Form 8-K

8-K — ACADIA REALTY TRUST

Accession: 0001104659-26-045244

Filed: 2026-04-20

Period: 2026-04-17

CIK: 0000899629

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

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

Item: Financial Statements and Exhibits

Documents

8-K — tm2612083d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2612083d1_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2612083d1_8k.htm · Sequence: 1

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0000899629

2026-04-17

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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 (Date of Earliest Event Reported):

April 17, 2026

Acadia Realty Trust

(Exact name of registrant as specified in its

charter)

Maryland

1-12002

23-2715194

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

411

Theodore Fremd Avenue

Suite

300

Rye,

New York 10580

(Address of principal

executive offices) (Zip Code)

(914) 288-8100

(Registrant’s telephone

number, including area code)

(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 exchange on which

registered

Common shares of beneficial interest, par value $0.001 per share

AKR

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 1.01.

Entry into a Material Definitive

Agreement.

On April 17, 2026,

Acadia Realty Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), its general partner,

Acadia Realty Trust, a Maryland real estate investment trust (the “Company”), and certain of the Operating

Partnership’s subsidiaries as co-borrowers, entered into a Fourth Amended and Restated Credit Agreement (the “Fourth

Amended and Restated Credit Facility”) with Bank of America, N.A., as administrative agent (the “Administrative

Agent”), Wells Fargo Bank, National Association, M&T Bank, Truist Bank, and PNC Bank, National Association, as syndication

agents, BofA Securities, Inc. and Wells Fargo Securities, LLC, as joint bookrunners, BofA Securities, Inc., Wells Fargo Securities,

LLC, M&T Bank, Truist Securities, Inc. and PNC Capital Markets LLC, as joint lead arrangers, Citizens Bank, N.A, JPMorgan Chase

Bank, N.A. and TD Bank, as documentation agents, and the lenders and letter of credit issuers party thereto. The Fourth Amended and

Restated Credit Facility amends and restates the Third Amended and Restated Credit Agreement entered into on April 15, 2024 by and

among the same parties (as amended, the “Existing Credit Facility”).

The Fourth Amended

and Restated Credit Facility extends the term of the $525.0 million revolving credit facility (the “Revolving Facility”)

from April 15, 2028 to April 17, 2030 (with two additional six-month extension options), which includes the capacity to issue

letters of credit in an amount of up to $60.0 million. The Fourth Amended and Restated Credit Facility also provides for a new

$137.5 million term loan (“Term Loan A-3”) with a maturity date of April 17, 2031 and increases the existing term loan

of $400.0 million with a maturity date of April 15, 2028 to $512.5 million with a maturity date of April 17, 2031 (“Term Loan

A-1” and, collectively with Term Loan A-2 (as defined below) and Term Loan A-3, the “Term Loan Facility”). Similar

to the Existing Credit Facility, the Fourth Amended and Restated Credit Facility includes a term loan facility of $250.0 million

with a maturity date of May 29, 2030 (“Term Loan A-2”). The Fourth Amended and Restated Credit Facility has an accordion

feature to increase its capacity to up to $2.0 billion at the option of the Operating Partnership, subject to certain customary

conditions.

The Company and certain

subsidiaries of the Operating Partnership are the guarantors of the obligations of the Operating Partnership under the Fourth Amended

and Restated Credit Facility. Prior to obtaining a credit rating of at least BBB- from S&P or Baa3 from Moody’s, each subsidiary

that owns properties included in calculating compliance with financial covenants will be required to be a guarantor under the Fourth Amended

and Restated Credit Facility.

Borrowings under the

Revolving Facility and the Term Loan Facility will accrue interest, at the Operating Partnership’s election, at the Secured Overnight

Financing Rate (“SOFR”) plus an applicable margin or at the base rate plus an applicable margin. The base rate is the highest

of (i) the Federal Funds Rate plus 0.5%, (ii) the Bank of America prime rate, (iii) one month Term SOFR plus 1%, and (iv) 1%. The applicable

margin is a percentage per annum based on (i) a pricing level determined by the Company’s leverage ratio, or (ii) a pricing level

determined by the Company’s debt ratings if the Operating Partnership makes an irrevocable credit rating election after obtaining

a credit rating of at least BBB- from S&P or Baa3 from Moody’s. As of the closing date, (i) for the revolving credit facility,

the applicable margin for SOFR loans was 1.00% and the applicable margin for base rate loans was 0.00%, (ii) for Term Loan A-1 and Term

Loan A-3, the applicable margin for SOFR loans was 1.15% and the applicable margin for base rate loans was 0.15% and (iii) for Term Loan

A-2, the applicable margin for SOFR loans was 1.20% and the applicable margin for base rate loans was 0.20%.

The Operating Partnership

has the right to terminate or reduce unused commitments under any facility without penalty or premium.

The Fourth Amended and

Restated Credit Facility is subject to compliance with a number of customary restrictive covenants, including financial covenants. The

Fourth Amended and Restated Credit Facility also includes certain limitations on dividend payouts and distributions, and other customary

affirmative and negative covenants.

The above summary of

the Fourth Amended and Restated Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full

text of the Fourth Amended and Restated Credit Facility, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K

and incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an

Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this

Current Report on Form 8-K is hereby incorporated in this Item 2.03 by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

10.1

Fourth

Amended and Restated Credit Agreement, dated as of April 17, 2026, by and among Acadia Realty Limited Partnership, certain

subsidiaries of Acadia Realty Limited Partnership, Acadia Realty Trust, and Bank of America, N.A., as administrative agent, Wells

Fargo Bank, National Association, M&T Bank, Truist Bank, and PNC Bank, National Association, as syndication agents, BofA

Securities, Inc. and Wells Fargo Securities, LLC, as joint bookrunners, BofA Securities, Inc., Wells Fargo Securities, LLC, M&T

Bank, Truist Securities, Inc. and PNC Capital Markets LLC, as joint lead arrangers, Citizens Bank, N.A, JPMorgan Chase Bank, N.A.

and TD Bank, as documentation agents, and the lenders and letter of credit issuers party thereto

104

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

ACADIA REALTY TRUST

Dated:

(Registrant)

April 20, 2026

By:

/s/ John Gottfried

Name:

John Gottfried

Title:

Executive Vice President and Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2612083d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Published Deal CUSIP Number: 00423GAN3

Published Revolver CUSIP Number: 00423GAP8

Published Term A-1 CUSIP Number: 00423GAQ6

Published Term A-2 CUSIP Number: 00423GAR4

Published Term A-3 CUSIP Number: 00423GAS2

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of April 17, 2026

among

ACADIA REALTY LIMITED PARTNERSHIP,

ALBEE RETAIL DEVELOPMENT LLC, ALBEE DEVELOPMENT

LLC

AND

ALBEE PHASE 3 DEVELOPMENT LLC

as Borrowers,

and

ACADIA REALTY TRUST

and

CERTAIN SUBSIDIARIES OF ACADIA REALTY LIMITED PARTNERSHIP

FROM TIME TO TIME PARTY HERETO,

as Guarantors

BANK OF AMERICA, N.A.,

as Administrative Agent

WELLS FARGO BANK, NATIONAL ASSOCIATION, M&T

BANK

TRUIST BANK and PNC BANK, NATIONAL ASSOCIATION,

as Syndication Agents

and

The Lenders and L/C Issuers Party Hereto

BOFA SECURITIES, INC. and WELLS

FARGO SECURITIES, LLC,

as Joint Bookrunners

BOFA SECURITIES, INC., WELLS FARGO SECURITIES,

LLC, M&T BANK,

TRUIST SECURITIES, INC. and PNC CAPITAL MARKETS LLC

as Joint Lead Arrangers

and

CITIZENS BANK, N.A., JPMORGAN CHASE BANK. N.A.,

and TD BANK,

as Documentation Agents

TABLE

OF CONTENTS

Section

Page

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

1.01

Defined Terms

1.02

Other Interpretive Provisions

1.03

Accounting Terms

1.04

Rounding

1.05

Times of Day

1.06

Letter of Credit Amounts

1.07

Interest Rates

ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01

Committed Loans

2.02

Borrowings, Conversions and Continuations of Committed Loans

2.03

Letters of Credit

2.04

[Intentionally Omitted]

2.05

Prepayments

2.06

Termination or Reduction of Commitments

2.07

Repayment of Loans

2.08

Interest

2.09

Fees

2.10

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate

2.11

Evidence of Debt

2.12

Payments Generally; Administrative Agent’s Clawback

2.13

Sharing of Payments by Lenders

2.14

Extension of Maturity Date in respect of Revolving Credit Facility

2.15

Increase in Facilities

2.16

Cash Collateral

2.17

Defaulting Lenders

2.18

Joint and Several Nature of Borrowers’ Obligations

ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01

Taxes

3.02

Illegality

3.03

Inability to Determine Rates; Replacement of Successor Rates

3.04

Increased Costs

3.05

Compensation for Losses

3.06

Mitigation Obligations; Replacement of Lenders

3.07

[Intentionally Omitted]

3.08

Survival

ARTICLE IV.

CONDITIONS PRECEDENT TO Credit Extensions

4.01

Conditions of Effectiveness

4.02

Conditions to all Credit Extensions

ARTICLE V.

REPRESENTATIONS AND WARRANTIES

5.01

Existence, Qualification and Power

5.02

Authorization; No Contravention

5.03

Governmental Authorization; Other Consents

5.04

Binding Effect

5.05

Financial Statements; No Material Adverse Effect

5.06

Litigation

5.07

No Default

5.08

Ownership of Property

5.09

Environmental Compliance

5.10

Insurance

5.11

Taxes

5.12

ERISA Compliance

100

5.13

Subsidiaries; Equity Interests

100

5.14

Margin Regulations; Investment Company Act

101

5.15

Disclosure

101

5.16

Compliance with Laws

101

5.17

Taxpayer Identification Number

101

5.18

Intellectual Property; Licenses, Etc.

102

5.19

OFAC and Outbound Investment Rules

102

5.20

Solvency

102

5.21

REIT Status; Stock Exchange Listing

102

5.22

Subsidiary Guarantors

102

5.23

Anti-Corruption Laws; Anti-Money Laundering Laws

103

5.24

Affected Financial Institution

103

5.25

Covered Entities

103

ARTICLE VI.

AFFIRMATIVE COVENANTS

103

6.01

Financial Statements

103

6.02

Certificates; Other Information

104

6.03

Notices

106

6.04

Payment of Obligations

107

6.05

Preservation of Existence, Etc.

107

6.06

Maintenance of Properties

107

6.07

Maintenance of Insurance

108

6.08

Compliance with Laws

108

6.09

Books and Records

108

6.10

Inspection Rights

108

6.11

Use of Proceeds

108

6.12

Additional Guarantors

109

6.13

Compliance with Environmental Laws

109

6.14

Further Assurances

110

6.15

Maintenance of REIT Status; Stock Exchange Listing

110

6.16

Material Contracts

110

6.17

[Intentionally Omitted]

110

6.18

Minimum Occupancy of Unencumbered Properties

110

6.19

Compliance with Terms of Leases

111

6.20

Anti-Corruption Laws; Sanctions; Anti-Money Laundering Laws

111

ARTICLE VII.

