Term Loan Lender of its Tranche B Term Loan on the Effective Date, the Tranche

B Term Loan Commitment of such Tranche B Term Loan Lender shall terminate whether or not the full amount of the Tranche B Term Loan Commitments

are funded on such date. Once repaid, the principal amount of a Tranche B Term Loan (or portion thereof) may not be reborrowed.

Section 2.4           [Reserved].

Section 2.5           [Reserved].

Section 2.6           Rates

and Payment of Interest on Loans.

(a)           Rates.

Loans may be (A) Base Rate Loans or (B) Term SOFR Loans. 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; and

(ii)           during

such period 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 Term SOFR Loans of the applicable Class.

Notwithstanding the foregoing, while an Event

of Default exists under Section 11.1(a), 11.1(e) or 11.1(f), or in the case of any other Event of Default,

at the direction of the Requisite Lenders, the Borrower shall pay to the Administrative Agent for the account of each Lender, as the

case may be, interest at the Post-Default Rate on the outstanding principal amount of any Loan made by such Lender 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).

(b)           Payment

of Interest. All accrued and unpaid interest on the outstanding principal amount of each Loan shall be payable (i) for Loans

that are Base Rate Loans, monthly in arrears on the last Business Day of each month, commencing with the first full calendar month occurring

after the Effective Date, (ii) for Term SOFR Loans, on the last day of each Interest Period and, if such Interest Period is longer

than three months, at three month intervals following the first day of such Interest Period, 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.

Section 2.7           Number

of Interest Periods.

There may be no more than

6 different Interest Periods for Term SOFR Loans outstanding at the same time.

Section 2.8           Repayment

of Loans.

(a)           [Reserved].

(b)           Repayment

on Upon Maturity. The Borrower shall repay the entire outstanding

principal amount of, and all accrued but unpaid interest on, the Tranche A Term Loans on the applicable Term Loan Maturity Date. The

Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Tranche B Term Loans on

the applicable Term Loan Maturity Date.

Section 2.9           Prepayments.

(a)           Optional.

Subject to Section 5.4, the Borrower may prepay Loans of any Class (in whole or in part) at any time without premium

or penalty. The Borrower shall give the Administrative Agent (A) at least 1 Business Day prior written notice of the prepayment

of any Loan that is a Base Rate Loan and (B) at least 3 U.S. Government Securities Business Days prior written notice of the

prepayment of any Loan that is a Term 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 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. Any Loans that are prepaid may not be reborrowed.

(b)           All

Prepayments. Any prepayment of Loans shall be accompanied by (i) accrued interest on the amount prepaid and (ii) any amount

payable pursuant to Section 5.4.

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

Loan or any portion thereof as a Term SOFR Loan by selecting a new Interest Period for such Loan. Each Continuation of a Term SOFR Loan

shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 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, 9:00 a.m. Pacific

time at least three U.S. Government Securities Business Days 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 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 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, each such Term SOFR

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 (a) any outstanding Base Rate Loans into Term SOFR Loans and (b) all

or any part of any Term SOFR Loans into Base Rate Loans; provided, however, that a Base Rate Loan may not be Converted

into a Term SOFR Loan if an Event of Default exists. Each Conversion of a Base Rate Loan into a Term SOFR Loan shall be in an aggregate

minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. Each such Notice of Conversion shall be given

not later than 9:00 a.m. Pacific time (i) in the case of a Loan that is to be a Base Rate Loan, three Business Days, (ii) in

the case of a Loan that is to be a Term SOFR Loan, at least three U.S. Government Securities Business Days, in each case, before the

day on which a proposed Conversion of such Loan is to be effective. 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 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.

(a) Upon the request of any Tranche A Term Loan Lender made through the Administrative Agent, the Borrower shall execute and deliver

to such Lender (through the Administrative Agent) a Tranche A Term Loan Note, which shall evidence such Lender’s Tranche A Term

Loans in addition to the accounts or records referred to below; and (b) upon the request of any Tranche B Term Loan Lender made

through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Tranche

B Term Loan Note, which shall evidence such Lender’s Tranche B Term Loans in addition to the accounts or records referred to below.

(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.

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         Increase

in Commitments.

(a)           The

Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional

tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional

tranche, a “Commitment Increase”) by providing written notice to the Administrative Agent, which notice shall be irrevocable

once given and shall specify whether such request is for (i) an increase of the Tranche A Term Loan Commitments or the Tranche B

Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such

Commitment Increases, the aggregate amount of Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such Commitment

Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree

in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall

manage all aspects of the syndication of such Commitment Increase, including decisions as to the selection of the existing Lenders and/or

other banks, financial institutions and other institutional lenders to be approached with respect to such Commitment Increase and the

allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees

to be paid for such Commitment Increase; provided that, the consent of the Borrower (not to be unreasonably withheld, conditioned

or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment

Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were

to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment

Increase, and any new Lender becoming a party to this Agreement in connection with any such requested Commitment Increase must be an

Eligible Assignee subject to, and in accordance with, the provisions of Section 13.5(b).

(b)           The

effectiveness of any Commitment Increase under this Section is subject to the following conditions precedent (subject, in the case

of a Commitment Increase incurred to finance a Limited Condition Transaction, to Section 1.6; provided, that any such

request for a Commitment Increase by the Borrower shall specify that such condition is to apply): (w) no Default or Event of Default

(or, in the case of a Commitment Increase incurred to finance a Limited Condition Transaction, no Event of Default described in clause

(a), (e) or (f) of Section 11.1) shall exist and be continuing on the effective date of such Commitment Increase,

(x) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the 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

Commitment Increase 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 have been 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; provided,

that in the case of a Commitment Increase incurred to finance a Limited Condition Transaction, such representations and warranties shall

be limited to the Specified Representations, (y) payment of any and all Fees required in connection with such Commitment Increase,

and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably 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, if any, authorizing the guaranty of such Commitment Increase; (ii) an opinion

of counsel to the Borrower and the other Loan Parties, and addressed to the Administrative Agent and the Lenders covering such matters

as reasonably requested by the Administrative Agent; and (iii) to the extent requested by the applicable Lender, a new Note executed

by the Borrower, payable to such new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders providing

a Commitment Increase, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable Commitment

Increase and a Beneficial Ownership Certification.

connection with any Commitment Increase pursuant to this Section 2.13, any Lender becoming a party hereto shall (1) execute

such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized

under the laws of a jurisdiction outside of the United States of America, 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 Laws, including without limitation, the Patriot Act.

(d)           Each

Commitment Increase with respect to an additional tranche of Commitments may be made hereunder pursuant to an amendment or restatement

(each, an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed

by Borrower, each Lender participating in such tranche and the Administrative Agent. Each Incremental Term Loan Amendment may, without

the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate,

in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.13. All such incremental

Term Loans (i) shall rank pari passu in right of payment with the other Loans, (ii) shall not mature earlier than the

latest Term Loan Maturity Date then in effect for any then-existing Loans (but may have amortization prior to such date), and (iii) shall

be (x) treated substantially the same as (and in any event no more favorably than), and (y) consistent with the terms and conditions

applicable to, the initial Loans made or deemed made on the Effective Date. Each applicable incremental Lender shall fund the applicable

incremental Loans in accordance with the requirements of the applicable Incremental Term Loan Amendment.

Section 2.14         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 an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement.

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 Same Day 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 11:00 a.m. Pacific time on the date on which 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. If the Administrative Agent fails to pay such amounts to such Lender

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 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 the amount due. In such event, if the Borrower has not

in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent on demand that amount so distributed

to such Lender, 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 payment or prepayment of principal of Loans of a Class shall be made for the account of the Lenders

of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them;

(b) each payment of interest on Loans of a Class shall be made for the account of the Lenders of such Class pro rata in

accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; and (c) the

Conversion and Continuation of Loans of a particular Class and Type (other than Conversions provided for by Sections 5.1(c) and

5.5) shall be made pro rata among the Lenders of such Class according to the amounts of their respective Loans of such Class and

the then current Interest Period for each such Lender’s portion of each such Loan of such Class shall be coterminous.

Section 3.3           Sharing

of Payments, Etc.

If a Lender shall obtain

payment of any principal of, or interest on, any Loan of a Class 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 of the same Class in accordance with Section 3.2 or Section 11.5, as applicable,

such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by

such Lender, direct interests in) the Loans of such Class made by the other Lenders of such Class 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 of such Class 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 3.2 or Section 11.5,

as applicable. To such end, all the Lenders of such Class 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 of

such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such

Class 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 of such Class 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 Joint Lead Arrangers and each Lender all

fees as have been agreed to in writing by the Borrower, the Administrative Agent and the Joint Lead Arrangers.

(b)           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 denominated in Dollars, 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.

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 Sections 2.6(a)(i) and 2.6(a)(ii). 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.

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, 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; third, if so determined by the Administrative Agent and the Borrower, to be held in

a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with

respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment

of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s

breach of its obligations under this Agreement; fifth, 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 sixth, 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, in respect of which such Defaulting Lender has not fully funded its appropriate

share, and (y) such 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 all Non-Defaulting Lenders of the applicable Class on

a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans of such Class are

held by the Lenders pro rata in accordance with their respective applicable Term Loan Percentages. 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 pursuant to this

subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(d)           [Reserved].

(e)           [Reserved].

(f)           Defaulting

Lender Cure. If the Borrower and the Administrative Agent 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, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or

take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the applicable

Lenders in accordance with their respective applicable Term Loan Percentages, 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.

(g)           [Reserved].

(h)           Purchase

of Defaulting Lender’s Commitment. 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.

Section 3.10           Taxes.

(a)           FATCA.

For purposes of this Section, 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.

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 (within 10 days after written demand

therefor) 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 written 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 written 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

Recipient 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 Recipient, 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

Recipient 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 the immediately

following clauses (ii)(A), (ii)(B) and (ii)(D)) shall not be required if in the Recipient’s reasonable judgment such

completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice

the legal or commercial position of such Recipient.

(ii)           Without

limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:

(A)           any

Recipient that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Recipient

becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative

Agent), an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of an executed IRS Form W-9

(or any successor form) certifying that such Recipient 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, an electronic copy (or an original if requested by the Borrower or the Administrative

Agent) of an executed 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 “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)         an

electronic copy (or an original if requested by the Borrower or the Administrative Agent) 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 S-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 originals of IRS Form W-8BEN or W-8BEN-E, as applicable; or

(IV)        to

the extent a Foreign Lender is not the beneficial owner, an electronic copy (or an original if requested by the Borrower or the Administrative

Agent) 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 S-2 or Exhibit S-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 S-4 on behalf of each such direct and

indirect partner;

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), an electronic copy (or an

original if requested by the Borrower or the Administrative Agent) 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 Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient

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 Recipient 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 Recipient has complied

with such Recipient’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. For purposes

of determining withholding Taxes imposed under FATCA, from and after the date of this Agreement, the Borrower and the Administrative

Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered

obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

(E)           If

any successor Administrative Agent is not a U.S. Person, 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” 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 form 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 Recipient 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 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 Properties

Section 4.1           Existing

Unencumbered Assets.

As of the Effective Date,

the parties hereto acknowledge and agree that the Properties listed on Schedule 4.1 are Unencumbered Assets as of September 30,

2023. On any date of determination, each Property that satisfies the definition of Unencumbered Asset shall be deemed to be included

as an Unencumbered Asset, unless such Property has been excluded pursuant to the terms of Section 4.2 below.

Section 4.2           Termination

of Designation as Unencumbered Asset.

A Property shall cease to

be included as an Unencumbered Asset for purposes of this Agreement if either (i) such Property ceases to satisfy the requirements

of the definition of the term “Unencumbered Assets” applicable to it (with the termination effective immediately) or (ii) such

Property is noted to have been removed as an Unencumbered Asset in a notice by the Borrower to the Administrative Agent or the Revolving

Credit Agent (with a copy to the Administrative Agent). Notwithstanding the foregoing, no Property will be terminated as an Unencumbered

Asset 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. 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 or the Loans made 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), then from time to time 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, the Borrower shall promptly pay to the Administrative

Agent for the account of a Lender from time to time 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 Term SOFR Loans

or its obligation to make any Term 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 Term SOFR Loans or such obligation or the maintenance by such Lender of capital

in respect of its Term SOFR Loans (such increases in costs and reductions in amounts receivable being herein called “Additional

Costs”), resulting from any Regulatory Change that:

(i)           changes

the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any

of such Term SOFR Loans (other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of

Excluded Taxes and Connection Income Taxes);

(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 Loans is determined) 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; or

(iii)           imposes

on any Lender or any applicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement

or the Loans made by such Lender.