NEGATIVE COVENANTS

111

7.01

Liens

111

7.02

Investments

111

7.03

Indebtedness

112

7.04

Fundamental Changes

112

7.05

Dispositions

113

7.06

Restricted Payments

114

7.07

Change in Nature of Business

115

7.08

Transactions with Affiliates

115

7.09

Burdensome Agreements

116

7.10

Use of Proceeds

116

7.11

Financial Covenants

116

7.12

Accounting Changes

117

7.13

Amendments of Organization Documents

117

7.14

Sanctions

117

7.15

Subsidiaries of REIT

118

7.16

Anti-Corruption Laws; Anti-Money Laundering Laws

118

7.17

Swap Contracts

118

7.18

Outbound Investment Rules

118

ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES

118

8.01

Events of Default

118

8.02

Remedies Upon Event of Default

121

8.03

Application of Funds

122

ARTICLE IX.

ADMINISTRATIVE AGENT

123

9.01

Appointment and Authority

123

9.02

Rights as a Lender

123

9.03

Exculpatory Provisions

123

9.04

Reliance by Administrative Agent

124

9.05

Delegation of Duties

125

9.06

Resignation of Administrative Agent

125

9.07

Non-Reliance on Administrative Agent, Arrangers, Bookrunners and Other Lenders

127

9.08

No Other Duties, Etc.

127

9.09

Administrative Agent May File Proofs of Claim

128

9.10

Guaranty Matters

128

9.11

Certain ERISA Matters

129

9.12

Recovery of Erroneous Payments

130

9.13

Administrative Agent May File Proofs of Claim; Credit Bidding

130

9.14

Collateral and Related Matters

132

ARTICLE X.

CONTINUING GUARANTY

132

10.01

Guaranty

132

10.02

Rights of Lenders

133

iii

10.03

Certain Waivers

133

10.04

Obligations Independent

134

10.05

Subrogation

134

10.06

Termination; Reinstatement

134

10.07

Subordination

135

10.08

Stay of Acceleration

135

10.09

Condition of the Borrowers

135

10.10

Limitations on Enforcement

135

10.11

Contribution

136

10.12

Release of Subsidiary Guarantors and Re-designation of Unencumbered Properties

136

ARTICLE XI.

MISCELLANEOUS

140

11.01

Amendments, Etc.

140

11.02

Notices; Effectiveness; Electronic Communication

143

11.03

No Waiver; Cumulative Remedies; Enforcement

145

11.04

Expenses; Indemnity; Damage Waiver

145

11.05

Payments Set Aside

147

11.06

Successors and Assigns

148

11.07

Treatment of Certain Information; Confidentiality

154

11.08

Right of Setoff

155

11.09

Interest Rate Limitation

156

11.10

Integration; Effectiveness

156

11.11

Survival of Representations and Warranties

156

11.12

Severability

156

11.13

Replacement of Lenders

157

11.14

Governing Law; Jurisdiction; Etc.

158

11.15

Waiver of Jury Trial

159

11.16

No Advisory or Fiduciary Responsibility

159

11.17

Electronic Execution; Electronic Records; Counterparts

160

11.18

USA PATRIOT Act

161

11.19

Responsible Officers

161

11.20

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

161

11.21

No Novation; Departing Lenders

162

11.22

Acknowledgement Regarding Any Supported QFCs

163

11.23

ENTIRE AGREEMENT

164

11.24

Modification of Specified Provisions

164

11.25

New York Mortgages

165

SCHEDULES

1.01

Existing Letters of Credit

2.01

Commitments, Applicable Percentages and Letter of Credit Sublimits

5.05

Supplement to Interim Financial Statements

5.13

Subsidiaries; Jurisdiction of Incorporation/Organization and Principal Place of Business

11.02

Administrative Agent’s Office; Certain Addresses for Notices; Taxpayer Identification Numbers

EXHIBITS

Form of

Committed Loan Notice

[Reserved]

C-1

Revolving Credit Note

C-2

Term A-1 Note

C-3

Term A-2 Note

C-4

Term A-3 Note

Compliance Certificate

E-1

Assignment and Assumption

E-2

Administrative Questionnaire

Form of Notice of Loan Prepayment

Joinder Agreement

U.S. Tax Compliance Certificates

Solvency Certificate

Borrower Detail Form

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT (this “Agreement”) is entered into as of April 17, 2026, among ACADIA REALTY LIMITED PARTNERSHIP,

a Delaware limited partnership (the “Parent Borrower”), ALBEE RETAIL DEVELOPMENT LLC, a Delaware limited liability

company, ALBEE DEVELOPMENT LLC, a Delaware limited liability company, and ALBEE PHASE 3 DEVELOPMENT LLC, a Delaware limited liability

company (collectively, the “City Point Borrowers”; together with the Parent Borrower, each a “Borrower”

and collectively the “Borrowers”), ACADIA REALTY TRUST, a Maryland real estate investment trust (the “REIT”)

and certain subsidiaries of the Parent Borrower from time to time party hereto, as Guarantors, each lender from time to time party hereto

(collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A. and WELLS FARGO

BANK, NATIONAL ASSOCIATION, as L/C Issuers, and BANK OF AMERICA, N.A., as Administrative Agent.

The Parent Borrower, the

REIT, the subsidiaries of the Parent Borrower party thereto as guarantors, the lenders party thereto, the swing line lender party thereto,

the letter of credit issuer party thereto and the Administrative Agent are party to that certain Third Amended and Restated Credit Agreement,

dated as of April 15, 2024 (as amended or otherwise modified prior to the date hereof, the “Existing Credit Agreement”).

The parties hereto desire to amend and restate the Existing Credit Agreement in its entirety, but not as a novation, on the terms and

subject to the conditions hereinafter set forth.

In consideration of the mutual

covenants and agreements herein contained, the parties hereto hereby agree that the Existing Credit Agreement shall be, and hereby is,

amended and restated in its entirety as follows, effective on and as of the Restatement Effective Date, and hereby further covenant and

agree as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

1.01            Defined

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

“Act”

has the meaning specified in Section 11.18.

“Adjusted EBITDA”

means, as of any date of determination, (i) EBITDA for the then most recently ended period of four consecutive fiscal quarters minus

(ii) the aggregate Annual Capital Expenditure Adjustment for all Properties owned by one or more members of the Consolidated Group,

provided that with respect to any Non-Wholly Owned Consolidated Subsidiary, only the Consolidated Group Pro Rata Share of the

aggregate Annual Capital Expenditure Adjustment attributable to Properties owned by such Non-Wholly Owned Consolidated Subsidiary shall

be included in the calculation of Adjusted EBITDA, minus (iii) the Consolidated Group Pro Rata Share of the aggregate Annual

Capital Expenditure Adjustment for all Properties owned by one or more Unconsolidated Affiliates.

“Administrative

Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative

agent.

“Administrative

Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule

11.02, or such other address or account as the Administrative Agent may from time to time notify to the Parent Borrower and the Lenders.

“Administrative

Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-2 or any other form

approved by the Administrative Agent.

“Affected Financial

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

“Affiliate”

means, with respect to 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. For the avoidance of doubt, in no event shall any Arranger, any

Bookrunner, the Administrative Agent, any Syndication Agent or any Documentation Agent listed on the cover page hereof or any Lender,

in their capacities as such, be deemed to be an affiliate of any Borrower.

“Aggregate Deficit

Amount” has the meaning specified in Section 10.11.

“Aggregate Excess

Amount” has the meaning specified in Section 10.11.

“Agreement”

has the meaning specified in the first introductory paragraph hereto.

“Annual Capital

Expenditure Adjustment” means, for any Property, an amount equal to the product of (i) $0.20 multiplied by (ii) the

aggregate net rentable area (determined on a square feet basis) of such Property.

“Applicable

Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject. For purposes

of Section 3.01, the term “Applicable Law” shall include FATCA.

“Applicable Percentage”

means (a) in respect of the Term A-1 Facility, with respect to any Term A-1 Lender at any time, the percentage (carried out to the

ninth decimal place) of the Term A-1 Facility represented by (i) on or prior to the Restatement Effective Date, such Term A-1 Lender’s

Term A-1 Commitment at such time, and (ii) thereafter, the principal amount of such Term A-1 Lender’s Term A-1 Loans at such

time, (b) in respect of the Term A-2 Facility, with respect to any Term A-2 Lender at any time, the percentage (carried out to the

ninth decimal place) of the Term A-2 Facility represented by (i) on or prior to the Restatement Effective Date, such Term A-2 Lender’s

Term A-2 Commitment at such time, and (ii) thereafter, the principal amount of such Term A-2 Lender’s Term A-2 Loans at such

time, (c) in respect of the Term A-3 Facility, with respect to any Term A-3 Lender at any time, the percentage (carried out to the

ninth decimal place) of the Term A-3 Facility represented by (i) on or prior to the Restatement Effective Date, such Term A-3 Lender’s

Term A-3 Commitment at such time, and (ii) thereafter, the principal amount of such Term A-3 Lender’s Term A-3 Loans at such

time, and (d) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage

(carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving

Credit Commitment at such time, subject to adjustment as provided in Section 2.17. If the commitment of each Revolving Credit

Lender to make Revolving Credit Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant

to Section 8.02 or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit

Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender

in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments made in accordance with

the terms of this Agreement. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name

of such Lender on Schedule 2.01 or in the Assignment and Assumption or New Lender Joinder Agreement pursuant to which such

Lender becomes a party hereto, as applicable.

“Applicable Rate”

means (i) at any time prior to the Investment Grade Pricing Effective Date, the Leverage-Based Applicable Rate in effect at such

time and (ii) at any time on and after the Investment Grade Pricing Effective Date, the Ratings-Based Applicable Rate in effect

at such time.

“Applicable Revolving

Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable

Percentage in respect of the Revolving Credit Facility at such time.

“Appropriate Lender”

means, at any time, (a) with respect to the Term A-1 Facility, the Term A-2 Facility, the Term A-3 Facility or the Revolving Credit

Facility, a Lender that has a Commitment with respect to such Facility or holds a Term A-1 Loan, a Term A-2 Loan, a Term A-3 Loan or

a Revolving Credit Loan, respectively, at such time and (b) with respect to the Letter of Credit Subfacility, (i) the L/C Issuers

and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders.

“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 an entity that administers or manages a Lender.

“Arrangers”

means BofA Securities, Wells Fargo Securities, LLC, M&T Bank, Truist Securities, Inc. and PNC Capital Markets LLC, in their

capacities as joint lead arrangers.

“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 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E-1

or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“Attributable Indebtedness”

means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance

sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the

capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that

would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument

were accounted for as a capital lease.

“Audited Financial

Statements” means the audited consolidated balance sheet of the REIT for the fiscal year ended December 31, 2025, and

the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the REIT,

including the notes thereto.

“Availability Period”

means, in respect of the Revolving Credit Facility, the period from and including the Restatement Effective Date to the earliest of (a) the

Maturity Date for the Revolving Credit Facility, (b) the date of termination of the Revolving Credit Facility pursuant to Section 2.06,

and (c) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation

of each L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

“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, rule, regulation 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).

“Bank of America”

means Bank of America, N.A. and its successors.

“Base Rate”

means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the

rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” (c) Term

SOFR (determined in accordance with clause (b) of the definition thereof) plus 1.00% and (d) 1.00%. The “prime

rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general

economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below

such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day

specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03,

then the Base Rate shall be the greatest of clauses (a), (b) and (d) above and shall be determined without reference to clause

“Base Rate Committed

Loan” means a Committed Loan that is a Base Rate Loan.

“Base Rate Loan”

means a Loan that bears interest based on the Base Rate.

“Base Rate Revolving

Credit Loan” means a Revolving Credit Loan that is a Base Rate Loan.

“Beneficial Ownership

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

“Beneficial Ownership

Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan”

means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”

as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42)

or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan”

or “plan”.

“BofA Securities”

means BofA Securities, Inc. and its successors.

“Bookrunners”

means BofA Securities and Wells Fargo Securities, LLC, in their capacities as joint bookrunners.

“Borrower”

and “Borrowers” have the respective meanings specified in the first introductory paragraph hereto.

“Borrower Materials”

has the meaning specified in Section 6.02.

“Borrower Detail

Form” means, as to any Borrower, such Borrower’s contact information, loan disbursement and payment instructions provided

in the form attached hereto as Exhibit J. The Administrative Agent is authorized to follow the instructions in any Borrower

Detail Form delivered to the Administrative Agent until five (5) Business Days following receipt of a new Borrower Detail Form accompanied

by evidence, reasonably satisfactory to the Administrative Agent, of the authority of the Person executing such new Borrower Detail Form.

“Borrowing”

means a Committed Borrowing.

“Business Day”

means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are

in fact closed in, the state where the Administrative Agent’s Office is located.

“Capitalization

Rate” means six and one-quarter percent (6.25%).

“Cash Collateralize”

means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or the Lenders,

as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit

account balances or, if the Administrative Agent and the applicable L/C Issuer(s) shall agree in their sole discretion, other credit

support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and such L/C Issuer(s).

“Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral

and other credit support.

“Cash Equivalents”

means:

(a)            United

States dollars (including such dollars as are held as overnight bank deposits and demand deposits with banks);

(b)           marketable

direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency or instrumentality

thereof and backed by the full faith and credit of the United States of America, in each case maturing within one year from the date

of acquisition thereof;

direct obligations issued by any State of the United States of America or any political subdivision of any such State or any public instrumentality

thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having a rating of at least A-2

from S&P or at least P-2 from Moody’s;

(d)            commercial

paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-2

from S&P or at least P-2 from Moody’s;

(e)            time

deposits, demand deposits, certificates of deposit, eurodollar time deposits, time deposit accounts, term deposit accounts or bankers’

acceptances maturing within one year from the date of acquisition thereof or overnight bank deposits, in each case, issued by any bank

organized under the laws of the United States of America or any State thereof or the District of Columbia or any U.S. branch of a foreign

bank having at the date of acquisition thereof combined capital and surplus of not less than $1,000,000,000; and

(f)            investments

in money market funds which invest substantially all their assets in securities of the types described in clauses (a) through

(e) above.

“CFTC”

means the Commodity and Futures Trading Commission, and any successor thereto.

“CFTC Regulations”

means any and all regulations, rules, directives, or orders now or hereafter promulgated or issued by CFTC relating to Swap Contracts.

“Change in Law”

means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule,

regulation or treaty, (b) any change in any law, rule, regulation (including, without limitation, Regulation D issued by the FRB)

or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the

making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority;

provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection

Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and

(y) all requests, rules, guidelines or 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 “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Change of Control”

means an event or series of events by which:

(a)            any

“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange

Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity

as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3

and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership”

of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the

passage of time (such right, an “option right”)), directly or indirectly, of 30% or more of the equity securities

of the REIT entitled to vote for members of the board of directors or equivalent governing body of the REIT on a fully-diluted basis

(and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);

(b)            during

any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the REIT

cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period,

(ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above

constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose

election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and

(ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body;

passage of thirty days from the date upon which any Person or two or more Persons acting in concert shall have acquired by contract or

otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition

of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the REIT, or control over

the equity securities of the REIT entitled to vote for members of the board of directors or equivalent governing body of the REIT on

a fully-diluted basis (and taking into account all such securities that such Person or group has the right to acquire pursuant to any

option right) representing 25% or more of the combined voting power of such securities; or

(d)            (i) the

REIT shall cease to be the sole general partner of the Parent Borrower or shall cease to own, directly, (x) 100% of the general

partnership interests of the Parent Borrower and (y) Equity Interests of the Parent Borrower representing at least 50.1% of the

total economic interests of the Equity Interests of the Parent Borrower, in each case free and clear of all Liens (other than Permitted

Equity Encumbrances) or (ii) any holder of a limited partnership interest in the Parent Borrower is provided with or obtains voting

rights with respect to such limited partnership interest that are more expansive in any respect than the voting rights afforded to limited

partners of the Parent Borrower under the Organization Documents of the Parent Borrower in effect on the Restatement Effective Date.

“City Point Borrowers”

has the meaning set forth in the first introductory paragraph of this Agreement.

“City Point Mortgage”

means that certain Consolidated Leasehold Mortgage, dated August 6, 2025, in the amount of $137,500,000 from the City Point Borrowers,

as mortgagors, in favor of Bank of America, N.A., as administrative agent, as mortgagee, which is secured by certain Properties and related

assets identified therein that are located in Brooklyn, New York.

“City Point Mortgage

Properties” means the Properties and other assets that are pledged by the City Point Borrowers pursuant to the City Point Mortgage.

“CME”

means CME Group Benchmark Administration Limited.

“Code”

means the Internal Revenue Code of 1986.

“Commitment”

means a Term A-1 Commitment, a Term A-2 Commitment, a Term A-3 Commitment or a Revolving Credit Commitment, as the context may require.

“Commitment Increase

Amendment” has the meaning specified in Section 2.15(g).

“Committed Borrowing”

means a Revolving Credit Borrowing, a Term A-1 Borrowing, a Term A-2 Borrowing, a Term A-3 Borrowing or an Incremental Term Loan Borrowing,

as the context may require.

“Committed Loan”

means a Term A-1 Loan, a Term A-2 Loan, a Term A-3 Loan or a Revolving Credit Loan, as the context may require.

“Committed Loan

Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to another,

or (c) a continuation of Term SOFR Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A

or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission

system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Parent Borrower.

“Communication”

means this Agreement, any Loan Document and any document, any amendment, approval, consent, information, notice, certificate, request,

statement, disclosure or authorization related to any Loan Document.

“Compliance Certificate”

means a certificate substantially in the form of Exhibit D.

“Conforming Changes”

means, with respect to the use, administration of or any conventions associated with SOFR, any proposed Successor Rate, Daily Simple

SOFR or Term SOFR, as applicable, any conforming changes to the definitions related thereto, including “Base Rate, “SOFR”,

“Daily Simple SOFR, “Term SOFR” and “Interest Period”, timing and frequency of determining rates and making

payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions

of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment,

conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent,

to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative

Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion

of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such

other manner of administration as the Administrative Agent determines, in consultation with the Parent Borrower, is reasonably necessary

in connection with the administration of this Agreement and any other Loan Document).

“Connection Income

Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise

Taxes or branch profits Taxes.

“Consolidated Group”

means, collectively, the Loan Parties and their Consolidated Subsidiaries.

“Consolidated Group

Pro Rata Share” means, with respect to any Unconsolidated Affiliate or any Non-Wholly Owned Consolidated Subsidiary, (i) other

than with respect to the City Point Borrowers, (a) the percentage interest held by the REIT and its Wholly Owned Subsidiaries, in

the aggregate, in such Person determined by calculating the percentage of Equity Interests of such Person owned by the REIT and its Wholly

Owned Subsidiaries or (b) the REIT and its Wholly Owned Subsidiaries’ relative direct and indirect economic interest (calculated

as a percentage) in such Person 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 Person and (ii) with respect to the City Point Borrowers, 100%.

“Consolidated Subsidiaries”

means, as to any Person, all Subsidiaries of such Person that are consolidated with such Person for financial reporting purposes under

GAAP.

“Contractual Obligation”

means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to

which such Person is a party or by which it or any of its property is bound.

“Control”

means the possession, directly or indirectly, of the power to direct or cause the 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.

“Controlled Joint

Venture” means a Subsidiary of the Parent Borrower (the “Designated Subsidiary”) that meets each of the

following requirements: (i) the Designated Subsidiary owns or ground leases a Property (the “Designated Property”);

(ii) the Parent Borrower (either directly or through Wholly Owned Subsidiaries thereof that are not Controlled Joint Ventures) (A) owns

100% of all voting Equity Interests in the Designated Subsidiary and (B) has exclusive operational control over the Designated Property

and the Designated Subsidiary, including the ability to cause the Designated Subsidiary to Dispose of, grant Liens in, or otherwise encumber

the Designated Property and other assets, incur, repay and prepay Indebtedness, provide Guarantees and make Restricted Payments, in each

case without any requirement for the consent of any other Person; and (iii) no Person other than the Parent Borrower is entitled

to receive any distributions or other payments from the Designated Subsidiary except upon Disposition of the Designated Property.

“Credit Extension”

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

“Creditor Parties”

means, collectively, the Administrative Agent (including in its capacity as mortgagee under any New York Mortgage), the Lenders, the

L/C Issuers and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05,

and the other Persons to whom the Obligations are owing.

“Daily Simple SOFR”

means the rate per annum equal to SOFR determined for any day pursuant to the definition thereof. Any change in Daily Simple

SOFR shall be effective from and including the date of such change without further notice. If the rate as so determined would be less

than zero, such rate shall be deemed to be zero for purposes of this Agreement and the other Loan Documents.

“Daily

SOFR Loan” means a Committed Loan that bears interest at a rate based on Daily Simple SOFR.

“Debt Rating”

means, as of any date of determination, the rating assigned by a Rating Agency to the REIT’s non-credit enhanced, senior unsecured

long term debt as in effect on such date.

“Debtor Relief Laws”

means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of

creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or

other applicable jurisdictions from time to time in effect.

“Default”

means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,

would be an Event of Default.

“Default Rate”

means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate,

plus (ii) the Applicable Rate for Base Rate Loans under the Revolving Credit Facility (determined using the highest pricing

level applied in the then applicable Pricing Grid), plus (iii) 2.00% per annum; provided, however, that (x) with

respect to a Base Rate Loan, the Default Rate shall be an interest rate equal to (i) the Base Rate, plus (ii) the Applicable

Rate for Base Rate Loans for the Facility under which such Loan was made (determined using the highest pricing level applied in the then

applicable Pricing Grid), plus (iii) 2.00% per annum, (y) with respect to a Term SOFR Loan, the Default Rate shall be

an interest rate equal to (i) Term SOFR, plus (ii) the Applicable Rate for Term SOFR Loans for the Facility under which

such Loan was made (determined using the highest pricing level applied in the then applicable Pricing Grid), plus (iii) 2.00%

per annum, and (z) with respect to a Daily SOFR Loan, the Default Rate shall be an interest rate equal to (i) Daily Simple

SOFR, plus (ii) the Applicable Rate for Daily SOFR Loans for the Facility under which such Loan was made (determined using

the highest pricing level applied in the then applicable Pricing Grid), plus (iii) 2.00% per annum, and (b) when used

with respect to Letter of Credit Fees, a rate equal to the Applicable Rate then applicable to Letter of Credit Fees, plus 2.00%

per annum.