Suspension of Term 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 Term SOFR Loans is determined as provided in this Agreement or a category of extensions of credit or other

assets of such Lender that includes Term 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, Term SOFR Loans hereunder shall be suspended until

such Regulatory Change ceases to be in effect (in which case the provisions of Section 5.5 shall apply).

(d)           [Reserved].

(e)           Notification

and Determination of Additional Costs. Each of the Administrative Agent and each Lender, as the case may be, agrees to notify the

Borrower (and in the case of a Lender, to notify the Administrative Agent) in writing of any event occurring after the Agreement Date

entitling the Administrative Agent 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 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 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 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 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 and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of a Lender to the Administrative Agent

as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the

Administrative Agent 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 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.

Section 5.2           Changed

Circumstances.

(a)           Circumstances

Affecting Benchmark Availability.

(i)            Subject

to clause (c) below, in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof or otherwise,

if for any reason (i) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent

manifest error) that reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR for the applicable Interest Period

with respect to a proposed Term SOFR Loan on or prior to the first day of such Interest Period or (ii) the Requisite Lenders shall

reasonably determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR does not adequately

and fairly reflect the cost to such Lenders of making or maintaining such Loans during the applicable Interest Period and, in the case

of clause (ii), the Requisite Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the

Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower,

any obligation of the Lenders to make Term SOFR Loans and any right of the Borrower to convert any Loan to or continue any Loan as a

Term SOFR Loan, shall be suspended (to the extent of the affected Term SOFR Loans or the affected Interest Periods) until the Administrative

Agent (with respect to clause (ii), at the instruction of the Requisite Lenders) revokes such notice. Upon receipt of such notice,

(A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent

of the affected Term SOFR Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any

such request into a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein and (B) any outstanding

affected Term SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon

any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with

any additional amounts required pursuant to Section 5.4.

(b)           [Reserved].

Replacement Setting.

(i)            Benchmark

Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition

Event, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement.

Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth 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 Benchmark with a Benchmark Replacement pursuant to this Section 5.2(c)(i) will occur prior to the applicable

Benchmark Transition Start Date.

(ii)           Benchmark

Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement,

the Administrative Agent will have the right to make Conforming Changes from time to time in its reasonable discretion in consultation

with the Borrower 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.

(iii)           Notices;

Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the

implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration,

adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement

of any tenor of a Benchmark pursuant to Section 5.2(c)(iv). 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 5.2(c), including any determination

with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision

to take 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 5.2(c).

(iv)           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), (A) if the then-current Benchmark is a term rate (including the Term SOFR Reference

Rate) and either (1) 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 (2) 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 (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a

screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an

announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative

Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings

at or after such time to reinstate such previously removed tenor.

(v)           Benchmark

Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (A) the

Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans to be made, converted or

continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request

into a request for a borrowing of or conversion to Base Rate Loans and (B) any outstanding affected Term SOFR Loans will be deemed

to have been converted to Base Rate Loans at the end of the applicable Interest Period. 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 the Base Rate based upon the then-current

Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

Section 5.3           Illegality.

If, after the date hereof,

the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental

Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders

(or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental

Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective

Lending Offices) to honor its obligations hereunder to make or maintain any Term SOFR Loan, or to determine or charge interest based

upon the Term SOFR Reference Rate, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative

Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower

that such circumstances no longer exist, (i) any obligation of the Lenders to make Term SOFR Loans and any right of the Borrower

to convert a Base Rate Loan to a Term SOFR Loan or continue any Loan as a Term SOFR Loan shall be suspended and (ii) if necessary

to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition

of “Base Rate”, in each case until each such affected Lender notifies the Administrative Agent and the Borrower that the

circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, if necessary to avoid

such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, (A) convert all

Term SOFR Loans to Base Rate Loans (if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without

reference to clause (c) of the definition of “Base Rate”) on the last day of the Interest Period therefor, if all

affected Lenders may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if any Lender may not lawfully continue

to maintain such Term SOFR Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on

the amount so prepaid or converted, together with any additional amounts required pursuant to Section 5.4.

Section 5.4           Compensation.

The Borrower shall pay to

the Administrative Agent for the account of each Lender, within 10 days following the written request of such Lender through the

Administrative Agent, such amount or amounts as shall be sufficient to compensate such Lender for any loss, cost or expense that such

Lender reasonably determines is attributable to:

(a)           any

payment or prepayment (whether mandatory or optional) of a Term SOFR Loan or Conversion of a Term SOFR Loan, made by such Lender for

any reason (including, without limitation, acceleration) on a date other than the last day of the Interest Period for such Loan; or

(b)           any

failure by the Borrower for any reason (including, without limitation, the failure of any of the applicable conditions precedent specified

in Section 6.2 to be satisfied) to borrow a Term SOFR Loan from such Lender on the date for such borrowing, or to Convert

a Base Rate Loan into a Term SOFR Loan or Continue a Term SOFR Loan on the requested date of such Conversion or Continuation.

Not in limitation of the foregoing, such compensation

shall include, without limitation, in the case of any such Term SOFR Loan, an amount equal to the then present value of (A) the

amount of interest that would have accrued on such Term SOFR Loan for the remainder of the Interest Period at the rate applicable to

such Term SOFR Loan, less (B) the amount of interest that would accrue on the same Term SOFR Loan for the same period if Adjusted

Term SOFR were set on the date on which such Term SOFR Loan was repaid or prepaid or the date on which the Borrower failed to borrow

or Continue such Term SOFR Loan, as applicable, calculating present value by using as a discount rate Adjusted Term SOFR quoted on such

date; provided, that any such compensation shall, for the avoidance of doubt, in no event include any lost profit. Upon the Borrower’s

request, the Administrative Agent will provide to the Borrower, on behalf of any Lender seeking compensation under this Section, a written

statement setting forth in reasonable detail the basis for requesting such compensation and the method for determining the amount thereof.

Any such statement shall be conclusive absent manifest error.

Section 5.5           Treatment

of Affected Loans.

(a)           If

the obligation of any Lender to make or Continue any Term SOFR Loans or to Convert Base Rate Loans into Term SOFR Loans shall be suspended

pursuant to Section 5.1(c), 5.2 or 5.3 then such Lender’s Term SOFR Loans shall be automatically Converted

into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Term SOFR Loans (or, in the case of

a Conversion required by Section 5.1(c), 5.2 or 5.3 on such earlier date as such Lender or the Administrative

Agent, as applicable, may specify to the Borrower in writing (with a copy to the Administrative Agent, as applicable)) and, unless and

until such Lender or the Administrative Agent, as applicable, gives written notice as provided below that the circumstances specified

in Section 5.1(c), 5.2 or 5.3 that gave rise to such Conversion no longer exist:

(i)           to

the extent that such Lender’s Term SOFR Loans have been so Converted, all payments and prepayments of principal that would otherwise

be applied to such Lender’s Term SOFR Loans shall be applied instead to its Base Rate Loans; and

(ii)           all

Loans that would otherwise be made or Continued by such Lender as Term SOFR Loans shall be made or Continued instead as Base Rate Loans,

and all Base Rate Loans of such Lender that would otherwise be Converted into Term SOFR Loans shall remain as Base Rate Loans.

If such Lender or the Administrative Agent, as

applicable, gives written notice to the Borrower (with a copy to the Administrative Agent, as applicable) that the circumstances specified

in Section 5.1(c), 5.2 or 5.3 that gave rise to the Conversion of such Lender’s Term SOFR Loans 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 Term SOFR Loans 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 Term SOFR Loans,

to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Term SOFR Loans and by such Lender

are held pro rata (as to principal amounts, Types and Interest Periods) in accordance with their respective Term Loan Percentages of

the Loans.

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 Term SOFR Loans or to Continue, or to Convert Base Rate Loans into, Term SOFR Loans shall be suspended

pursuant to Section 5.1(c), 5.2 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, so long as there does not then exist any Default or Event

of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand

the Affected Lender shall promptly, assign its 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) 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) notwithstanding Section 3.2 or any other provision

herein to the contrary requiring the pro rata treatment of payments to the Lenders, pay to the Affected Lender (x) the aggregate

principal balance of the Loans then owing to the Affected Lender, plus (y) 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),

whereupon such 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, that 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 Section 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 such Affected Lenders’ failure

to execute an Assignment and Assumption within five Business Days after written request by the Borrower shall not prevent the effectiveness

of such assignment.

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 with respect to any of its Loans affected by the matters or circumstances described in Section 3.10, 5.1 or

5.3 to reduce the liability of the Borrower or avoid the results provided thereunder, so long as such designation is not disadvantageous

to such Lender as determined by such Lender in its sole discretion, except that such Lender shall have no obligation to designate a Lending

Office located in the United States of America.

Section 5.8           Assumptions

Concerning Funding of Term SOFR Loans.

Calculation of all amounts

payable to a Lender under this Article shall be made as though such Lender had actually funded Term SOFR Loans through the purchase

of deposits in the relevant market bearing interest at the rate applicable to Term SOFR Loans, in an amount equal to the amount of the

Term SOFR Loans and having a maturity comparable to the relevant Interest Period; provided, however, that each Lender may

fund each of its Term SOFR Loans in any manner it sees fit and the foregoing assumption shall be used only for calculation of amounts

payable under this Article.

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 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 satisfactory to the Administrative Agent:

(i)            counterparts

of this Agreement executed by each of the parties hereto;

(ii)           Notes

(or replacement Notes, as the case may be) executed by the Borrower, payable to each applicable Lender and complying with the terms of

Section 2.12(a);

(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 request;

(iv)          (A) 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 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) or (B) a certification by the Secretary

or Assistant Secretary (or other individual performing similar functions) of the applicable Loan Party that such documents have not been

amended or otherwise modified since the Revolving Credit Agreement Date;

(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 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 Conversion

and Notices of Continuation;

(vii)         (A) copies

certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (1) 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 (2) 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 or (B) with respect to the items in clause (A)(1) above, a certification by the Secretary

or Assistant Secretary (or other individual performing similar functions) of the applicable Loan Party that such documents have not been

amended or otherwise modified since the Revolving Credit Agreement Date;

(viii)        a

closing certificate substantially in form of Exhibit U, executed on behalf of the Borrower by an authorized officer of the

Borrower;

(ix)          a

Disbursement Instruction Agreement effective as of the Agreement Date;

(x)           a

pro forma Compliance Certificate prepared as of September 30, 2023;

(xi)          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 Joint Lead Arrangers and any of the Lenders, including without limitation, the reasonable

fees and expenses of counsel to the Administrative Agent, have been paid; and

(xii)         such

other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably

request;

(b)           (i) the

Merger shall be consummated substantially concurrently with the Refinancing on the Effective Date in accordance in all material respects

with the Merger Agreement and (ii) all Existing Term Loans that are not repaid or assumed as part of the Refinancing shall have

been repaid in full;

shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since

the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the

Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders by or on behalf of the Borrower prior to the Agreement

Date in connection with the transactions contemplated by this Agreement 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 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;

(e)           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;

(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

Laws, including without limitation, the Patriot Act; and

(g)           the

Borrower and each other Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial

Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification

in relation to such Loan Party or such Subsidiary, in each case, at least five (5) Business Days prior to the Effective Date.

Section 6.2           Conditions

Precedent to All Loans.

Except as otherwise expressly

provided in Section 2.13, with respect to any Commitment Increase incurred to finance a Limited Condition Transaction, the

obligations of Lenders to make any Loans are 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 would exist immediately after giving effect thereto; 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 the making of such Loan 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 have

been 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.

Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence 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 and the

Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the

case of the initial Loans made hereunder, whichever occurs first, and in this Section (to the extent applicable), in the case of

the making of all Loans have been satisfied. 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 6.2 that have not previously been waived

by the applicable 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, the Borrower represents and warrants to the Administrative Agent

and each Lender as follows:

(a)           Organization;

Power; Qualification. Each of the Loan Parties and the other Subsidiaries (i) is a corporation, limited liability company, partnership

or other legal entity, duly organized or formed, validly existing and in good standing (to

the extent applicable under the laws of its jurisdiction of incorporation or formation) under the jurisdiction of its incorporation

or formation, (ii) has the power and authority to own or lease its respective properties and to carry on its respective business

as now being and hereafter proposed to be conducted and (iii) 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, except in the case of clauses (i) (other

than with respect to the Borrower and any other Loan Party), (ii) and (iii) where the failure to be so organized or formed,

to be in good standing, to have such power and authority or to be qualified or authorized could not reasonably be expected to have, in

each instance, a Material Adverse Effect.

(b)           Ownership

Structure. Part I of Schedule 7.1(b) is, as of the Effective 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 and (iii) the percentage of ownership of such Subsidiary represented by such

Equity Interests. As of the Effective Date, except as disclosed in such Schedule, (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, (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) correctly

sets forth, as of the Effective 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.

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.

(e)           Compliance

with Law; Governmental Approvals. Each of the Borrower, the other Loan Parties and the other Subsidiaries is in compliance with each

Governmental Approval and all other Applicable Laws relating to it except for noncompliance 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 4.1 is, as of September 30, 2023, 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.

(g)           Existing

Indebtedness; Total Liabilities. Part I of Schedule 7.1(g) is, as of September 30, 2023, 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. Part II of Schedule 7.1(g) is,

as of such date, a complete and correct listing of all Total Liabilities of the Borrower, the other Loan Parties and the other Subsidiaries

(excluding any Indebtedness set forth on Part I of such Schedule). The outstanding principal amount of Indebtedness incurred by

the Borrower and its Subsidiaries during the period from September 30, 2023 to and including the Effective Date would have been

permitted under this Agreement if this Agreement were in effect during such period.

(h)           Material

Contracts. Schedule 7.1(h) is, as of September 30, 2023, 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,

2023 to and including the Effective Date have been publicly filed by the Borrower with the SEC. As of the Effective 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), there are no actions, suits or proceedings pending (nor, to the knowledge of any

Loan Party, are there any actions, suits or proceedings threatened) 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, (i) is reasonably likely to be adversely determined and, if adversely determined, could

reasonably be expected to have a Material Adverse Effect or (ii) in any manner draws into question the validity or enforceability

of any Loan Document. There are no strikes, slow downs, work stoppages or walkouts or other labor disputes in progress or threatened

relating to, any Loan Party or any other Subsidiary that could reasonably be

expected to have a Material Adverse Effect.

(j)           Taxes.

All United States 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 United States

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 Section 8.6. As of the Effective 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 othertheir

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 the audited consolidated

balance sheets of the Borrower and its consolidated Subsidiaries for the fiscal years ended December 31, 2021 and December 31,

2022, 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 KPMG LLP. 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). Neither the Borrower nor any of its Subsidiaries has on the Effective Date any material contingent liabilities, liabilities,

liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments

that would be required to be set forth in its financial statements or notes thereto, except as (x) referred to or reflected or provided

for in said financial statements or (y) would otherwise have been permitted to be incurred hereunder by the Borrower and its Subsidiaries

if this Agreement had been in effect since the date of such financial statements.

(l)           No

Material Adverse Change. Since December 31, 20242025,

there have been no events, changes, circumstances or occurrences that, individually or in the aggregate, could reasonably be expected

to have a Material Adverse Effect. The Borrower is Solvent and the Borrower and itsLoan

Parties and their 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 Benefit Arrangement is

in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer

Plans, each Qualified Plan 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 Qualified Plan’s favorable determination letter or opinion letter except as would not reasonably be expected,

individually or in the aggregate, to have a Material Adverse Effect.

(ii)           With

respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the financial statements

of the Borrower or anyapplicable

Loan Party or other applicable Subsidiary in accordance with FASB ASC 715.

(iii)          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 against the Borrower by any Governmental Authority, plan participant or beneficiary with respect to a Benefit

Arrangement; (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 Benefit Arrangement; 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 Plan, that would reasonably be expected to subject any member of the Borrowerany

Loan Party 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.

(n)           Absence

of Defaults. None of the Loan Parties 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 agreement (other than this Agreement but, with respect to each Subsidiary of the BorrowerLoan

Parties, including its articles of incorporation or formation, bylaws, partnership agreement, limited liability company agreement

or other similar organizational documents) or 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 Properties, (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 Properties, 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 Properties 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, threatened, 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 Properties 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 Properties 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 otherNo

Loan Party or any other Subsidiary is an “investment company” or

a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as

amended.

(q)           Margin

Stock. None of the Borrower, any otherNo

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)           Affiliate

Transactions. As of the Effective Date, except as set forth on Schedule 7.1(r), and as permitted by Section 10.8,

none of the Borrower, any otherno

Loan Party or any other Subsidiary is a party to or bound by any agreement or

arrangement with any Affiliate.

(s)           Intellectual

Property. Except for such instances as would not, individually or in the aggregate, 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 Effective Date, the Borrower, the other Loan Parties and the other

Subsidiaries are engaged in the business of owning (including directly or through co-investment ventures, funds,

joint ventures, partnerships and other arrangements), developing, operating, leasing,

buying, selling and managing commercial properties located

domestically and internationally which are leased to third party tenants principally, but not exclusively, on a net lease

basis, and making commercial real estate related loan investments, mezzanine loan investments, preferred stock investments and debt securities

investments (including Mortgage Receivables), together with other business activities reasonably related or incidental thereto (including

insurance and other commercial real estate related activities) and reasonable extensions thereof.

(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 and data (other than financial projections and

other forward looking statements and general economic and general industry data) furnished to the Administrative Agent 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, when delivered and taken as a whole,

together with the information publicly filed by the Borrower or itsany

Loan Party or any of the 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 all material respects, 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 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 in connection with this Agreement (including the

syndication, negotiation, preparation and execution thereof) 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’sLoan

Parties’ 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).

(w)          Unencumbered

Assets. Each of the Properties included in calculations of Unencumbered Asset Value qualifies as an Unencumbered Asset.

(x)           Not

Plan Assets; No Prohibited Transactions. None of the assets of the Borrower, any

other Loan Party or any other Subsidiary

constitutes Plan Assets. 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, assuming for such purpose that no Lender funds any amount

payable by it hereunder with Plan Assets, “prohibited transactions” under ERISA or the Internal Revenue Code.

(y)           Anti-Corruption

Laws; Anti-Money Laundering Laws and Sanctions.

(i)            None

of the BorrowerLoan

Parties or any Subsidiary, nor any of their respective directors, officers, or, to the knowledge of the

Borrower, theirany Loan Party, such Loan Parties’

employees (acting in their capacity as such), Affiliates, agents or representatives acting in connection with this transaction, is a

Sanctioned Person or is acting, directly or indirectly, on behalf of a Sanctioned Person. None of (1) the BorrowerLoan

Parties or any Subsidiary, any of their respective directors, officers, or, to the knowledge of the

Borrower,any Loan Party, such Loan Party’s

employees, or such other Loan Party or such other Subsidiary, any of their respective

Affiliates, or (2) to the knowledge of the Borrowerany

Loan Party, any agent or representative of the Borrowerany

Loan Party or any Subsidiary that will act in any capacity in connection with or benefit, directly or indirectly, from the

credit facility, (A) has its assets located in a Sanctioned Country, (B) is under administrative, civil or criminal investigation

for an alleged violation of, or received notice from any governmental entity regarding a possible violation of, Anti-Corruption Laws,

Anti-Money Laundering Laws or Sanctions by a governmental authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money

Laundering Laws, or (C) directly or indirectly knowingly derives revenues from investments in, or transactions with Sanctioned Persons

or Sanctioned Countries in violation of applicable Sanctions.

(ii)           Each

of the Borrower and itsLoan

Party and each Loan Party’s respective Subsidiaries has implemented and maintains in effect policies and procedures

reasonably designed to promote and achieve compliance by the Borrower and itsLoan

Parties and their Subsidiaries and their respective directors, officers, employees, agents and controlled Affiliates with

all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.

(iii)          Each

of the Borrower and itsLoan

Party and each Loan Party’s respective Subsidiaries, each director, officer, and to the knowledge of Borrowerany

Loan Party, employee, agent, and Affiliate of the BorrowerLoan

Parties and each such Subsidiary, is, and has been in compliance in all material respects with, all Anti-Corruption Laws and

Anti-Money Laundering Laws for the past five years, and has been in compliance with applicable Sanctions since April 24, 2019.

(iv)          No

proceeds of any Loans or other extensions of credit hereunder have been lent, contributed, made available, or used, directly or indirectly,

by the Borrower, any of itsany

Loan Party, any Loan Party’s Subsidiaries or any of its or their respective directors, officers, employees and agents

in violation of Section 8.8.

(z)           REIT

Status. The(i) Prior

to the Reorganization, the Borrower qualifies as, and has elected to be treated as, a REIT and

(ii) from and after the Reorganization, the REIT Entity qualifies as, and has elected to be treated as, a REIT.

(aa)         Affected

Financial Institution. None of the Borrower, any otherNo

Loan Party or any other Subsidiary is an Affected Financial Institution.

(bb)        Beneficial

Ownership Certification. As of the Effective Date, the information included in the Beneficial Ownership Certification, if delivered,

is true and correct in all respects.

(cc)         Outbound

Investment Rules. Neither the BorrowerNo

Loan Party nor any of its Subsidiaries is a ‘covered foreign person’ as that term is used in the Outbound Investment

Rules. Neither the Borrower nor any of itsany

Loan Party nor any Loan Party’s Subsidiaries currently engages, or has any present intention to engage in the future,

directly or indirectly, in (i) a “covered activity” or a “covered transaction”, as each such term is defined

in the Outbound Investment Rules, (ii) any activity or transaction that would constitute a “covered activity” or a “covered

transaction”, as each such term is defined in the Outbound Investment Rules or (iii) any other activity that would cause

the Administrative Agent or the Lenders to be in violation of the Outbound Investment Rules or cause the Administrative Agent or

the Lenders to be legally prohibited by the Outbound Investment Rules from performing under this Agreement.

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 and as of the Agreement Date, the Effective Date,

the date on which any Commitment Increase is effectuated pursuant to Section 2.13 and at and as of the date of the occurrence

of each Credit Event (except as otherwise expressly provided in Section 2.13, with respect to a Commitment Increase incurred

to finance a Limited Condition Transaction), 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 have been 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 as waived or consented to by the applicable Lenders in accordance with Section 13.6. 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.

Article VIII

Affirmative Covenants

For so long as this Agreement

is in effect, 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 (i) preserve

and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation

and (ii) 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 except in the case of clauses (i) (other than with

respect to the Borrower and any other Loan Party) and (ii) where the failure to preserve and maintain its respective existence,

rights, franchises, licenses and privileges or to be so authorized and qualified could not 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

Properties to comply, with all Applicable Law, including the obtaining of all Governmental Approvals, the failure with which to comply

or obtain could reasonably be expected to have a Material Adverse Effect.

Section 8.3           Maintenance

of Property.

In addition to the requirements

of any of the other Loan Documents and except as may otherwise be expressly permitted herein, the Borrower shall, and shall cause each

other Loan Party and each other Subsidiary to, protect and preserve, or cause to be protected and preserved, all of its respective material

properties, including, but not limited to, all 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);

provided that, for the avoidance of doubt, nothing in this Section 8.4 shall require the Borrowerany

Loan Party or any Subsidiary to maintain its respective existence, rights, franchises, licenses and privileges if not required

by Section 8.1.

Section 8.5           Insurance.

The Borrower shall, and shall

cause each other Loan Party and each other Subsidiary to, maintain, or cause to be maintained, insurance (on a replacement cost basis)

with financially sound and reputable insurance companies against such risks and in such amounts (giving effect to any self-insurance)

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.

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, or cause to be paid and discharged, 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, might become 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 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 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.

(a)           At

its election, the Borrower will use the proceeds of the Tranche A Term Loan Facility (i) to repay, on a non-pro rata basis, any

outstanding Existing Tranche A Term Loan that is not assumed by the Borrower pursuant to the Assumption and (ii) for general corporate

purposes of the Borrower and itsLoan

Parties and their subsidiaries.