“Defaulting Lender”

means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within

three Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent

and the Parent Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent

to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing)

has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer or any Lender any other amount required to be paid

by it hereunder (including in respect of its participation in Letters of Credit or amounts payable pursuant to Section 11.04(c))

within three Business Days of the date when due, (b) has notified the Parent Borrower, the Administrative Agent or any L/C Issuer

in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless

such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is

based on such Lender’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 three

Business Days after written request by the Administrative Agent or the Parent Borrower, to confirm in writing to the Administrative Agent

and the Parent 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 Parent 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 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, and of the effective

date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender

(subject to Section 2.17(b)) as of the date established therefor by the Administrative Agent in a written notice of such

determination, which shall be delivered by the Administrative Agent to the Parent Borrower, each L/C Issuer and each other Lender promptly

following such determination.

“Departing Lender”

has the meaning set forth in Section 11.21(a).

“Designated Jurisdiction”

means any region, country or territory to the extent that such country, region or territory itself or the government of any such country,

region or territory, is the subject of any Sanction.

“Development Property”

means a Property (a) the primary purpose of which is to be leased in the ordinary course of business or to be sold upon completion,

(b) on which construction, redevelopment or material rehabilitation of material improvements has commenced and is continuing to

be performed and (c) that is classified as “development in progress” on the Parent Borrower’s balance sheet or

as a redevelopment project in any publicly filed financial and operating reporting supplement of the REIT, with any such Property remaining

as a Development Property until the earlier of (i) such Property achieving an occupancy rate of 75% (based on net leasable area)

and (ii) the first anniversary of the substantial completion of construction of such Property and material improvements as evidenced

by a temporary or permanent certificate of occupancy; for the avoidance of doubt, on the date of the earlier of the occurrence of clause

(i) or clause (ii) such Property will become a Newly Stabilized Property.

“Direct Owner”

means, (i) as to any Unencumbered Property that is owned by or ground leased to a Subsidiary of the Parent Borrower, the Subsidiary

of the Parent Borrower that directly owns or ground leases such Unencumbered Property, (ii) as to any Unencumbered First Mortgage

Receivable held by a Subsidiary of the Parent Borrower, the Subsidiary of the Parent Borrower that directly holds such Unencumbered First

Mortgage Loan Receivable.

“Disposition”

or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction)

of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or

accounts receivable or any rights and claims associated therewith and including any disposition of property to a Division Successor pursuant

to a Division.

“Dividing Person”

has the meaning given that term in the definition of “Division.”

“Division”

means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or

more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing

Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor”

means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities

and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person

which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence

of such Division.

“Disqualified Institution”

means (a) any competitor of the REIT and its Affiliates that has been specifically identified by name on the DQ List and (b) an

Affiliate of any such identified Person that (i) has been specifically identified to the Administrative Agent in writing by the

Parent Borrower or (ii) is clearly identifiable on the basis of such Affiliate’s name; provided that “Disqualified

Institutions” shall exclude any Person that the Parent Borrower has designated as no longer being a “Disqualified Institution”

by written notice delivered to the Administrative Agent and the Lenders from time to time until such time as Parent Borrower has, in

accordance with the terms of this Agreement, re-designated such Person as a “Disqualified Institution”.

“Dollar”

and “$” mean lawful money of the United States.

“Domestic Subsidiary”

means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“DQ List”

means the list of Disqualified Institutions provided by the Parent Borrower to the Administrative Agent prior to the Restatement Effective

Date, as the same may be updated in writing from time to time after the Restatement Effective Date upon notice from the Parent Borrower

to the Administrative Agent; provided that no such update shall become effective until the second Business Day after it is provided

by the Parent Borrower to the Administrative Agent for dissemination to the Lenders.

“EBITDA”

means, with respect to the Consolidated Group for any period, the sum of (a) Net Income for such period, in each case, excluding,

without duplication, (i) any non-recurring or extraordinary gains and losses for such period, (ii) any income or gain and any

loss in each case resulting from the early extinguishment of indebtedness during such period and (iii) any net income or gain or

any loss resulting from a Swap Contract (including by virtue of a termination thereof) during such period, plus (b) an amount

which, in the determination of Net Income for such period pursuant to clause (a) above, has been deducted for or in connection with:

(i) Interest Expense (plus, amortization of deferred financing costs, to the extent included in the determination of Interest

Expense per GAAP), (ii) income taxes, (iii) depreciation and amortization, all as determined in accordance with GAAP for such

period, (iv) adjustments as a result of the straight lining of rents, (v) non-cash charges and (vi) transaction costs

incurred in connection with the Loan Documents (and any amendment, consent, supplement or waiver thereto), plus (c) the Consolidated

Group Pro Rata Share of the foregoing items attributable to the Consolidated Group’s interests in Unconsolidated Affiliates; provided

that with respect to any Non-Wholly Owned Consolidated Subsidiary, only the Consolidated Group Pro Rata Share of the foregoing items

and components attributable to the Consolidated Group’s interests in such Non-Wholly Owned Consolidated Subsidiary for such period

shall be included in the calculation of EBITDA.

“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.

“Electronic Copy”

shall have the meaning specified in Section 11.17.

“Electronic Record”

and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may

be amended from time to time.

“Eligible Assignee”

means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii) and (v) (subject to

such consents, if any, as may be required under Section 11.06(b)(iii)). For the avoidance of doubt, no Disqualified Institution

shall be an Eligible Assignee.

“Eligible Ground

Lease” means a ground lease that on the date of determination (a) has a minimum remaining term of thirty (30) years, including

extension options controlled exclusively by the tenant, (b) permits the Loan Party party thereto to grant a Lien thereon to secure

the Obligations without the consent of any Person (other than any consent that has been obtained), (c) no default has occurred and

is continuing, and no terminating event has occurred by any Loan Party or Subsidiary thereof, thereunder, (d) is not encumbered

by any Liens, negative pledges and/or encumbrances, (e) no party thereto is subject to a proceeding under any Debtor Relief Law

and (f) is otherwise reasonably acceptable to the Administrative Agent.

“Environmental Laws”

means any and all Federal, state, local, and foreign statutes, laws (including common law), regulations, standards, ordinances, rules,

judgments, interpretations, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions

relating to pollution and the protection of human health and safety, the environment and natural resources or the release of any materials

into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability”

means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties

or indemnities), whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common

law, of any Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon

(a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of

any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials

into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed

with respect to any of the foregoing.

“Environmental Permit”

means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Forward

Contract” means a forward equity contract with respect to common Equity Interests of the REIT entered into by the REIT and/or

the Parent Borrower and a Person other than the Parent Borrower or any other member of the Consolidated Group.

“Equity Interests”

means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all

of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership

or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other

ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such

shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or

trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are

outstanding on any date of determination; provided that neither Permitted Convertible Notes (prior to conversion thereof) nor

Permitted Convertible Notes Swap Contracts shall constitute Equity Interests of the REIT.

“ERISA”

means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate”

means any trade or business (whether or not incorporated) under common control with the Parent Borrower within the meaning of Section 414(b) or

Code).

“ERISA Event”

means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Parent Borrower or any ERISA Affiliate

from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer”

as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of

ERISA; (c) a complete or partial withdrawal by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan or notification

that a Multiemployer Plan is insolvent; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment

as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension

Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment

of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan

in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or

(h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007

of ERISA, upon the Parent Borrower or any ERISA Affiliate.

“EU Bail-In Legislation

Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as

in effect from time to time.

“Event of Default”

has the meaning specified in Section 8.01.

“Excepted Unencumbered

Property” means any Unencumbered Property the occupancy rate with respect to which is less than 75% and that is designated

as a Excepted Unencumbered Property by Parent Borrower in any calculation of the covenant set forth in clause (ii) of Section 6.18.

“Excluded Taxes”

means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to

a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in

each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the

case of any Lender, its 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 Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the

account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which

(i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Parent Borrower

under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant

to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s

assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes

attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding

Taxes imposed pursuant to FATCA.

“Existing Credit

Agreement” has the meaning specified in the second introductory paragraph hereto.

“Existing Letter

of Credit” means a “Letter of Credit” issued pursuant to the terms of, and as defined in, the Existing Credit Agreement

and outstanding on the Restatement Effective Date and described on Schedule 1.01.

“Existing Revolving

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

“Existing Revolving

Credit Note” means a “Revolving Credit Note” as defined in the Existing Credit Agreement.

“Existing Term A-1

Facility Maturity Date” has the meaning specified in Section 2.18(a).

“Existing Term Note”

means a “Term Note” as defined in the Existing Credit Agreement.

“Facility”

means the Revolving Credit Facility, the Term A-1 Facility, the Term A-2 Facility, the Term A-3 Facility and/or any Incremental Term

Loan Facility, as the context may require.

“Facility Fee”

has the meaning specified in Section 2.09(a).

“FASB ASC”

means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA”

means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively

comparable and not materially more onerous to comply with) and any current or future regulations

or official interpretations thereof and any agreements entered into pursuant to Section 1471 (b) (1) of the Code,

as of the Restatement Effective Date (or any amended or successor version described above) and any intergovernmental agreement (and related

fiscal or regulatory legislation, or related official rules or practices) implementing the foregoing.

“Federal Funds Rate”

means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions

by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website

from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective

rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes

of the Loan Documents.

“Fee Letters”

means, collectively, the several letter agreements, each dated on or after March 10, 2026 and prior to the Restatement Effective

Date, among the Parent Borrower and an Arranger and any other parties thereto, that are identified therein as a “fee letter”,

and “Fee Letter” means any of them individually.

“First Revolving

Credit Maturity Date Extension” has the meaning specified in Section 2.14(a).

“Fixed Charges”

means, with respect to the Consolidated Group, as of any date of determination, an amount equal to the sum, without duplication, of (i) Interest

Expense for the most recently ended period of four consecutive fiscal quarters, (ii) scheduled payments of principal on Total Indebtedness

made or required be made during the most recently ended fiscal quarter (excluding any balloon payments payable on maturity of any such

Total Indebtedness), (iii) the amount of dividends or distributions paid or required to be paid by any member of the Consolidated

Group to any Person that is not a member of the Consolidated Group during the most recently ended period of four consecutive fiscal quarters

in respect of its preferred Equity Interests and (iv) the Consolidated Group Pro Rata Share of the foregoing items attributable

to the Consolidated Group’s interests in Unconsolidated Affiliates. For the avoidance of doubt, with respect to any Non-Wholly

Owned Consolidated Subsidiary, only the Consolidated Group Pro Rata Share of the foregoing items and components attributable to the Consolidated

Group’s interests in such Non-Wholly Owned Consolidated Subsidiary shall be included in the calculation of Fixed Charges.

“Foreign Lender”

means a Lender that is not a U.S. Person.

“FRB”

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

“Fronting Exposure”

means, at any time there is a Defaulting Lender, with respect to any L/C Issuer, such Defaulting Lender’s Applicable Revolving

Credit Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation

obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“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.

“Funds From Operations”

means, with respect to any period and without double counting, an amount equal to the Net Income for such period, excluding gains (or

losses) from sales of property, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint

ventures; provided that “Funds From Operations” shall exclude impairment charges, charges from the early extinguishment

of indebtedness and other non-cash charges as evidenced by a certification of a Responsible Officer of the REIT containing calculations

in reasonable detail satisfactory to the Administrative Agent. Adjustments for unconsolidated partnerships and joint ventures will be

calculated to reflect “Funds From Operations” on the same basis. In addition, “Funds from Operations” shall be

adjusted to remove any impact of the expensing of acquisition costs pursuant to FAS 141 (revised), as issued by the Financial Accounting

Standards Board in December of 2007, and effective January 1, 2009, including, without limitation, (i) the addition to

Net Income of costs and expenses related to ongoing consummated acquisition transactions during such period; and (ii) the subtraction

from Net Income of costs and expenses related to acquisition transactions terminated during such period.

“GAAP”

means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles

Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards

Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are

applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority”

means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any

agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,

taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as

the European Union or the European Central Bank).

“Guarantee”

means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect

of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in

any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or

pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease

property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment

or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial

statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such

Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of

such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof

(in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person,

whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder

of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable

amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable,

the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee”

as a verb has a corresponding meaning.

“Guarantor Release

Notice” has the meaning specified in Section 10.12(b).

“Guarantors”

means, collectively, the REIT and each Subsidiary Guarantor. For the avoidance of doubt, none of the City Point Borrowers will guarantee

any obligations arising under the Loan Documents.

“Guaranty”

means the Guaranty made by the Guarantors under Article X in favor of the Creditor Parties.

“Hazardous Materials”

means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including

petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical

wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Increase Effective

Date” has the meaning specified in Section 2.15(a).

“Incremental Commitments”

has the meaning specified in Section 2.15(a).

“Incremental Revolving

Commitment” has the meaning specified in Section 2.15(a).

“Incremental Term

Commitment” has the meaning specified in Section 2.15(a).

“Incremental Term

Loan” means an advance made by an Incremental Term Loan Lender under an Incremental Term Loan Facility.

“Incremental Term

Loan Borrowing” means, with respect to any Incremental Term Loan Facility a borrowing consisting of simultaneous Incremental

Term Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period made by each of the Incremental Term

Loan Lenders with respect to such Incremental Term Loan Facility pursuant to the applicable Commitment Increase Amendment.

“Incremental Term

Loan Facility” has the meaning specified in Section 2.15(a).

“Incremental Term

Loan Lender” means, at any time, any Lender that holds an Incremental Term Loan.

“Indebtedness”

means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities

in accordance with GAAP:

(a)            all

obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements

or other similar instruments;

(b)            all

direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances

and similar instruments (including bank guaranties, surety bonds, comfort letters, keep-well agreements and capital maintenance agreements)

to the extent such instruments or agreements support financial, rather than performance, obligations;

obligations under any Permitted Swap Contract not entered into as a hedge against interest rate risk in respect of term Indebtedness

existing at the time such Permitted Swap Contract is entered into, in an amount equal to the Swap Termination Value thereof;

(d)            all

obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary

course of business and, in each case, not past due for more than 60 days after the date on which such trade account payable was created);

(e)            capital

leases, Synthetic Lease Obligations and Synthetic Debt;

(f)            all

obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such

Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation

preference plus accrued and unpaid dividends;

(g)            indebtedness

(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising

under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person

or is limited in recourse; and

(h)            all

Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof:

(a) the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture

that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such

Indebtedness is expressly made non-recourse to such Person, (b) the Indebtedness of the Consolidated Group shall include,

with respect to the foregoing items and components thereof attributable to Indebtedness of Non-Wholly Owned Consolidated Subsidiaries,

only the Consolidated Group Pro Rata Share thereof, (c) the Indebtedness of the Consolidated Group shall include the Consolidated

Group Pro Rata Share of the foregoing items and components thereof attributable to Indebtedness of Unconsolidated Affiliates, (d) the

amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such

date and (e) the amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable

Indebtedness in respect thereof as of such date.

“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

any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee”

has the meaning specified in Section 11.04(b).

“Indirect Owner”

means, (a) as to any Unencumbered Property owned by or ground leased to a Subsidiary of the Parent Borrower, each other Subsidiary

of the Parent Borrower that owns a direct or indirect interest in the Direct Owner of such Unencumbered Property and (b) as to any

Unencumbered First Mortgage Receivable held by a Subsidiary of the Parent Borrower, each other Subsidiary of the Parent Borrower that

owns a direct or indirect interest in the Direct Owner of such Unencumbered First Mortgage Receivable.

“Information” has

the meaning specified in Section 11.07.

“Insolvency Event”

means, with respect to any Person, any event or occurrence referenced or described in Section 8.01(f) or Section 8.01(g).

“Interest Expense”

means, for any period, without duplication, total interest expense of the Consolidated Group for such period (including the Consolidated

Group Pro Rata Share of total interest expense attributable to the Consolidated Group’s ownership interests in Unconsolidated Affiliates

and, for the avoidance of doubt, capitalized interest); provided that with respect to any Non-Wholly Owned Consolidated Subsidiary,

only the Consolidated Group Pro Rata Share of the total interest expense of such Non-Wholly Owned Consolidated Subsidiary for such period

shall be included in Interest Expense.

“Interest Payment

Date” means, (a) as to any Loan other than a Base Rate Loan or a Daily SOFR Loan, the last day of each Interest Period

applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest

Period for a Term SOFR Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest

Period shall also be Interest Payment Dates and (b) as to any Base Rate Loan and any Daily SOFR Loan, the first Business Day of

each calendar month and the Maturity Date of the Facility under which such Loan was made.

“Interest Period”

means as to each Term SOFR Loan, the period commencing on the date such Loan is disbursed or converted to or continued as a Term SOFR

Loan and ending on the date one or three months thereafter (in each case, subject to availability), as selected by the Parent Borrower

in the applicable Committed Loan Notice, or such other period that is six months or less requested by the Parent Borrower and consented

to by all the Appropriate Lenders; provided that:

(a)            any

Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless,

in the case of a Term SOFR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the

next preceding Business Day;

(b)            any

Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding

day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of

such Interest Period; and

(i)            no

Interest Period shall extend beyond the applicable Maturity Date.

“Investment”

means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or

other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee

or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person,

including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees

Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of

assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be

the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Investment Grade

Credit Rating” means receipt of a Debt Rating of Baa3 or better from Moody’s or BBB- or better from S&P.

“Investment Grade

Pricing Effective Date” means the first Business Day following the date on which (i) the REIT has obtained an Investment

Grade Credit Rating and (ii) the Parent Borrower has delivered to the Administrative Agent a certificate executed by a Responsible

Officer of the Parent Borrower (i) certifying that an Investment Grade Credit Rating has been obtained by the REIT and is in effect

(which certification shall also set forth the Debt Rating(s) received, if any, from each Rating Agency as of such date) and (ii) notifying

the Administrative Agent that the Parent Borrower has irrevocably elected to have the Ratings-Based Applicable Rate apply to the pricing

of the Facilities.

“Investment Grade

Release” has the meaning specified in Section 10.12.

“IRS”

means the United States Internal Revenue Service.

“ISP”

means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof

as may be in effect at the applicable time).

“Issuer Documents”

means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered

into by the applicable L/C Issuer and the Parent Borrower (or any Subsidiary) or in favor of such L/C Issuer and relating to such Letter

of Credit.

“Laws”

means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,

codes 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, in each case whether or not

having the force of law. For purposes of Section 3.01, the term “Laws” includes FATCA.

“L/C Advance”

means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance

with its Applicable Revolving Credit Percentage.

“L/C Borrowing”

means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made

or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension”

means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount

thereof.

“L/C Issuers”

means, collectively, (i) Bank of America and (ii) Wells Fargo, in each case in its capacity as issuer of Letters of Credit

hereunder, or any successor issuer of Letters of Credit hereunder; provided that for so long as any Existing Letter of Credit

remains outstanding hereunder, the issuer of such Existing Letter of Credit shall continue to be the L/C Issuer with respect to such

Existing Letter of Credit. Any L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates

of such L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit

issued by such Affiliate. Each reference herein to the “L/C Issuer” in connection with a Letter of Credit or other matter

shall be deemed to be a reference to the relevant L/C Issuer with respect thereto.

“L/C Obligations”

means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, including any

automatic or scheduled increases provided for by the terms of such Letters of Credit, determined without regard to whether any conditions

to drawing could be met at that time, plus (b) the aggregate amount of all Unreimbursed Amounts, including all L/C Borrowings.

The L/C Obligations of any Revolving Credit Lender at any time shall be its Applicable Revolving Credit Percentage of the total L/C Obligations

at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any

amount may still be drawn thereunder by reason of the operation of Article 29(a) of the UCP or Rule 3.13 or Rule 3.14

of the ISP or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter

of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid,

and the obligations of the Borrowers and each Revolving Credit Lender shall remain in full force and effect until the L/C Issuers and

the Revolving Credit Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect

to any Letter of Credit.

“Lender”

and “Lenders” have the meanings specified in the first introductory paragraph hereto.

“Lender Party”

and “Lender Recipient Party” means collectively, the Lenders and the L/C Issuers.

“Lending Office”

means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire,

or such other office or offices as a Lender may from time to time notify the Parent Borrower and the Administrative Agent, which office

may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise

requires each reference to a Lender shall include its applicable Lending Office.

“Letter of Credit”

means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder

and shall include the Existing Letters of Credit.

“Letter of Credit

Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to

time in use by the applicable L/C Issuer.

“Letter of Credit

Fee” has the meaning specified in Section 2.03(h).

“Letter of Credit

Subfacility” means, at any time, an amount equal to the lesser of (a) the aggregate amount of the L/C Issuers’ Letter

of Credit Sublimits at such time and (b) the Revolving Credit Facility at such time. The Letter of Credit Subfacility is part of,

and not in addition to, the Revolving Credit Facility. On the Restatement Effective Date, the amount of the Letter of Credit Subfacility

is $60,000,000.

“Letter of Credit

Sublimit” means, as to each L/C Issuer, its agreement as set forth in Section 2.03 to issue, amend and extend Letters

of Credit in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such L/C Issuer’s

name on Schedule 2.01, or in the Assignment and Assumption, New Lender Joinder Agreement or other documentation, which other documentation

shall be in form and substance satisfactory to the Administrative Agent, pursuant to which such L/C Issuer becomes an L/C Issuer hereunder,

as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Leverage-Based

Applicable Rate” means the applicable percentages per annum set forth below determined by reference to the ratio of Total Indebtedness

to Total Asset Value as set forth in the most recent Compliance Certificate received by the Administrative Agent and the Lenders pursuant

to Section 6.02(b):

Leverage-Based

Applicable Rate

Pricing

Level

Ratio

of Total

Indebtedness to

Total Asset

Value

Revolving

Credit Facility

Term

A-1 Facility and

Term A-3 Facility

Term

A-2 Facility

Term

SOFR

Loans, Daily

SOFR Loans

and Letters

of Credit

Base

Rate

Loans

Facility

Fee

Term

SOFR

Loans and

Daily

SOFR

Loans

Base

Rate

Loans

Term

SOFR

Loans

and Daily

SOFR

Loans

Base

Rate

Loans

35%

1.00%

0.00%

0.15%

1.15%

0.15%

1.20%

0.20%

≥

35% but < 40%

1.05%

0.05%

0.15%

1.20%

0.20%

1.25%

0.25%

III

≥

40% but < 45%

1.10%

0.10%

0.20%

1.25%

0.25%

1.35%

0.35%

≥

45% but < 50%

1.20%

0.20%

1.35%

0.35%

1.45%

0.45%

≥

50% but < 55%

1.25%

0.25%

0.30%

1.45%

0.45%

1.60%

0.60%

≥

55%

1.45%

0.45%

0.30%

1.60%

0.60%

1.80%

0.80%

Any increase or decrease

in the Leverage-Based Applicable Rate resulting from a change in the ratio of Total Indebtedness to Total Asset Value shall become effective

as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b);

provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing

Level VI shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered

and shall remain in effect until the date on which such Compliance Certificate is delivered.