(b)           At

its election, the Borrower will use the proceeds of the Tranche B Term Loan Facility (i) to repay, on a non-pro rata basis, any

outstanding Existing Tranche B Term Loan that is not assumed by the Borrower pursuant to the Assumption and (ii) for general corporate

purposes of the Borrower and itsLoan

Parties and their subsidiaries.

Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use any part of such proceeds, 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; provided, however that, to the extent not otherwise prohibited by this Agreement or

the other Loan Documents, the Borrowerany

Loan Party may use proceeds of the Loans to purchase outstanding shares of its common

stockEquity Interests

and Preferred Stock (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 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. The Borrower will

not request any Loan, and the BorrowerLoan

Parties shall not and shall ensure that itstheir

Subsidiaries and itstheir

or their respective directors, officers, employees and agents shall not, use, lend, contribute or otherwise make available the proceeds

of any Loan, directly or indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or

giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding,

financing or facilitating any activities, business or transaction of, with, or for the benefit of any Sanctioned Person, or in any Sanctioned

Country, (iii) in any manner that would result in the violation of any Anti-Money Laundering Laws or Sanctions applicable to any

party hereto; or (iv) in any manner that could reasonably be expected to cause any Person to become a Sanctioned Person.

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 Property for

which the Borrower, any other Loan Party or other Subsidiary is the lessor terms requiring their respective tenants 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 Properties to comply, with all Environmental Laws in all material respects. 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 Properties to

comply in all material respects with all Environmental Laws and all Governmental Approvals, including actions to remove and dispose of

all Hazardous Materials and to clean up the Properties as required under Environmental Laws. 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 to the extent such Liens 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

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         Claims

Pari Passu.

The Borrower shall ensure

that at all times the claims of the Lender Parties under the Loan Documents with respect to the Obligations rank at least pari passu

with the claims of all the unsecured and unsubordinated creditors of the Loan Parties other than those claims that are preferred by Debtor

Relief Laws.

Section 8.12         REIT

Status.

ThePrior

to the Reorganization, the Borrower shall maintain its status as, and election to be treated as, a REIT under the Internal

Revenue Code. On and after the Reorganization, the REIT Entity shall

maintain its status as, and election to be treated as, a REIT under the Internal Revenue Code.

Section 8.13         Exchange

Listing.

ThePrior

to the Reorganization, the Borrower shall maintain at least one class of common shares of the Borrower listed on the New York

Stock Exchange. From and after the Reorganization, the REIT Entity shall

maintain at least one class of common shares of the REIT Entity listed on the New York Stock Exchange or the NYSE American or which is

subject to price quotations on The NASDAQ Stock Market’s National Market System.

Section 8.14         Guarantors.

(a)           Requirements

to Become a Guarantor. Within 30 Business Days after the date on which the Borrower shall fail to satisfy the Investment Grade

Ratings Criteria, the Borrower shall cause each of its Subsidiaries that Guarantees, or otherwise becomes obligated in respect of, any

Indebtedness of the Borrower (other than (x) Guarantees of Indebtedness owed by such Subsidiary to the Borrower and (y) Guarantees

of, and other obligations in respect of, Indebtedness (other than Indebtedness described in the immediately preceding clause (x))

in an aggregate amount for such Guarantees and other obligations not in excess of $350,000,000 at any time outstanding (such Indebtedness

referred to in this clause (y), “Designated Non-Guarantor Indebtedness”); provided that the aggregate amount

of Designated Non-Guarantor Indebtedness of all Subsidiaries which are not Guarantors shall not exceed $350,000,000 in the aggregate),

to Guarantee the Obligations by delivering to the Administrative Agent each of the following in form and substance reasonably satisfactory

to the Administrative Agent: (i) a Guaranty Agreement or Accession Agreement, as applicable, executed by such Subsidiary and

(ii) the items that would have been delivered under subsections (iii) 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 Guarantees (A) by Excluded Subsidiaries of Indebtedness

of Excluded Subsidiaries or (B) of exceptions to non-recourse liability described in the definition of “Nonrecourse Indebtedness”,

(y) a Foreign Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the

direct borrower or issuer or Indebtedness of another Foreign Subsidiary shall not be required to become a Guarantor under this Section 8.14

and (z) a Restricted JV Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which

it is the direct borrower or issuer or Indebtedness of another Restricted JV Subsidiary shall not be required to become a Guarantor under

this Section 8.14. In addition, the Borrower shall be permitted, in its sole discretion, at any time to cause any Subsidiary

to become a Guarantor by delivering to the Administrative Agent each of the following in form and substance reasonably satisfactory to

the Administrative Agent: (i) Guaranty Agreement or Accession Agreement, as applicable, executed by such Subsidiary and (ii) the

items that would have been delivered under subsections (iii) 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. Notwithstanding the

foregoing, (A) none of Crest Net Lease, Inc., its Deemed Taxable REIT Subsidiaries, ARCT TRS Corp. or its Deemed Taxable REIT

Subsidiaries shall be required to become Guarantors and (B) upon written notice from the Borrower to the Administrative Agent and

the Lenders, the Borrower may designate up to eight Taxable REIT Subsidiaries (in addition to Crest Net Lease, Inc. and ARCT TRS

Corp.) that shall not, and whose Deemed Taxable REIT Subsidiaries shall not, be required to become Guarantors.

(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) or (B) such

Guarantor has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Subsidiary or is, or simultaneously

with its release from the Guaranty, will become, an Excluded Subsidiary or a Restricted JV Subsidiary; (ii) no Default or Event

of Default shall then be in existence or would occur as a result of such release; (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 have been 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.

Article IX

Information

For so long as this Agreement

is in effect, the Borrower shall furnish to the Administrative Agent for distribution to each of the Lenders:

Section 9.1           Quarterly

Financial Statements.

As soon as available and

in any event within 5 Business 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 (a) prior

to the Reorganization, the Borrower and (b) from and

after the Reorganization, the REIT Entity, commencing with the fiscal quarter ending March 31, 2024), the unaudited consolidated

balance sheet of (i) prior to the Reorganization, the

Borrower and its Subsidiaries and (b) from and after the Reorganization,

the REIT Entity and its Subsidiaries, in each case, as at the end of such period and the related unaudited consolidated statements

of income and cash flows of the Borrower and its Subsidiariessuch

Persons 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 the chief financial officer of the Borrower, in his or her opinion,

to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of the

Borrower and its Subsidiariessuch Persons

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.

As soon as available and

in any event within 5 Business Days after the same is filed with the SEC (but in no event later than 75 days after the end

of each fiscal year of (a) prior to the Reorganization, the

Borrower and (b) from and after the Reorganization, the REIT Entity,

commencing with the fiscal year ended December 31, 2023), the audited consolidated balance sheet of (i) prior

to the Reorganization, the Borrower and its Subsidiaries and

(b) from and after the Reorganization, the REIT Entity and its Subsidiaries, in each case, 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 Subsidiariessuch Persons 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 the chief financial 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 Subsidiariessuch

Persons as at the date thereof and the result of operations for such period and (b) accompanied by the report thereon

of KPMG 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 due to the pending maturity of any Indebtedness within 12 months or the potential default under any financial covenant under

any Indebtedness) 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.

Notwithstanding

anything to the contrary in this Article IX, following the consummation of the Reorganization, the Borrower shall be permitted to

satisfy its obligations with respect to financial information relating to the Borrower and its Subsidiaries described in Sections 9.1

and 9.2 above by furnishing financial information relating to the REIT Entity and its Subsidiaries.

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 T

(a “Compliance Certificate”) executed on behalf of the Borrower by the Chief Financial Officer, Controller or Head

of Corporate Finance 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.

Section 9.4           Other

Information.

(a)           Promptly

upon receipt thereof, copies of all reports, if any, submitted to the Borrowerany

Loan Party or its Board of Directors by its independent public accountants including, without limitation, any management report;

(b)           Within

5 Business Days of 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;

upon the mailing thereof to the shareholders of (i) prior to the

Reorganization, the Borrower and (ii) from and after

the Reorganization, the REIT Entity, generally, copies of all financial statements, reports and proxy statements so mailed

and promptly upon the issuance thereof copies of all material press releases issued by the Borrower, any Subsidiary or any other Loan

Party;

(d)           Promptly

upon the request of the Administrative Agent, evidence of the Borrower’s calculation of the Ownership Share and/or Net Unencumbered

Equity Value with respect to a Subsidiary, Specified Fund or an Unconsolidated Affiliate, in each case, that was included in the most

recently delivered Compliance Certificate in accordance with Section 9.3, such evidence to be in form and detail reasonably satisfactory

to the Administrative Agent;

(e)           No

later than 90 days after the end of each fiscal year of (i) prior

to the Reorganization, the Borrower and (ii) from and

after the Reorganization, the REIT Entity, ending prior to the latest Term Loan Maturity Date, projected balance sheets, operating

statements and cash flow budgets of (i) prior to the Reorganization,

the Borrower and its Subsidiaries and (ii) from and after

the Reorganization, the REIT Entity and its Subsidiaries, in each case, on a consolidated basis for each quarter of the next

succeeding fiscal year, all itemized in reasonable detail. The foregoing shall be accompanied by pro forma calculations, together with

detailed assumptions, required to establish whether or not the Borrower, will be in compliance with the covenants contained in Section 10.1

and at the end of each fiscal quarter of the next succeeding fiscal year;

(f)           If

any ERISA Event shall occur that individually, or together with any other ERISA Event that has occurred, could reasonably be expected

to have a Material Adverse Effect, a certificate of the Chief Financial Officer, Controller or Head of Corporate Finance of 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;

(g)           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, if determined or resolved adversely to such Person, could reasonably

be expected to have a Material Adverse Effect;

(h)           Prompt

notice of any change in the business, assets, liabilities, financial condition or results of operations of any Loan Party or any other

Subsidiary 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 having been entered against any Loan Party or any other Subsidiary

or any of their respective properties or assets which has had, or could reasonably be expected to have, a Material Adverse Effect;

(l)           Prompt

notice of any written notification of a violation of any Applicable Law or any inquiry shall have been received by any Loan Party or

any other Subsidiary from any Governmental Authority which has had, or could

reasonably be expected to have, a Material Adverse Effect;

(m)           Promptly,

upon the Borrower becoming aware of any change in the Credit Rating, a certificate stating that the Borrower’s Credit Rating has

changed and the new Credit Rating that is in effect;

(n)           Promptly,

upon each request, information identifying the Borrower as a Lender may request in order to comply with applicable “know your customer”

and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and

(o)           From

time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding

any Property or the business, assets, liabilities, financial condition, results of operations or business prospects of the

Borrower, any of its Subsidiaries, or any otherany

Loan Party or any Subsidiary as the Administrative Agent or

any Lender through the Administrative Agent may reasonably request.

Section 9.5           Electronic

Delivery of Certain Information.

(a)           Documents

required to be delivered pursuant to the Loan Documents may be delivered by electronic communication and delivery, including, the Internet,

e-mail, the SEC’s EDGAR website or intranet websites to which the Administrative Agent and each Lender have access (including a

commercial, third-party website or a website sponsored or hosted by the Administrative Agent or the

Borrowerany Loan Party); provided

that the foregoing shall not apply to (i) notices to any Lender pursuant to Article II (which delivery is covered by

subsection (b) below) and (ii) any Lender that has notified the Administrative Agent and the Borrower that it cannot or

does not want to receive electronic communications. The Administrative Agent 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 24 hours after the date

and time on which the Administrative Agent or the Borrower posts such documents or the documents become available on a commercial website

or the SEC’s EDGAR website and the Administrative Agent or Borrower notifies each Lender of said posting and provides a link thereto;

provided, (x) no such notice or link shall be required for any document posted or that becomes publicly available on the

SEC’s EDGAR website, (y) if such notice or other communication is not sent or posted during the normal business hours of the

recipient, said posting date and time shall be deemed to have commenced as of 9:00 a.m. Pacific time on the opening of business

on the next business day for the recipient and (z) 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 9:00 a.m. Pacific time on the next business day of the recipient. Notwithstanding

anything contained herein, the Borrower shall deliver paper copies (which for the avoidance of doubt may be delivered by facsimile) of

any documents to the Administrative Agent or to any Lender that requests in writing such paper copies until a written request to cease

delivering paper copies is given by the Administrative Agent or such Lender. The Administrative Agent shall have no obligation to request

the delivery of or to maintain paper copies of the documents delivered electronically, and in any event shall have no responsibility

to monitor compliance by the Borrower with any such request for delivery. Each Lender shall be solely responsible for requesting delivery

to it of paper copies and maintaining its paper or electronic documents.