Notwithstanding anything

to the contrary contained in this definition, (a) from the Restatement Effective Date through the first Business Day immediately

following the date a Compliance Certificate is delivered pursuant to Section 6.02(b) for the fiscal quarter ended June 30,

2026 the Leverage-Based Applicable Rate in effect shall be Pricing Level I and (b) the determination of the Leverage-Based Applicable

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

“Lien”

means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, negative pledge, encumbrance, lien (statutory

or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest

of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other

encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan”

means an extension of credit by a Lender to the Borrowers under Article II in the form of a Committed Loan.

“Loan Documents”

means this Agreement, including schedules and exhibits hereto, each Note, each Issuer Document, any agreement creating or perfecting

rights in Cash Collateral pursuant to the provisions of Section 2.16 of this Agreement, the Fee Letters and any amendments,

modifications or supplements hereto or to any other Loan Document or waiver hereof or to any other Loan Document.

“Loan Parties”

means, collectively, (a) at any time prior to the Investment Grade Release, the Borrowers and the Guarantors and (b) upon and

at any time following the Investment Grade Release, the Borrowers, the Guarantors (if any) and the Owners.

“Material Acquisition”

means any acquisition or series of acquisitions by a member of the Consolidated Group in which the aggregate purchase price of all assets

(including any Equity Interests) acquired pursuant thereto exceeds ten percent (10%) of the Total Asset Value as of the last day of the

then most recently ended fiscal quarter of the REIT for which financial statements are publicly available.

“Material Adverse

Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, properties,

liabilities (actual or contingent) or condition (financial or otherwise) of the REIT or the Parent Borrower and its Subsidiaries taken

as a whole; (b) a material adverse effect on the rights and remedies of the Administrative Agent or any Lender under any Loan Document

or of the ability of the Loan Parties taken as a whole to perform their obligations under any Loan Document; or (c) a material adverse

effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Contract”

means, with respect to any Person, each contract to which such Person is a party involving aggregate consideration payable to or by such

Person of $5,000,000 or more in any year or that is otherwise material to the business, condition (financial or otherwise), operations,

performance, properties or prospects of such Person.

“Material Subsidiary”

means at any time any Subsidiary (other than any (i) Non-Recourse Subsidiary or (ii) Specified Subsidiary that would be a Non-Recourse

Subsidiary but for the effect of clause (b) of the definition of “Non-Recourse Subsidiary”) that (a) is not a Loan

Party, (b) is subject to an Insolvency Event and (c) is an obligor in respect of Recourse Indebtedness that, when taken together

with the aggregate amount of outstanding Recourse Indebtedness of all other Subsidiaries that are not Loan Parties and are subject to

an Insolvency Event, exceeds the Threshold Amount.

“Maturity Date”

means, on any date, (a) with respect to the Revolving Credit Facility, the later of (i) fourth anniversary of the Restatement

Effective Date and (ii) if on or prior to such date maturity has been extended pursuant to Section 2.14, such extended

maturity date as determined pursuant to such Section, (b) with respect to the Term A-1 Facility and the Term A-3 Facility, the fifth

anniversary of the Restatement Effective Date and (c) with respect to the Term A-2 Facility, May 29, 2030; provided,

however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Minimum Collateral

Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances an amount

equal to 105% of the Fronting Exposure of all L/C Issuers with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise,

an amount determined by the Administrative Agent and the L/C Issuers in their sole discretion.

“Moody’s”

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

“Mortgage Loan Receivable”

means any loan or other note receivable owned by or held by the Parent Borrower or a Wholly Owned Subsidiary of the Parent Borrower that

is a Domestic Subsidiary, in each case, secured by a mortgage or deed of trust on Real Property.

“Multiemployer Plan”

means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Parent Borrower or any ERISA

Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer

Plan” means a Plan which has two or more contributing sponsors (including the Parent Borrower or any ERISA Affiliate) at least

two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net Cash Proceeds”

means, with respect to any issuance or sale by the REIT of any of its Equity Interests, the excess of (i) the sum of the cash and

Cash Equivalents received by the REIT in connection with such issuance or sale, less (ii) underwriting discounts and commissions,

and other reasonable out-of-pocket expenses, incurred by the REIT in connection with such issuance or sale, other than any such amounts

paid or payable to an Affiliate of the REIT.

“Net Income”

means, for any period, the sum, without duplication, of (i) the net income (or loss) of the REIT and its Wholly Owned Subsidiaries

for such period and (ii) the aggregate amount of cash actually distributed by Non-Wholly Owned Consolidated Subsidiaries and Unconsolidated

Affiliates during such period to the REIT or its Wholly Owned Subsidiary as a dividend or other distribution; provided, however,

that Net Income shall exclude (a) extraordinary gains and extraordinary losses for such period and (b) the net income of any

Wholly Owned Subsidiary of the REIT during such period to the extent that the declaration or payment of dividends or similar distributions

by such Wholly Owned Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement,

instrument or Law applicable to such Wholly Owned Subsidiary during such period, except that the REIT’s equity in any net loss

of any such Wholly Owned Subsidiary for such period shall be included in determining Net Income, and (and in the case of a dividend or

other distribution to a Wholly Owned Subsidiary of the REIT, such Wholly Owned Subsidiary is not precluded from further distributing

such amount to the REIT as described in clause (b) of this proviso).

“Net Operating Income”

means, with respect to any Property for any period, an amount equal to (a) the aggregate gross revenues from the operation of such

Property during such period from tenants (as determined in accordance with GAAP), minus (b) the sum of all expenses and other

proper charges incurred in connection with the operation of such Property during such period (including management fees (which deduction

for management fees shall be an amount equal to the greater of (x) three percent (3.00%) of the aggregate base rent and percentage

rent due and payable with respect to such Property during such period and (y) the aggregate amount of any actual management, advisory

or similar fees paid during such period) and accruals for real estate taxes and insurance, but excluding debt service charges, income

taxes, depreciation, amortization and other non-cash expenses), which expenses and accruals shall be calculated in accordance with GAAP.

“New Lender Joinder

Agreement” means a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel

pursuant to which an Eligible Assignee becomes a Lender.

“New York Mortgage”

has the meaning given that term in Section 11.25(a).

“Newly Acquired

Property” means, as of any date, a Property (other than a Development Property) that has been owned or ground leased for less

than four full fiscal quarters as of such date.

“Newly Stabilized

Property” means as of any date a Property that as of such date is not a Development Property, but was a Development Property

at some time during the most recently ended period of four full fiscal quarters.

“Non-Consenting

Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all

Lenders, all Lenders of a Facility or all affected Lenders in accordance with the terms of Section 11.01 and (ii) has

been approved by the Required Lenders or the Required Term A-1 Lenders, Required Term A-2 Lenders, Required Term A-3 Lenders or Required

Revolving Lenders, as applicable.

“Non-Defaulting

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

“Non-Recourse Indebtedness”

means, with respect to a Person, (a) Indebtedness 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,

(b) if such Person is a Single Asset Entity, any Indebtedness of such Person (other than Indebtedness described in the immediately

following clause (c)), or (c) if such Person is a Single Asset Holding Company, any Indebtedness (“Holdco Indebtedness”)

of such Single Asset Holding Company resulting from a Guarantee of, or Lien securing, Indebtedness of a Single Asset Entity that

is a Subsidiary of such Single Asset Holding Company, so long as, in each case, either (i) recourse for payment of such Holdco Indebtedness

(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 the Equity Interests held by

such Single Asset Holding Company in such Single Asset Entity or (ii) such Single Asset Holding Company has no assets other than

Equity Interests in such Single Asset Entity and cash and other assets of nominal value incidental to the ownership of such Single Asset

Entity. For the avoidance of doubt, Indebtedness that otherwise qualifies as Non-Recourse Indebtedness as provided above will not

fail to so qualify as a result of the Parent Borrower, the REIT or any Subsidiary thereof guaranteeing the payment of (x) amounts

which do not constitute principal with respect to such Indebtedness (including, without limitation, any “carry guarantee”

or other guarantee of operating costs and expenses) or (y) principal with respect to a portion of such Indebtedness so long as (A) the

guaranteed principal amount (the “Limited Payment Guarantee”) is not greater than twenty percent (20)% of the principal amount

of such Indebtedness outstanding at any time and (B) either (i) there is no event of default with respect to such Indebtedness,

after giving effect to all relevant grace periods (provided that, during the occurrence of an event of default with respect to such Indebtedness,

only the portion of such Indebtedness subject to the Limited Payment Guarantee shall constitute Recourse Indebtedness and any excess

amounts shall continue to constitute Non-Recourse Indebtedness), or (ii) the full amount of the Limited Payment Guarantee with respect

to such Indebtedness has been funded (as a payment to the lender, as a reserve or otherwise).

“Non-Recourse Subsidiary”

means a Subsidiary that (a) is not a Loan Party, (b) is not a Specified Subsidiary, (c) has no Indebtedness other than

Non-Recourse Indebtedness and (d) has no assets other than (i) de minimis amounts of cash and (ii) assets securing

Non-Recourse Indebtedness.

“Non-Recourse Threshold

Amount” means $120,000,000.

“Non-Wholly Owned

Consolidated Subsidiary” means a Consolidated Subsidiary of the REIT that is not a Wholly Owned Subsidiary of the REIT.

“Note”

means a Term A-1 Note, a Term A-2 Note, a Term A-3 Note, a Revolving Credit Note or a promissory note made by the Borrowers in favor

of an Incremental Term Loan Lender under an Incremental Term Loan Facility evidencing the Incremental Term Loans made by such Incremental

Term Loan Lender under such Incremental Term Loan Facility substantially in a form agreed among the Borrowers, the Administrative Agent

and such Incremental Term Loan Lenders, as the context may require.

“Notice

of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit F

or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission

system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.

“Obligations”

means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or

otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute

or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement

by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor

in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that, without

limiting the foregoing, the Obligations include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges,

expenses, fees, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of the Loan

Parties to reimburse any amount in respect of any of the foregoing that the Administrative Agent or any Lender, in each case in its sole

discretion, may elect to pay or advance on behalf of the Loan Parties.

“OFAC”

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

“Organization Documents”

means, (a) with respect to any corporation, the charter or certificate or articles of incorporation and the bylaws (or equivalent

or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company,

the certificate or articles of formation or organization and operating or limited liability agreement; and (c) with respect to any

partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation

or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization

with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or

articles of formation or organization of such entity.

“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 3.06).

“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 law or regulation; as of the date of this

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

“Outstanding Amount”

means (i) with respect to Committed Loans on any date, the aggregate outstanding principal amount thereof after giving effect to

any borrowings and prepayments or repayments of Committed Loans occurring on such date; and (ii) with respect to any L/C Obligations

on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and

any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the

Borrowers of Unreimbursed Amounts.

“Owner”

means, as to any Unencumbered Property or Unencumbered First Mortgage Receivable, the Direct Owner of such Unencumbered Property or Unencumbered

First Mortgage Receivable, as the case may be, or any Indirect Owner of such Direct Owner.

“Pari Passu Obligations”

means Unsecured Indebtedness of any Loan Party (exclusive of the Obligations) owing to a Person that is not a member of the Consolidated

Group or an Affiliate thereof.

“Participant”

has the meaning specified in Section 11.06(d).

“Participant Register”

has the meaning specified in Section 11.06(d).

“PBGC”

means the Pension Benefit Guaranty Corporation.

“Pension Act”

means the Pension Protection Act of 2006.

“Pension Funding

Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment

thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412

of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432

and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan”

means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed

to by the Parent Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards

under Section 412 of the Code.

“Permitted Convertible

Notes means senior convertible debt securities of the REIT (a) that are unsecured, (b) that do not have the benefit of

any Guarantee of any Subsidiary, (c) that are otherwise permitted under Section 7.03, (d) that are not subject to any

sinking fund or any prepayment, redemption or repurchase requirements, whether scheduled, triggered by specified events or at the option

of the holders thereof (it being understood that none of (i) a customary “change in control” or “fundamental change”

put, (ii) a right to convert such securities into common shares of the REIT, cash or a combination thereof as the REIT may elect

or (iii) an acceleration upon an event of default will be deemed to constitute such a sinking fund or prepayment, redemption or

repurchase requirement), and (e) that have the benefit of covenants and events of default customary for comparable convertible securities

(as determined by the REIT in good faith).

“Permitted Convertible

Notes Swap Contracts” means a Swap Contract entered into by the REIT in connection with, and prior to or concurrently with,

the issuance of any Permitted Convertible Notes pursuant to which the REIT acquires a call or a capped call option requiring the counterparty

thereto to deliver to the REIT common shares of the REIT, the cash value of such shares or a combination of such shares and cash from

time to time upon exercise of such option; provided that the terms, conditions and covenants of each such Swap Contract shall be such

as are typical and customary for Swap Contracts of such type (as determined by the REIT in good faith).

“Permitted Equity

Encumbrances” means

(a)            Liens

securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(b)            Liens

imposed by law for taxes, assessments, governmental charges or levies that are not yet due or are being contested in compliance with

Section 6.04; and

Pari Passu Provisions.

“Permitted Pari

Passu Provisions” means provisions that are contained in documentation evidencing or governing Pari Passu Obligations which

provisions are the result of (a) limitations on the ability of a Loan Party or any of its Subsidiaries to make Restricted Payments

or transfer property to any Borrower or any Guarantor which limitations, taken as a whole, are substantially the same as or less restrictive

than those contained in this Agreement, (b) limitations on the creation of any Lien on any assets of a Loan Party that, taken as

a whole, are substantially the same as or less restrictive than those contained in this Agreement or (c) any requirement that Pari

Passu Obligations be secured on an “equal and ratable basis” to the extent that the Obligations are secured.

“Permitted Property

Encumbrances” means:

(a)            Liens

for taxes or condo or other similar assessments and fees, in each case not yet due or which are being contested in good faith and by

appropriate proceedings diligently conducted (which actions or proceedings have the effect of preventing the forfeiture or sale of the

property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable

Person in accordance with GAAP;

(b)            carriers’,

warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary

course of business and securing obligations which are not overdue for a period of more than 30 days or which are being contested in good

faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of

the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable

Person;

zoning restrictions, rights of way and similar encumbrances on real property imposed by law or arising in the ordinary course of business

that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere

with the ordinary conduct of business of the Parent Borrower or any Subsidiary;

(d)            Liens

securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(e)            the

rights of tenants under leases and subleases entered into in the ordinary course of business; provided that (i) such leases and

subleases contain market terms and conditions (excluding rent), (ii) such rights of tenants constituting Liens do not secure any

Indebtedness and (iii) such leases and subleases do not in any case materially detract from the value of the property subject thereto

or materially interfere with the ordinary conduct of business of the applicable Person;

(f)            rights

of lessors under Eligible Ground Leases;

(g)            Liens

arising under any New York Mortgage; and

(h)            Permitted

Pari Passu Provisions.

“Permitted Swap

Contract” means shall mean any Swap Contract entered into in accordance with the terms and provisions of Section 7.17.

“Person”

means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental

Authority or other entity.

“Plan”

means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees

of the Parent Borrower or any ERISA Affiliate or any such Plan to which the Parent Borrower or any ERISA Affiliate is required to contribute

on behalf of any of its employees.

“Platform”

has the meaning specified in Section 6.02.

“Pricing Grid”

means (i) prior to the Investment Grade Pricing Effective Date, the pricing grid set forth in the definition of “Leverage-Based

Applicable Rate” and (ii) on and after the Investment Grade Pricing Effective Date, the pricing grid set forth in the definition

of “Ratings-Based Applicable Rate”.

“Property”

means any real property assets owned or leased or acquired by one or more of the Parent Borrower and its Subsidiaries.

“PTE”

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

to time.

“Public Lender”

has the meaning specified in Section 6.02.

“Rating Agency”

means any of S&P or Moody’s.

“Ratings-Based Applicable

Rate” means the applicable percentages per annum determined, at any time, based on the range into which the Debt Ratings then

fall, in accordance with the following table:

Ratings-Based

Applicable Rate

Pricing

Level

Debt

Ratings

(Moody’s/S&P)

Revolving

Credit Facility

Term

A-1 Facility,

Term A-2 Facility and

Term A-3 Facility

Term

SOFR

Loans, Daily

SOFR Loans and

Letters of Credit

Base

Rate

Loans

Facility

Fee

Term

SOFR

Loans and

Daily SOFR

Loans

Base

Rate

Loans

≥

A- / A3

0.675%

0.000%

0.125%

0.800%

0.000%

BBB+

/ Baa1

0.725%

0.000%

0.150%

0.850%

0.000%

III

BBB

/ Baa2

0.800%

0.000%

0.200%

0.950%

0.000%

BBB-

/ Baa3

1.000%

0.000%

0.250%

1.200%

0.200%

BBB- / Baa3

(or unrated)

1.350%

0.350%

0.300%

1.600%

0.600%

If at any time the REIT has

two (2) Debt Ratings, and such Debt Ratings are not equivalent, then: (A) if the difference between such Debt Ratings is one

ratings category (e.g. Baa2 by Moody’s and BBB- by S&P), the Ratings-Based Applicable Rate shall be the rate per annum that

would be applicable if the higher of the Debt Ratings were used; and (B) if the difference between such Debt Ratings is two ratings

categories (e.g. Baa1 by Moody’s and BBB- by S&P) or more, the Ratings-Based Applicable Rate shall be the rate per annum that

would be applicable if the rating that is one higher than the lower of the applicable Debt Ratings were used.

Initially, the Ratings-Based

Applicable Rate shall be determined based upon the Debt Rating(s) specified in the certificate delivered pursuant to clause (ii) of

the definition of “Investment Grade Pricing Effective Date”. Thereafter, each change in the Ratings-Based Applicable Rate

resulting from a publicly announced change in a Debt Rating shall be effective, in the case of an upgrade, during the period commencing

on the date of delivery by the REIT to the Administrative Agent of notice thereof pursuant to Section 6.03(e) and ending

on the date immediately preceding the effective date of the next such change and, in the case of a downgrade, during the period commencing

on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.

“Real Property”

means real property assets that are (a) owned or acquired by one or more Persons that are not members of the Consolidated Group,

(b) located in the United States of America and (c) either (i) a retail facility or (ii) a mixed-use facility with

respect to which at least 75% of gross income is expected to be generated by the retail component of such facility.

“Recipient”

means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation

of any Loan Party hereunder.

“Recourse Indebtedness”

means Indebtedness for borrowed money (other than Indebtedness under the Loan Documents) in respect of which recourse for payment is

to any Loan Party, excluding any Indebtedness in which recourse for payment to any Loan Party is limited solely for fraud, misrepresentation,

misapplication of cash, waste, failure to pay taxes, environmental claims and liabilities and other circumstances customarily excluded

by institutional lenders from exculpation provisions and/or included in separate guaranty or indemnification agreements in non-recourse

financings of real estate. For the avoidance of doubt, “Recourse Indebtedness” shall include Indebtedness arising under Guarantees

by a Loan Party of Non-Recourse Indebtedness and Guarantees by a Loan Party of obligations under Swap Contracts to the extent that (x) such

Guarantee provides for recourse to such Loan Party or any of its assets and (y) the guarantor’s obligations under such Guarantee

have become payable or cash collateral in respect thereof has been demanded, but in each case, shall only include such portion of such

Indebtedness that does not constitute Non-Recourse Indebtedness.

“Register”

has the meaning specified in Section 11.06(c).

“REIT”

has the meaning specified in the first introductory paragraph hereto.

“REIT Status”

means, with respect to any Person, (a) the qualification of such Person as a real estate investment trust under the provisions of

Sections 856 et seq. of the Code and (b) the applicability to such Person and its shareholders of the method of taxation provided

for in Sections 857 et seq. of the Code.

“Related Parties”

means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,

administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s Affiliates.

“Relevant Payment”

has the meaning specified in Section 10.11.

“Reportable Event”

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

waived.

“Request for Credit

Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice

and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.

“Required Lenders”

means, as of any date of determination, two or more Lenders having greater than 50% of the sum of (a) the Total Outstandings (with

the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations being deemed

“held” by such Revolving Credit Lender for purposes of this definition) and (b) the aggregate unused Commitments; provided

that the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded

for purposes of making a determination of Required Lenders; provided further that, Unreimbursed Amounts that such Defaulting Lender

has failed to fund that have not been reallocated to and funded by another Revolving Credit Lender shall be deemed to be held by the

applicable L/C Issuer in making such determination.

“Required Revolving

Lenders” means, as of any date of determination, two or more Revolving Credit Lenders having greater than 50% of the sum of

the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation

and funded participation in L/C Obligations being deemed “held” by such Revolving Credit Lender for purposes of this definition)

and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion

of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination

of Required Revolving Lenders; provided further that, the amount of any participation in any Unreimbursed Amounts that such Defaulting

Lender has failed to fund that have not been reallocated to and funded by another Revolving Credit Lender shall be deemed to be held

by the applicable L/C Issuer in making such determination.

“Required Subsidiary

Guarantor” means (a) at all times prior to an Investment Grade Release, each Owner with respect to any Property to be

included as an Unencumbered Property, and (b) upon and at all times following an Investment Grade Release, each Owner with respect

to any Property to be included as an Unencumbered Property (if any) that is a borrower or guarantor of, or is otherwise obligated in

respect of, any Unsecured Indebtedness (other than Indebtedness under the Facilities), but only for so long as such Subsidiary remains

obligated in respect of such Unsecured Indebtedness, in each case under clauses (a) and (b), together with their successors

and permitted assigns, in each case, to the extent such Subsidiary has not been released from its obligations hereunder in accordance

with Section 10.12.

“Required Term A-1

Lenders” means, as of any date of determination, two or more Term A-1 Lenders having greater than 50% of the Term A-1

Facility on such date; provided that the portion of the Term A-1 Facility held by, any Defaulting Lender shall be excluded for

purposes of making a determination of Required Term A-1 Lenders.