(b)           Notwithstanding

anything to the contrary in the foregoing subsection (a) and for the avoidance of doubt, (i) any documents 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 by any such

Loan Party to the Administrative Agent and the Lenders shall be deemed effective (I) 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), (II) if posted on the SEC’s EDGAR website as described

in subsection (a) above, when such documents are posted or become publicly available on the SEC’s EDGAR website, or (III) if

posted to a website (other than the SEC’s EDGAR website) as described in subsection (a) above, when notice of such posting

is given to the Administrative Agent (which notice may be given electronically and deemed effective in accordance with this subsection);

provided, that, in any event, any documents or notices delivered electronically pursuant to this subsection shall be deemed delivered

24 hours after the Borrower (x) delivers such documents to the Administrative Agent, (y) in the case of clause (II) immediately

above, posts such documents on the SEC’s EDGAR website or (z) in the case of clause (III) immediately above, posts

such notice electronically to the Administrative Agent; provided, further, however, that (x) if such documents

are not delivered, posted or, in the case of clause (III) immediately above, such notice of posting of documents to such a

website is not sent during normal business hours of the Administrative Agent, such documents or notice shall be deemed to have been sent

at the opening of the next Business Day of the Administrative Agent and (y) if the deemed time of delivery occurs on a day that

is not a Business Day, the deemed time of delivery shall be 9:00 a.m. Pacific time on the next Business Day; and (ii) documents

required to be delivered pursuant to Article II may be delivered electronically to a website provided for such purpose by

the Administrative Agent pursuant to 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 and the Lenders (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 (i) prior to the Reorganization, the

Borrower and its Subsidiaries or any of their respective securities and

(ii) from and after the Reorganization, the REIT Entity and its Subsidiaries or any of their respective securities, in each case,

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; Compliance.

The Patriot Act 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 reasonable 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 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.

Section 9.8           Compliance

with Anti-Corruption Laws; Beneficial Ownership Regulation, Anti-Money Laundering Laws and Sanctions.

The Borrower willshall,

and shall cause the other Loan Parties to, (a) maintain in effect and enforce policies and procedures reasonably designed

to promote and achieve compliance by the Borrower, itseach

Loan Party, their Subsidiaries and each of their

respective directors, officers, employees and agents with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions,

(b) promptly notify the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification of any

change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial

owners identified therein and (c) promptly upon the reasonable request of the Administrative Agent or any Lender, provide the Administrative

Agent or such Lender, as the case may be, any information or documentation reasonably requested by it for purposes of complying with

the Beneficial Ownership Regulation.

Article X

Negative Covenants

For so long as this Agreement

is in effect, the Borrower shall comply with the following covenants:

Section 10.1         Financial

Covenants.

(a)           Ratio

of Total Liabilities to Gross Asset Value. Except as provided in this subsection (a) below, the Borrower shall not permit

the ratio of (i) the sum of (A) Total Liabilities of the Borrower, its Wholly Owned Subsidiaries and its Supermajority Owned

Subsidiaries determined on a consolidated basis (but excluding the Total Liabilities of (x) Subsidiaries that are neither Wholly

Owned Subsidiaries nor Supermajority Owned Subsidiaries, (y) Unconsolidated Affiliates and (z) Specified Funds) plus (B) the

Borrower’s Ownership Share of Total Liabilities held by (x) its Subsidiaries that are neither Wholly Owned Subsidiaries nor

Supermajority Owned Subsidiaries, (y) its Unconsolidated Affiliates and (z) its Specified Funds to (ii) Gross Asset Value

determined in accordance with the definition thereof to exceed 0.60 to 1.00 at the end of any fiscal quarter of the Borrower. For purposes

of calculating this ratio, (A) Total Liabilities shall be adjusted by deducting therefrom an amount equal to the

lesser of (x) unrestricted cash and Cash Equivalents of the Borrower, its Wholly Owned Subsidiaries and its

Supermajority Owned Subsidiaries and the Borrower’s Ownership Share of unrestricted cash and Cash Equivalents of Subsidiaries that

are not Wholly Owned Subsidiaries or Supermajority Owned Subsidiaries, Specified Funds and Unconsolidated Affiliates as of the date of

determination in excess of $30,000,000 and (y) the amount of Total Liabilities that matures

on or before the date that is 24 months from the date of the calculation,

and (B) Gross Asset Value shall be adjusted by deducting therefrom the amount by which Total Liabilities is adjusted under the immediately

preceding clause (A). Notwithstanding the foregoing, the Borrower shall have the option, exercisable two times during the term of

this Agreement, to elect that the ratio of Total Liabilities to Gross Asset Value may exceed 0.60 to 1.00 for any fiscal quarter in which

the Borrowerany

Loan Party, Subsidiary, Unconsolidated Affiliate or Specified Fund completes a Material Acquisition and the immediately subsequent

three fiscal quarters so long as (1) the Borrower has delivered a written notice to the Administrative Agent that the Borrower is

exercising its option under this subsection (a) and (2) the ratio of Total Liabilities to Gross Asset Value does not exceed

0.65 to 1.00 at the end of the fiscal quarter for which such election has been made and the immediately subsequent three fiscal quarters.

(b)           Ratio

of EBITDA to Fixed Charges. The Borrower shall not permit, for any period of four consecutive fiscal quarters, the ratio of (i) EBITDA

of the Borrower and its Subsidiaries determined on a consolidated basis for such period to (ii) Fixed Charges of the Borrower and

its Subsidiaries determined on a consolidated basis for such period, to be less than 1.50 to 1.00 at the end of such fiscal quarter;

provided that such ratio shall be calculated on a pro forma basis on the assumption that (A) any Indebtedness incurred by

the Borrower, any of its Subsidiaries, any of its Unconsolidated Affiliates or any Specified Funds since the first day of such four-quarter

period and the application of the proceeds therefrom (including to refinance other Indebtedness since the first day of such four-quarter

period) had occurred on the first day of such period, (B) the repayment or retirement of any other Indebtedness of the Borrower,

any of its Subsidiaries, any of its Unconsolidated Affiliates or any Specified Funds since the first day of such four-quarter period

had occurred on the first day of such period (except that, in making such computation, the amount of Indebtedness under any revolving

credit facility, line of credit or similar facility shall be computed based upon the average daily balance of such Indebtedness during

such period), and (C) in the case of any acquisition or disposition by the Borrower, any of its Subsidiaries, any of its Unconsolidated

Affiliates or any Specified Funds of any asset or group of assets since the first day of such four-quarter period, including, without

limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition had occurred on the first day

of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation;

provided that, notwithstanding the foregoing, the amount of scheduled principal payments (excluding balloon, bullet or similar

payments of principal due upon the stated maturity of Indebtedness) made that are included in clause (b) of the calculation

of Fixed Charges for such period shall be determined on an actual rather than pro forma basis. If any Indebtedness incurred after the

first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Fixed Charges,

the interest rate on such Indebtedness shall be computed on a pro forma basis as if the average interest rate which would have been in

effect during the entire such four-quarter period had been the applicable rate for the entire such period.

and Other Restricted Payments. Subject to the following sentence, if an Event of Default exists, the Borrower shall not declare or

make, or incur any liability to make, Restricted Payments during any period of four consecutive fiscal quarters in an aggregate amount

in excess of the greater of (i) the sum of (A) 95% of Adjusted Funds From Operations of the Borrower and its Subsidiaries determined

on a consolidated basis and the Borrower’s Ownership Share of Adjusted Funds From Operations of its Unconsolidated Affiliates and

Specified Funds for such period plus (B) the amount of cash distributions made to the holders of the Borrower’s Preferred

Stock (or, following the Reorganization, an amount of cash distributions

made by the OP to its equity owners such that the REIT Entity receives an amount sufficient to enable it to make distributions to the

holders of the REIT Entity’s Preferred Stock) for such period and (ii) the minimum amount of cash

distributions, which distributions shall be made

in cash, required to be made by (1) prior to the Reorganization,

the Borrower to its shareholders to the extent necessary for

the Borrower to maintain compliance with Section 8.12 and to avoid the payment of any income or excise taxes imposed under Section 857(b)(1),

857(b)(3) or 4981 of the Internal Revenue Code, and (2) from and after the Reorganization, the OP to its equity owners such

that the REIT Entity receives an amount sufficient to enable it to make distributions to the extent necessary for the REIT Entity to

maintain compliance with Section 8.12 and to avoid the payment of any income or excise taxes imposed under Section 857(b)(1),

857(b)(3) or 4981 of the Internal Revenue Code; provided that the Borrower may repurchase or redeem Preferred Stock with

the net proceeds received by the Borrower from the issuance by the Borrower of Preferred Stock or common stock. If an Event of Default

under Section 11.1(a), 11.1(e) or 11.1(f) shall exist, neither the Borrower nor any Subsidiary (other

than Wholly Owned Subsidiaries and Specified Funds (and Wholly Owned Subsidiaries thereof)) shall directly or indirectly declare or make,

or incur any liability to make, any Restricted Payments other than Restricted Payments described in the immediately preceding clause (ii).

Notwithstanding the foregoing and for the avoidance of doubt, (A) the Borrowerany

Loan Party may purchase Permitted Equity Derivatives in connection with the issuance of any Convertible Debt Securities permitted

under this Agreement and (B) the Borrowerany

Loan Party may make (i) interest payments on Convertible Debt Securities, (ii) so long as no Default or Event of

Default has occurred and is continuing or would arise after giving effect (including pro forma effect) thereto, (x) cash settlement

payments upon any conversion or exchange of Convertible Debt Securities in accordance with the terms thereof in an aggregate amount not

to exceed the principal amount thereof, (y) cash payments upon the scheduled maturity date for any Convertible Debt Securities and

(z) cash payments upon a redemption of any Convertible Debt Securities in accordance with the terms thereof and (iii) extend,

renew or refinance Convertible Debt Securities to the extent that the Indebtedness resulting from such extension, renewal or refinancing

is permitted under this Agreement.

(d)           Ratio

of Secured Indebtedness to Gross Asset Value. The Borrower shall not permit the ratio of (i) the sum of (A) the aggregate

principal amount of Secured Indebtedness of the Borrower, its Wholly Owned Subsidiaries and its Supermajority Owned Subsidiaries determined

on a consolidated basis (for the avoidance of doubt, excluding the Secured

Indebtedness of (x) Subsidiaries that are neither Wholly Owned Subsidiaries nor Supermajority Owned Subsidiaries, (y) Unconsolidated

Affiliates and (z) Specified Funds) plus (B) the Borrower’s Ownership Share of the aggregate principal amount

of Secured Indebtedness of (x) Subsidiaries that are neither Wholly Owned Subsidiaries nor Supermajority Owned Subsidiaries, (y) Unconsolidated

Affiliates and (z) Specified Funds to (ii) Gross Asset Value determined on a consolidated basis at the end of any fiscal quarter,

to exceed 0.40 to 1.00 as at the end of such fiscal quarter.

(e)           Ratio

of Unsecured Indebtedness to Unencumbered Asset Value. Except as provided in this subsection (e) below, the Borrower shall

not permit the ratio of (i) the aggregate principal amount of Unsecured Indebtedness of the Borrower, its Wholly Owned Subsidiaries

and its Supermajority Owned Subsidiaries determined on a consolidated basis (for the avoidance of doubt, excluding the Unsecured Indebtedness

of (x) Subsidiaries that are neither Wholly Owned Subsidiaries nor Supermajority Owned Subsidiaries, (y) Unconsolidated Affiliates

and (z) Specified Funds), to (ii) Unencumbered Asset Value determined in accordance with the definition thereof, to exceed

0.60 to 1.00 at the end of any fiscal quarter of the Borrower. For purposes of calculating this ratio, (A) Unsecured Indebtedness

shall be adjusted by deducting therefrom an amount equal to the lesser of (x) unrestricted

cash and Cash Equivalents of the Borrower, its Wholly Owned Subsidiaries and its Supermajority Owned Subsidiaries and the Borrower’s

Ownership Share of unrestricted cash and Cash Equivalents of Subsidiaries that are not Wholly Owned Subsidiaries or Supermajority Owned

Subsidiaries, Specified Funds and Unconsolidated Affiliates as of the date of determination in excess of $30,000,000 and

(y) the amount of Unsecured Indebtedness that matures on or before the date that is 24 months from the date of the calculation,

and (B) Unencumbered Asset Value shall be adjusted by deducting therefrom the amount by which Unsecured Indebtedness is adjusted

under the immediately preceding clause (A) (to the extent such amounts were included in Unencumbered Asset Value). Notwithstanding

the foregoing, the Borrower shall have the option, exercisable two times during the term of this Agreement, to elect that the ratio of

Unsecured Indebtedness to Unencumbered Asset Value may exceed 0.60 to 1.00 for any fiscal quarter in which the

Borrowerany Loan Party, Subsidiary, Unconsolidated

Affiliate or Specified Fund completes a Material Acquisition and the immediately subsequent three fiscal quarters so long

as (1) the Borrower has delivered a written notice to the Administrative Agent that the Borrower is exercising its option under

this subsection (e) and (2) the ratio of Unsecured Indebtedness to Unencumbered Asset Value does not exceed 0.65 to 1.00

at the end of the fiscal quarter for which such election has been made and the immediately subsequent three fiscal quarters.

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 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.

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 (other than Excluded

Subsidiaries) 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 (other than Excluded Subsidiaries) 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; or (b) transfer

any of its property or assets to the Borrower; other than (i) with respect to clauses (a) and (b), (1) those encumbrances

or restrictions contained in any Loan Document or any agreement or document evidencing or governing permitted Indebtedness of any Subsidiary

or Specified Fund, or existing by reason of Applicable Law, (2) customary restrictions contained in the organizational documents,

or documents governing Unsecured Indebtedness, of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable

to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (3) 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 (b), (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) restrictions on the ability of any Loan Party or any Subsidiary to transfer, directly or indirectly, Equity Interests (and beneficial

interest therein) in any Excluded Subsidiary pursuant to the terms of any Secured Indebtedness of such Excluded Subsidiary, (3) customary

restrictions on transfer contained in leases applicable only to the property subject to such lease, (4) restrictions on transfer

contained in any agreement relating to the transfer, sale, conveyance or other disposition of a Subsidiary or the assets of a Subsidiary

permitted under this Agreement pending such transfer, sale, conveyance or other disposition; provided that in any such case, the

restrictions apply only to the Subsidiary or the assets that are the subject of such transfer, sale, conveyance or other disposition,

(5) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered

into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts

and (6) restrictions on transfer contained in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the

Borrowerany Loan Party 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.

Section 10.4         Merger,

Consolidation, Sales of Assets and Other Arrangements.

(a)           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 Loan

Parties and their Subsidiaries may enter into any such transaction, merger, consolidation, liquidation, windup or dissolution in connection

with the Reorganization in accordance with Section 13.24, (2) after the Reorganization, the REIT Entity may merge with any

of its Subsidiaries or any other Person; provided that REIT Entity is the continuing or surviving Person, (3) the Borrower

may merge with any of its Subsidiaries or any other Person; provided that the Borrower is the continuing or surviving Person,

(24) 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, (35) aany

Subsidiary of(other

than the Borrower) may be merged or consolidated

with or into any other Person in connection with a sale or disposition permitted by Section 10.4(b) or an Investment

permitted by Section 10.4(c), and (46) any

Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation

or winding up under this clause (46),

as applicable, would not reasonably be expected to have a Material Adverse Effect.

(b)           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 its Subsidiaries, whether now owned or hereafter acquired; provided, however,

that, (i) the Borrowerany

Loan Party or any Subsidiary may sell, transfer, contribute or otherwise dispose of any of its assets to the

Borrowerany Loan Party or to any other

Subsidiary, (ii) any Subsidiary may convey, sell, 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 its Subsidiaries (other

than any such by, of or in the Borrower), and immediately thereafter liquidate; provided that (x) immediately

prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto,

no Default or Event of Default is or would be in existence and (y) if the value of the assets to be conveyed, sold, transferred

or otherwise disposed of to a Person other than the Borrowera

Loan Party or a Subsidiary exceeds the Substantial Amount, the Borrower shall have delivered to the Administrative Agent and

the Lenders (A) at least 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior

written notice of such conveyance, sale, transfer, disposition or liquidation

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, transfer, disposition, (iii) the BorrowerLoan

Parties 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 sell 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, (iv) the BorrowerLoan

Parties 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 (v) the BorrowerLoan

Parties and the Subsidiaries may make other conveyances, sales, transfers and other dispositions (excluding

conveyances, sales, transfers and other dispositions of capital stock of or other Equity Interests in the Borrower) 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 thesuch

assets to be conveyed, sold, transferred or otherwise disposed of to a Person other than the Borrowera

Loan Party or a Subsidiary exceeds the Substantial Amount, the Borrower shall have delivered to the Administrative Agent and

the Lenders (A) at least 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior

written notice of such conveyance, sale, transfer, or

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, transfer, disposition. For the avoidance of doubt, this Section 10.4(b) shall

not limit any dividend or Restricted Payment not prohibited by Section 10.1(c).

Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, engage in 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 in any other Person; 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 in, any other Person, 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 and the Lenders (A) at least 10 Business Days’ (or such shorter period as may be agreed by 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 expressly

permitted by Section 10.4(a) above, (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 and (iv) the Borrower,

any other Loan Party and any other Subsidiary may consummate the Merger.

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.

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; provided

that the fiscal year of any Subsidiary may be changed to match the fiscal year of (i) prior

to the Reorganization, the Borrower and (ii) from and

after the Reorganization, the REIT Entity.

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 or the Lenders in any material respect; provided that this Section 10.7 shall not prohibit

any such amendment, supplement, restatement or other modification or waiver of the organizational documents of a Subsidiary required

by the lender of any Secured Indebtedness to such Subsidiary (or if such Subsidiary owns Equity Interests of one or more Excluded Subsidiaries

but has no assets other than such Equity Interests and other assets of nominal value (including cash) incidental thereto, that is required

by the lender of any Secured Indebtedness to an Excluded Subsidiary the Equity Interests of which are owned by such Subsidiary) or by

any third party investors in any Specified Fund or Subsidiary that is not a Wholly Owned Subsidiary or (b) could reasonably be expected

to have a Material Adverse Effect; provided that amendments to organizational

documents that are necessary or appropriate for purposes of consummating the Reorganization in accordance with the terms of Section 13.24

shall in any event be permitted pursuant to this Section 10.7. The Borrower shall not enter into, and shall not permit

any Subsidiary or other Loan Party to enter into, any amendment or modification to any Material Contract which could reasonably be expected

to have a Material Adverse Effect.

Section 10.8         Transactions

with Affiliates.

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),

(b) transactions 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 employment or consulting relationship in the ordinary course of business, (d) Restricted

Payments not prohibited by Section 10.1(c), (e) transactions with Specified Funds and 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 BorrowerLoan

Parties or any of itstheir

Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to 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 itsLoan Parties and their Subsidiaries

in the ordinary course of business to the extent attributable to the ownership, management or operation of the Borrower

and itsLoan Parties and their Subsidiaries

and (h) transactions between or among the Borrower and itsLoan

Parties and their Subsidiaries.

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 (i) 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, currencies or assets held or reasonably anticipated

by the Borrower, such otherany

Loan Party or such otherany

Subsidiary and (ii) any agreement, commitment or arrangement for the sale of Equity Interests issued by (1) prior

to the Reorganization, the Borrower or (2) from and after

the Reorganization, the REIT Entity, in each case, at a future date that could be discharged solely by (x) delivery of

(1) prior to the Reorganization, the Borrower’s

or (2) from and after the Reorganization, the REIT Entity’s,

in each case, Equity Interests (other than Mandatorily Redeemable Stock), or, (y) solely at Borrower’s option made

at any time, payment of the net cash value of such Equity Interests at the time, irrespective of the form or duration of such agreement,

commitment or arrangement.

Section 10.10      Outbound

Investment Rules.

The

BorrowerEach Loan Party will not, and

will not permit any of its Subsidiaries to, (a) be or become a “covered foreign person”, as that term is defined in

the Outbound Investment Rules, or (b) engage, directly or indirectly, in (i) a “covered activity” or a “covered

transaction”, as each such term is defined in the Outbound Investment Rules, (ii) any activity or transaction that would constitute

a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules or

(iii) any other activity that would cause the Administrative Agent or the Lenders to be in violation of the Outbound Investment

Rules or cause the Administrative Agent or the Lenders to be legally prohibited by the Outbound Investment Rules from performing

under this Agreement.

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 (ii) within

5 Business Days of the date the Borrower or any other Loan Party has received written 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.

(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 8.8, 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 or (y) the date upon which the Borrower has received written

notice of such failure from the Administrative Agent.

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 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-Acceleration.

(i)           The

Borrower, any otherAny 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 any Nonrecourse 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 the Loans and any Nonrecourse

Indebtedness) as to which such a failure exists, of $200,000,000 or more (“Material Indebtedness”), and the effect

of which failure is to cause or result in such Indebtedness to be demanded or to become due prior to its scheduled maturity date (or

if such payment is not made on the maturity date of such Indebtedness to be due); 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 to be prepaid, repurchased, redeemed or defeased prior to the stated maturity thereof.

Notwithstanding the foregoing,

this Section 11.1(d) shall not apply to any redemption, repurchase, exchange, conversion or settlement with respect

to any Convertible Debt Securities, or satisfaction of any condition giving rise to or permitting the foregoing, pursuant to their terms

unless such redemption, repurchase, exchange, conversion or settlement arises in connection with a breach, violation or default thereunder

or an event of the type that constitutes an Event of Default or to the early unwind, settlement or termination of, any Permitted Equity

Derivative or any Equity Forward Contract.

(e)           Voluntary

Bankruptcy Proceeding. (1) The Borrower or,

(2) from and after the Reorganization, the REIT Entity, or (3) any one or more Subsidiaries to which more than 5%

of Gross 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 (1) the

Borrower or,

(2) from and after the Reorganization, the REIT Entity, or (3) any one or more Subsidiaries to which more than 5%

of Gross 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 through appropriate appellate proceedings and (ii) either (A) the

amount of such judgment or order for which insurance has been denied by the applicable insurance carrier exceeds, individually or together

with all other such judgments or orders entered against the Borrower, any other Loan Party or any other Subsidiary, $200,000,000 or (B) in

the case of an injunction or other non-monetary relief, such injunction or judgment or order could reasonably be expected to have a Material

Adverse Effect.

(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, $200,000,000

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 could reasonably be expected to result in liability to any Loan Party aggregating in

excess of $200,000,000; or

(ii)           The

“benefit obligation” of all Plans exceeds the “fair market value of plan assets” for such Plans by more than

$200,000,000, 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)            Any

“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3

and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that

such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly,

of more than 50.0% of the total voting power of the then outstanding voting stock of (x) prior

to the Reorganization, the Borrower; or and

(y) from and after the Reorganization, the REIT Entity;

(ii)           During

any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12-month period

constituted the Board of Directors of the Borrower or the REIT Entity

(together with any new directors whose election by such Board or whose nomination for election by the shareholders of the

Borrower or the REIT Entity was approved by a vote of a majority

of the directors then still in office who were either directors of the

Borrower or the REIT Entity at the beginning of such period or whose election or nomination for election was previously so

approved) cease for any reason to constitute a majority of the Board of Directors of (x) prior

to the Reorganization, the Borrower and (y) from and

after the Reorganization, the REIT Entity, in each case, then in office.;

(iii)         from

and after the Reorganization, the REIT Entity shall cease to be the sole general partner or managing member of the Borrower.

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 Section 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 and (B) 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 obligation of the Lenders to make Loans 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 and (B) 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 obligation of the Lenders to make Loans 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 other Loan Documents.

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 itsLoan

Parties and their 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 Unencumbered Assets

and/or the business operations of the Borrower and itsLoan

Parties and their Subsidiaries and to exercise such power as the court shall confer upon such receiver.

(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, indemnities, expenses and other amounts, including attorney

fees, payable to the Administrative Agent in its capacity as such;

(b)           to

payment of that portion of the Guaranteed Obligations constituting 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;

(d)           to

payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders

in proportion to the respective amounts described in this clause (d) payable to them;

(e)           [reserved];

(f)           to

payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans and payment obligations then owing under

Specified Derivatives Contracts, ratably among the Lenders and the Specified Derivatives Providers in proportion to the respective amounts

described in this clause (f) payable to them; 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         [Reserved].

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 under this Agreement or any other Loan Document.

Section 11.8         Rights

Cumulative.

(a)           Generally.

The rights and remedies of the Administrative Agent 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 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; 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) [reserved], (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 clause (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 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 Borrowerany

Loan Party, 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 or any other Person, or shall be responsible to any Lender 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 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; and (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 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, that 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 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 other Lenders or any Specified Derivatives Providers. 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).

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 Term Loan Percentage (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 Term Loan Percentage (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 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 of the Loans and all other 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 expressly

acknowledges and agrees that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties

to 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 Lender. Each of the Lenders acknowledges that: (a) it has made its own credit and legal analysis and decision to enter

into this Agreement and the transactions contemplated hereby, 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, (b) the Loan

Documents set forth the terms of a commercial lending facility and (c) it is engaged in making, acquiring, purchasing or holding

commercial loans in the ordinary course and is entering into this Agreement and the other Loan Documents to which it is a party as a

Lender, for the purposes of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to

it, and not for the purpose of investing in the general performance or operations of Borrower and/or any other Loan Party, or for the

purpose of making, acquiring, purchasing or holding any other type of financial instrument such as a security. Each of the Lenders 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 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 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 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. Each Lender also acknowledges and agrees that it will not assert

any claim under any federal or state securities laws or otherwise in contravention of this Section 12.7.

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 held by the

Lender then acting as Administrative Agent) upon 30 days’ prior written notice 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, appoint a successor Administrative Agent, 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 directly, until

such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further,

that such Lenders 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 were itself the Administrative Agent.

Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative

Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Administrative Agent,

and the current Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. .

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.

Section 12.9         Titled

Agents.

Each of the Joint Lead Arrangers,

the Syndication Agents, and the Managing 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, 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.

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       Erroneous

Payments.

(a)           Each

Lender, each other Lender Party and any other party hereto hereby severally agrees that if (i) the Administrative Agent notifies

(which such notice shall be conclusive absent manifest error) such Lender or any other Lender Party (or the Lender Affiliate of a Lender

Party) or any other Person that has received funds from the Administrative Agent or any of its Affiliates, either for its own account

or on behalf of a Lender or other Lender Party (each such recipient, a “Payment Recipient”) that the Administrative

Agent has determined in its sole discretion that any funds received by such Payment Recipient were erroneously transmitted to, or otherwise

erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any Payment

Recipient receives any payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than,

or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any

of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied

by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment,

prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in

error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts

specified in clauses (i) or (ii) of this Section 12.11(a), whether received as a payment, prepayment or repayment

of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”), then,

in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment;

provided that nothing in this Section shall require the Administrative Agent to provide any of the notices specified in clauses (i) or

(ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, and hereby waives

any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative

Agent for the return of any Erroneous Payments, including without limitation waiver of any defense based on “discharge for value”

or any similar doctrine.

(b)           Without

limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above,

it shall promptly notify the Administrative Agent in writing of such occurrence.

the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the

Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent,

and upon demand from the Administrative Agent such Payment Recipient shall (or, shall cause any Person who received any portion of an

Erroneous Payment on its behalf to), promptly, but in all events no later than two Business Days thereafter, return to the Administrative

Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in Same Day Funds and in the currency

so received, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof)

was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds

Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from

time to time in effect.

(d)           In

the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor

by the Administrative Agent in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or

an Affiliate of a Payment Recipient (such unrecovered amount as to such Lender, an “Erroneous Payment Return Deficiency”),

then at the sole discretion of the Administrative Agent and upon the Administrative Agent’s written notice to such Lender (i) such

Lender shall be deemed to have made a cashless assignment of the full face amount of the portion of its Loans of the relevant Class with

respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) to the Administrative Agent

or, at the option of the Administrative Agent, the Administrative Agent’s applicable lending affiliate in an amount that is equal

to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans

of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) plus any accrued and unpaid

interest on such assigned amount, without further consent or approval of any party hereto and without any payment by the Administrative

Agent or its applicable lending affiliate as the assignee of such Erroneous Payment Deficiency Assignment. The parties hereto acknowledge

and agree that (1) any assignment contemplated in this clause (d) shall be made without any requirement for any payment

or other consideration paid by the applicable assignee or received by the assignor, (2) the provisions of this clause (d) shall

govern in the event of any conflict with the terms and conditions of Section 13.5 and (3) the Administrative Agent may

reflect such assignments in the Register without further consent or action by any other Person.

(e)           Each

party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient

that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent (1) shall be subrogated to

all the rights of such Payment Recipient with respect to such amount and (2) is authorized to set off, net and apply any and all

amounts at any time owing to such Payment Recipient under any Loan Document, or otherwise payable or distributable by the Administrative

Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under this Section 12.11

or under the indemnification provisions of this Agreement, (y) the receipt of an Erroneous Payment by a Payment Recipient shall

not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Obligations

owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect

to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other

Loan Party for the purpose of making a payment on the Obligations and (z) to the extent that an Erroneous Payment was in any way

or at any time credited as payment or satisfaction of any of the Obligations, the Obligations or any part thereof that were so credited,

and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue in full force and effect as if such payment

or satisfaction had never been received.

(f)           Each

party’s obligations under this Section 12.11 shall survive the resignation or replacement of the Administrative Agent

or any transfer of right or obligations by, or the replacement of, a Lender or the repayment, satisfaction or discharge of all Obligations

(or any portion thereof) under any Loan Document.

(g)           Nothing

in this Section 12.11 will constitute a waiver or release of any claim of the Administrative Agent hereunder arising from

any Payment Recipient’s receipt of an Erroneous Payment.

(h)           Nothing

in this Section 12.11 shall be interpreted to increase (or accelerate the due date for), or have the effect of increasing

(or accelerating the due date for), any Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations

that would have been payable had an Erroneous Payment not been made as described herein.

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:

Realty Income Corporation

11995 El Camino Real

San Diego, California 92130

Attention: Michelle Bushore, Chief Legal Officer

Telephone Number: (858) 284-5252284-5000

If to the Administrative Agent:

Wells Fargo Bank, National Association

333 S. Grand Avenue, 9th Floor

Los Angeles, CA 90071

Attn: Nina Johnnie

Telephone:       (213) 358-7529

Email Address: nina.c.johnnie@wellsfargo.com

If to the Administrative Agent under

Article II:

Wells Fargo Bank, National Association

Minneapolis Loan Center

600 South 4th Street, 8th Floor

Minneapolis, Minnesota 55415

creloanservicingoperations@wellsfargo.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,

that a Lender 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 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 or any Lender under Article II shall be effective only when actually received. None of the Administrative Agent or

any Lender shall incur any liability to any Loan Party (nor shall the Administrative Agent incur any liability to the Lenders) for acting

upon any telephonic notice referred to in this Agreement which the Administrative Agent 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.

Section 13.2         Expenses.

The Borrower agrees (a) to

pay or reimburse the Administrative Agent and the Joint 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 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 Joint Lead Arrangers, taken as a whole, and one local counsel for the Administrative Agent and the Joint 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 or other similar information transmission systems in connection with the Loan

Documents, (b) to pay or reimburse the Administrative Agent 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 and the Lenders, taken as a whole, and, if necessary,

one local counsel to the Administrative Agent 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 and the Lenders, one

additional primary counsel, and one 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 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 and any Lender (limited to the

reasonable fees and disbursements of one primary counsel to the Administrative Agent and the Lenders, taken as a whole, and, if necessary,

one local counsel to the Administrative Agent 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 and the Lenders, one

additional primary counsel, and one 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 or such Lender

in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Section 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, suchany 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.

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 Lender, each Affiliate of the Administrative Agent 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 a Lender, an Affiliate of a Lender, 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)(other than deposits of

an unaffiliated third party) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender, any Affiliate

of the Administrative Agent 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 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         Litigation;

Jurisdiction; Other Matters; Waivers.

(a)           EACH

PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE BORROWER, THE ADMINISTRATIVE AGENT 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 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 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 OR ANY RELATED PARTY

OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN

ANY FORUM OTHER THAN THE COURTS OF THE STATE OF CALIFORNIA SITTING IN SAN FRANCISCO, AND OF THE UNITED STATES DISTRICT COURT OF THE NORTHERN

DISTRICT OF CALIFORNIA, 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 CALIFORNIA 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 OR ANY LENDER 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

OR ANY LENDER OR THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE

JURISDICTION.

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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

AND THE TERMINATION OF THIS AGREEMENT.

(d)           If,

in any action or proceeding filed in a court of the State of California by or against any party hereto in connection with any of the

transactions contemplated by this Agreement or any other Loan Document, the waiver of jury trial set forth in Section 13.4(a) is

unenforceable, (i) the court must, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure

Section 638 to a referee (who must be a single active or retired judge) to hear and determine all of the issues in such action or

proceeding (whether of fact or of law) and to report a statement of decision; provided that, at the option of any party to such

proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8

may be heard and determined by the court, and (ii) without limiting the generality of Section 13.2, the Borrower will

be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.

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,

(except as expressly provided by Section 13.24),

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) (and, subject to the last sentence of the immediately

following subsection (b), any other attempted assignment or transfer by any party hereto shall be null and void). 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 Commitment 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 an assignment of the entire remaining amount of an assigning Lender’s Commitment of a Class and/or the Loans of

a Class at the time owing to it, or in the case of 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 of the applicable Class (which

for this purpose includes Loans outstanding thereunder) or, if the Commitment of such Class is 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 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 or the Loans of such Class, as applicable, 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 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,

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 10 Business Days after

having received notice thereof; and

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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, an Affiliate of such a Lender or an Approved Fund of such a 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 $4,500 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) 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 holding company, investment vehicle or trust

for, or owned and operated for the primary 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 Term Loan Percentage 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 and each other Lender hereunder

(and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with

its applicable Term Loan 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 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 paragraph 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).

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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”). 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 or the Administrative Agent, sell participations to any

Person (other than a natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit

of, a natural person), a Defaulting Lender 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 Commitments

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 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 such Lender’s Commitment, (x) extend the date fixed for the payment

of principal on the Loans or portions thereof owing to such Lender, (y) reduce 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 all or substantially all of

the Guarantors from their Obligations under the Guaranty except as contemplated by Section 8.14(b) (but, for the avoidance

of doubt, not including amendments or waivers of requirements to join additional Guarantors), 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 and 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 Section 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 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

(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) and

proposed Section 1.163-5(b) of the United States Treasury Regulations. The entries in the Participant Register shall

be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the

owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt,

the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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(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)           [Reserved].

(h)           USA

Patriot Act Notice; Compliance. In order for the Administrative Agent to comply with “know your customer” and Anti-Money

Laundering Laws, including without limitation, the Patriot Act, prior to any Lender 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.

Section 13.6         Amendments

and Waivers.

(a)           Generally.

Except as otherwise expressly provided in this Agreement (including Sections 2.13, 5.2(c) and 13.6(d)), (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. 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, each 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. Notwithstanding anything to the contrary contained

in this Section, the Administrative Agent may, without the consent of any Lender, enter into amendments or modifications to this Agreement

or any of the other Loan Documents or enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in

order to effectuate the terms of Section 5.2(c) in accordance with the terms of Section 5.2.

105

(b)           Additional

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

(i)            increase

(or reinstate) or extend the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of

such Lender (it being understood that a waiver of any condition precedent or the waiver of any Default, Event of Default or mandatory

prepayment shall not constitute an increase or extension of any Commitment);

(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,

that 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 definitions of (A) “Tranche A Term Loan Percentage” without the written consent of each Tranche A Term Loan

Lender or (B) “Tranche B Term Loan Percentage” without the written consent of each Tranche B Term Loan Lender;

(v)           modify

clause (a) of the definition “Term Loan Maturity Date” or otherwise postpone any date fixed for, or forgive, any payment

of principal of, or interest on, any Tranche A Term Loan or for the payment of Fees or any other Obligations owing to any Tranche A

Term Loan Lender, in each case, without the written consent of each Tranche A Term Loan Lender directly affected thereby;

(vi)          modify

clause (b) of the definition “Term Loan Maturity Date” or otherwise postpone any date fixed for, or forgive, any payment

of principal of, or interest on, any Tranche B Term Loan or for the payment of Fees or any other Obligations owing to any Tranche B

Term Loan Lender, in each case, without the written consent of each Tranche B Term Loan Lender directly affected thereby;

(vii)         except

as set forth in clause (d) below, modify the definition of “Term Loan Percentage” or amend or otherwise modify the provisions

of Section 3.2, Section 3.3 or Section 11.5 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;

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(ix)           except

as set forth in clause (d) below, 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 waive any rights hereunder or to modify any provision hereof without the written consent of each Lender;

(x)           except

as set forth in clause (d) below, 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 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; or

(xi)           release

all or substantially all of the Guarantors from their obligations under the Guaranty (except as contemplated by Section 8.14(b))

(but, for the avoidance of doubt, not including amendments or waivers of requirements to join additional Guarantors) without the written

consent of each Lender.;

(xii)         amend

Section 3.9(b) without consent of each Lender directly affected thereby.

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 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 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.

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(d)           Accordion;

Additional Credit Facilities. Notwithstanding anything herein to the contrary, this Agreement (including schedules and exhibits hereto,

as applicable) may be amended solely to give effect to, and/or reflect, any increases to any Commitments in accordance with Section 2.13

and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof

to share ratably in the benefits of this Agreement and the other Loan Documents with the other Loans and the accrued interest and fees

in respect thereof and to include appropriately the Lenders holding such credit facilities in any determination of the Requisite Lenders

and Requisite Class Lenders, as applicable, by, and shall in each case only need the consent of, the Administrative Agent, the Borrower

and such lenders participating in such increase. This Agreement may also be amended with the written consent of the Administrative Agent,

the Borrower and the Requisite Lenders to (i) add one or more additional credit facilities to this Agreement and to permit the extensions

of credit from time to time outstanding thereunder (with specialized repayment terms), and the outstanding principal and accrued interest

and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued

interest and fees in respect thereof and (ii) include appropriately the Lenders holding such credit facilities in any determination

of the Requisite Lenders and Requisite Class Lenders, as applicable. The

Administrative Agent shall provide a copy of each amendment effected pursuant to this Section 13.6(d) to the Lenders.

(e)           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, error 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 in any material respect. Any such amendment shall become effective without

any further action or consent of any other party to this Agreement. The Administrative Agent shall provide a copy of each amendment effected

pursuant to this Section 13.6(e) to the Lenders.

(f)           Other

Consents.

(i)           In

the event that there is (x) an approval by the “Requisite Lenders” (as defined in the Revolving Credit Agreement) of

the addition of an “Unencumbered Asset” which does not meet one or more of the criteria for inclusion set forth in the Revolving

Credit Agreement and herein, or (y) a proposal in writing to modify, amend, waive or restate, terminate or request a consent or

approval with respect to, any provisions in the Revolving Credit Agreement in respect of Guarantors, Unencumbered Assets, reporting requirements,

representations and warranties, affirmative covenants, negative covenants, financial covenants, changes in accounting practices, events

of default, or definitions related thereto (which may include a written waiver of an existing actual or potential default or event of

default that is intended to be eliminated by such modification, amendment, consent, approval, restatement or waiver) (each of the foregoing

in clauses (x) and (y), a “Proposed Modification”), then (A) any Lender shall be deemed to have simultaneously

(and without any further action by any Person) approved the Proposed Modification of any corresponding provision hereof for purposes

of determining if the requisite approvals hereunder have been obtained if such Lender or an Affiliate of such Lender approved the Proposed

Modification under the Revolving Credit Agreement in its capacity as a “Lender” under the Revolving Credit Agreement and

(B) in the case that the Lenders described in clause (A) above constitute the Requisite Lenders, then simultaneously (and without

any further action by any Person) with the agreement to or granting of such Proposed Modification under the Revolving Credit Agreement,

this Agreement shall be deemed modified, amended or restated, or such waiver, consent or approval granted, in a manner consistent with

the Proposed Modifications under the Revolving Credit Agreement, unless such modification, restatement, waiver, consent or approval requires

the consent of each Lender or any other Lender (in addition to the Lenders described in clause (A) above) under Section 13.6(b).

(ii)           In

the event any financial covenants (including any associated definitions) set forth in the Revolving Credit Agreement or any amendment,

modification, supplement, restatement, refinancing (in full) or replacement (in full) thereof, shall be implemented or amended to be

more restrictive on the Borrower than the financial covenants set forth herein in this Agreement (a “More Favorable Financial

Covenant”), the applicable financial covenant(s) set forth in this Agreement and the other Loan Documents shall automatically

be deemed to be amended to conform to the modified covenant(s) in the Revolving Credit Agreement (together with any grace or cure

periods applicable thereto), unless the Requisite Lenders otherwise agree in their sole discretion.

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(iii)           Any

More Favorable Financial Covenant incorporated into this Agreement (herein referred to as an “Incorporated Covenant”)

pursuant to Section 13.6.(f)(ii) shall be deemed automatically amended, supplemented, loosened, excluded, terminated or otherwise

modified herein to reflect any subsequent amendments, supplements, loosenings, terminations, exclusions or any other modifications made

to such More Favorable Financial Covenant under the Revolving Credit Agreement or any amendment, modification, supplement, restatement,

refinancing (in full) or replacement (in full) thereof effected as of the date of such amendments, supplements, loosenings, terminations,

exclusions or any other modifications; provided that no such amendment shall have the effect of making Section 10.1 (and related

definitions as used therein) any less favorable to the Lenders than such Section as set forth in this Agreement as in effect on

the date of this Agreement (or on the date of any later written amendment to, restatement of, or waiver, consent or approval of this

Agreement amending Section 10.1 (and related definitions as used therein) other than any such amendment, restatement, waiver, consent

or approval solely for the purpose of memorializing the incorporation of such Incorporated Covenants to this Agreement).

(iv)           If

requested by the Borrower or the Administrative Agent, the Borrower, the Administrative Agent and each approving Lender (including any

Lender deemed to have approved as described above) shall execute and deliver a written amendment to, restatement of, or waiver, consent

or approval of this Agreement memorializing such modification, restatement, waiver, consent, or approval.

(g)           Reorganization

Amendment. Notwithstanding anything in this Section or any other provision of this Agreement and the Loan Documents to the contrary,

each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended (or amended and restated), without

the consent of any of the Lenders or the Loan Parties (other than the Borrower), to the extent necessary or appropriate in the opinion

of the Administrative Agent and the Borrower, to (i) with respect to the Drop-Down Conversion, effect the OP’s assumption

of all of the Borrower’s liabilities and obligations under, and the Borrower’s transfer and assignment to the OP of all of

the Borrower’s rights and benefits under, this Agreement and the other Loan Documents to which the Borrower is a party as permitted

under Section 13.24, and (ii) effect such other amendments to (or amendment and restatement of) this Agreement and the other

Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect

the provisions of Section 13.24, including, without limitation, to amend representations, covenants and events of default as appropriate

to permit consummation of the Reorganization and reflect the OP (or Wholly Owned Subsidiary of the OP) as the Borrower hereunder, and

the Lenders hereby expressly authorize the Administrative Agent to enter into any such amendments or amendment and restatement. The Administrative

Agent shall provide a copy of each amendment effected pursuant to this Section 13.6(g) to the Lenders.

Section 13.7         Nonliability

of Administrative Agent and Lenders.

The relationship between

the Borrower, on the one hand, and the Lenders and the Administrative Agent, on the other hand, shall be solely that of borrower and

lender. None of the Administrative Agent or any Lender shall have any fiduciary responsibilities to the Borrower and no provision in

this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed

to create any fiduciary duty owing by the Administrative Agent or any Lender to any Lender, the Borrower, any Subsidiary or any other

Loan Party. None of the Administrative Agent or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower

of any matter in connection with any phase of the Borrower’s business or operations.

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Section 13.8         Confidentiality.

The Administrative Agent

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

and the disclosing party will be responsible for its Affiliates’ and its and their respective Related Parties’ compliance

with this Section 13.8); (b) subject to an agreement containing provisions substantially the same as those of this Section 13.8,

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, derivative or other transaction (including, a potential or actual insurer or reinsurer in connection with providing insurance,

reinsurance or credit risk mitigation coverage) under which payments are to be made by reference to the Borrower and its obligations,

this Agreement or payments thereunder; (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 a 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 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 or such Lender to be a breach of this Section 13.8, (ii) becomes

available to the Administrative Agent, any Lender or any Affiliate of the Administrative Agent or any Lender on a nonconfidential basis

from a source other than the Borrower or any Affiliate of the Borrower or (iii) is independently discovered or developed by a party

hereto without utilizing any Information received from the Borrower or violating the terms of this Section; (g) to the extent requested

by, or required to be disclosed to, any nationally recognized rating agency; (h) to bank trade publications, such information to

consist of deal terms and other information customarily found in such publications or to data service providers, including league table

providers, that serve the lending industry; (i) to any other party hereto; and (j) with the prior written consent of the Borrower.

Notwithstanding the foregoing, the Administrative Agent 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 or such Lender or in accordance with the regulatory compliance policy of the Administrative Agent or such Lender. As used in this

Section, the term “Information” means all information received from the Borrower, any other Loan Party, any other

Subsidiary or Affiliate relating to any Loan Party, any other Subsidiary or Affiliate or any of their respective businesses, other than

any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the

Borrower, any other Loan Party, any other Subsidiary or any Affiliate. Any Person required to maintain the confidentiality of Information

as provided in this Section 13.8 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.

For the avoidance of doubt, nothing herein prohibits any individual from communicating or disclosing Information regarding suspected

violations of laws, rules, or regulations to a Governmental Authority or self-regulatory authority without any notification to any Person.

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Section 13.9         Indemnification.

(a)           The

Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Titled Agent, 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 any 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 any counsel for any Indemnified Party (subject to the limitations below)), 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) 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 the use or proposed use of the proceeds therefrom, (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 the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way

connected with the Loans, 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 Joint 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 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 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.

Borrower’s obligations under this Section shall survive any termination of this Agreement and the other Loan Documents and

the payment in full in cash 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.

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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) none of the Lenders is obligated any longer under this Agreement to make any Loans and (b) 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 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

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 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.

Section 13.12       GOVERNING

LAW.

THIS AGREEMENT AND

ANY CLAIM, CONTROVERSY, DISPUTE, OR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE AND WHETHER AT LAW OR IN EQUITY) BASED UPON,

ARISING OUT OF, OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND

CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN

SUCH STATE.

Section 13.13      Counterparts;

Electronic Signatures.

(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.

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(b)           The

words “execute,” “execution,” “signed,” “signature,” “delivery” and words

of like import in or related to this Agreement, any other Loan Document or any document, amendment, approval, consent, waiver, modification,

information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement

or any other Loan Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the

form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries 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 California Uniform Electronic Transactions Act,

or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature

or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same

extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation,

use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format),

or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything

contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in

any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting

the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto,

the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by

or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender,

any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality

of the foregoing, each party hereto hereby (A) 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 and

any of the Loan Parties, electronic images of this Agreement or any other Loan Document (in each case, including with respect to any

signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) 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.

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.

Section 13.15      Independence

of Covenants.

All covenants hereunder shall

be given in any jurisdiction independent effect so that if a particular action or condition is not permitted by any of such covenants,

the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another 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 Lender, or any of their respective Related Parties,

the Borrowerany

Loan Party or any of its Subsidiaries shall have any liability with respect to, and each of the Administrative Agent, the

Lenders and the Borrower (on behalf of itself and the other Loan Parties

and their Subsidiaries) 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 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.

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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,

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,

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       Acknowledgement

and Consent to Bail-in of Affected Financial Institutions.

Notwithstanding anything

to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto

acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is

unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to,

and acknowledges and agrees to be bound by:

(a)           the

application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder

which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)           the

effects of any Bail-In Action on any such liability, including, if applicable:

(i)            a

reduction in full or in part or cancellation of any such liability;

(ii)           a

conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,

its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other

instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any