“Required Term A-2

Lenders” means, as of any date of determination, two or more Term A-2 Lenders having greater than 50% of the Term A-2

Facility on such date; provided that the portion of the Term A-2 Facility held by, any Defaulting Lender shall be excluded for

purposes of making a determination of Required Term A-2 Lenders.

“Required Term A-3

Lenders” means, as of any date of determination, two or more Term A-3 Lenders having greater than 50% of the Term A-3

Facility on such date; provided that the portion of the Term A-3 Facility held by, any Defaulting Lender shall be excluded for

purposes of making a determination of Required Term A-3 Lenders.

“Rescindable Amount”

has the meaning specified in Section 2.12(b)(ii).

“Resignation Effective

Date” has the meaning specified in Section 9.06(a).

“Resolution Authority”

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

“Responsible Officer”

means (a) in the case of any Borrower, (i) the chief executive officer, president, chief financial officer, executive vice

president, treasurer, chief accounting officer or controller of such Borrower (or (x) if the Parent Borrower does not have any officers,

of the general partner of the Parent Borrower and (y) if any City Point Borrower does not have any officers, of the sole member

of such City Point Borrower), (ii) solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01,

the secretary or any assistant secretary of such Borrower (or (x) if the Parent Borrower does not have any officers, of the general

partner of the Parent Borrower and (y) if any City Point Borrower does not have any officers, of the sole member of such City Point

Borrower) and (iii) solely for purposes of notices given pursuant to Article II, any officer or employee of such Borrower (or

(x) if the Parent Borrower does not have any officers, of the general partner of the Parent Borrower and (y) if any City Point

Borrower does not have any officers, of the sole member of such City Point Borrower) identified on the Borrower Detail Form, (b) in

the case of any other Loan Party that has one or more officers, (i) the chief executive officer, president, chief financial officer,

executive vice president, treasurer, chief accounting officer or controller of the applicable Loan Party for whom the Administrative

Agent has received an incumbency certificate, (ii) solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01,

the secretary or any assistant secretary of the applicable Loan Party and (iii) solely for purposes of notices given pursuant to

Article II, any officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the

Administrative Agent and for whom the Administrative Agent has received an incumbency certificate, and (c) in the case of any other

Loan Party that does not have any officers, (i) the chief executive officer, president, chief financial officer, executive vice

president, treasurer, chief accounting officer or controller of the general partner, manager, managing member or member, as applicable,

of such Loan Party for whom the Administrative Agent has received an incumbency certificate, (ii) solely for purposes of the delivery

of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of the general partner, manager,

managing member or member, as applicable, of such Loan Party and (iii) solely for purposes of notices given pursuant to Article II,

any officer or employee of the general partner, manager, managing member or member, as applicable, of such Loan Party so designated by

any of the foregoing officers in a notice to the Administrative Agent and for whom the Administrative Agent has received an incumbency

certificate. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed

to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party (or general partner,

manager, managing member or member, as applicable, of such Loan Party) and such Responsible Officer shall be conclusively presumed to

have acted on behalf of such Loan Party.

“Restatement Effective

Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with

Section 11.01.

“Restricted Payment”

means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity

Interest of any Person or any Subsidiary thereof, or any payment (whether in cash, securities or other property), including any sinking

fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital

stock or other Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the

equivalent Person thereof); provided that payments for, in respect of or in connection with Permitted Convertible Notes Swap Contracts

shall not constitute Restricted Payments.

“Revolving Credit

Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Term SOFR

Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(a).

“Revolving Credit

Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans pursuant to Section 2.01(a) and

(b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount

set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment”

or opposite such caption in the Assignment and Assumption or New Lender Joinder Agreement pursuant to which such Lender becomes a party

hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Credit

Exposure” means, as to any Revolving Credit Lender at any time, the aggregate principal amount at such time of its outstanding

Revolving Credit Loans and such Lender’s participation in L/C Obligations at such time.

“Revolving Credit

Extension Notice” has the meaning specified in Section 2.14(a).

“Revolving Credit

Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such

time. On the Restatement Effective Date, the Revolving Credit Facility is $525,000,000.

“Revolving Credit

Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.

“Revolving Credit

Loan” has the meaning specified in Section 2.01(a).

“Revolving Credit

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

“Revolving Credit

Note” means a promissory note made by the Borrowers in favor of a Revolving Credit Lender evidencing Revolving Credit Loans

made by such Lender, substantially in the form of Exhibit C-1.

“S&P”

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

“Sanction(s)”

means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations

Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority.

“Scheduled

Unavailability Date” has the meaning specified in Section 3.03(b).

“SEC”

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

“Second Revolving

Credit Maturity Date Extension” has the meaning specified in Section 2.14(a).

“Secured Indebtedness”

means, with respect to any Person, all Indebtedness of such Person that is secured by a Lien on any asset (including without limitation

any Equity Interest) owned or held by any Person or any Subsidiary thereof; provided that a negative pledge shall not, in and of itself,

cause any Indebtedness to be considered to be Secured Indebtedness under the Loan Documents; provided further that Indebtedness secured

by any New York Mortgage shall not constitute Secured Indebtedness under the Loan Documents.

“Secured Recourse

Indebtedness” means, with respect to any Person, Recourse Indebtedness of such Person that is secured by a Lien.

“Single Asset Entity”

means a Person (other than an individual) that (a) only owns or leases pursuant to an Eligible Ground Lease a single real property

and/or cash and other assets of nominal value incidental to such Person’s ownership of such real property; (b) is engaged

only in the business of owning, developing and/or leasing such real property; and (c) receives substantially all of its gross revenues

from such real property. In addition, if the assets of a Person consist solely of (i) Equity Interests in one or more other Single

Asset Entities and (ii) cash and other assets of nominal value incidental to such Person’s ownership of the other Single Asset

Entities, such Person shall also be deemed to be a Single Asset Entity for purposes of this Agreement (such an entity, a “Single

Asset Holding Company”).

“Single Asset Holding

Company” has the meaning specified in the definition of Single Asset Entity.

“SOFR”

means, with respect to any applicable determination date, the Secured Overnight Financing Rate published on the fifth U.S. Government

Securities Business Day preceding such date by the SOFR Administrator on the Federal Reserve Bank of New York’s website (or any

successor source); provided however that if such determination date is not a U.S. Government Securities Business Day, then SOFR means

such rate that applied on the first U.S. Government Securities Business Day immediately prior thereto.

“SOFR Administrator”

means the Federal Reserve Bank of New York, as the administrator of SOFR, or any successor administrator of SOFR designated by the Federal

Reserve Bank of New York or other Person acting as the SOFR Administrator at such time that is satisfactory

to the Administrative Agent.

“SOFR

Loan” means a Term SOFR Loan or a Daily SOFR Loan, as applicable.

“Solvent”

and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair

value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person,

(b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable

liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe

that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such

Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s

property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent

obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time

shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that

can reasonably be expected to become an actual or matured liability.

“Solvency Certificate”

means a Solvency Certificate of the chief financial officer or the chief accounting officer of the REIT, substantially in the form of

Exhibit I.

“Specified Event

of Default” means any Event of Default other than an Event of Default arising under (a) Section 8.01(b) solely

from a Borrower’s or another Loan Party’s failure to perform or observe any term, covenant or agreement contained in any

of Sections 6.01(c), 6.02(c), (e) or (h), 6.05(a) (solely with respect to a Subsidiary that

is not a Loan Party), (b) or (c), or 6.10 or (b) Section 8.01(c).

“Specified Provisions”

means Section 7.05(g), Section 8.01(e), Section 8.01(f) and Section 8.01(g).

“Specified Subsidiary”

means any Subsidiary that (a) is not a Loan Party, and (b) would not be a Subsidiary but for the governing body or management

of such Subsidiary being controlled, directly, or indirectly through one or more intermediaries, or both, by the REIT or its Subsidiaries.

“Subsidiary”

of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of

the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other

than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned,

or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary

or Subsidiaries of the REIT.

“Subsidiary Guarantor”

means, at any time, a Subsidiary that at such time is a party to the Guaranty.

“Successor

Rate” has the meaning specified in Section 3.03(b).

“Swap Contract”

means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity

swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps

or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange

transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions,

currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options

to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any

and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any

form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange

Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”),

including any such obligations or liabilities under any Master Agreement.

“Swap Termination

Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable

netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out

and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date

referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined

based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which

may include a Lender or any Affiliate of a Lender).

“Synthetic Debt”

means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions

entered into by such Person that are intended to function primarily as a borrowing of funds (including any minority interest transactions

that function primarily as a borrowing) but are not otherwise included in the definition of “Indebtedness” or as a liability

on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.

“Synthetic Lease

Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention

lease or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of

such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without

regard to accounting treatment).

“Taxes”

means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees

or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term A-1 Borrowing”

means a borrowing consisting of simultaneous Term A-1 Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest

Period made by each of the Term A-1 Lenders pursuant to Section 2.01(b).

“Term A-1 Commitment”

means, as to each Lender, its obligation to make and/or hold Term A-1 Loans pursuant to Section 2.01(b) in an aggregate

principal amount at any one time outstanding not to exceed the amount set forth opposite such Term A-1 Lender’s name on Schedule 2.01

under the caption “Term A-1 Commitment” or opposite such caption in the Assignment and Assumption or New Lender Joinder Agreement

pursuant to which such Term A-1 Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance

with this Agreement.

“Term A-1 Facility”

means, (a) at any time on or prior to the Restatement Effective Date, the aggregate amount of the Term A-1 Lenders’ Term A-1

Commitments at such time and (b) at any time after the Restatement Effective Date, the aggregate amount of Term A-1 Loans of all

Term A-1 Lenders outstanding at such time. On the Restatement Effective Date, the Term

A-1 Facility is $512,500,000.

“Term A-1 Lender”

means (a) at any time on or prior to the Restatement Effective Date, any Lender that has a Term A-1 Commitment at such time and

(b) at any time after the Restatement Effective Date, any Lender that holds a Term A-1 Loan at such time.

“Term A-1 Loan”

means an advance made by a Term A-1 Lender under the Term A-1 Facility.

“Term A-1 Note”

means a promissory note made by the Borrowers in favor of a Term A-1 Lender evidencing Term A-1 Loans made by such Term A-1 Lender, substantially

in the form of Exhibit C-2.

“Term A-2 Borrowing”

means a borrowing consisting of simultaneous Term A-2 Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest

Period made by each of the Term A-2 Lenders pursuant to Section 2.01(c).

“Term A-2 Commitment”

means, as to each Lender, its obligation to make and/or hold Term A-2 Loans to the Borrowers pursuant to Section 2.01(c) in

an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term A-2 Lender’s name

on Schedule 2.01 under the caption “Term A-2 Commitment” or opposite such caption in the Assignment and Assumption

or New Lender Joinder Agreement pursuant to which such Term A-2 Lender becomes a party hereto, as applicable, as such amount may

be adjusted from time to time in accordance with this Agreement.

“Term A-2 Facility”

means, (a) at any time on or prior to the Restatement Effective Date, the aggregate amount of the Term A-2 Lenders’ Term A-2

Commitments at such time and (b) at any time after the Restatement Effective Date, the aggregate amount of Term A-2 Loans of all

Term A-2 Lenders outstanding at such time. On the Restatement Effective Date, the Term

A-2 Facility is $250,000,000.

“Term A-2 Lender”

means, at any time, any Lender that has a Term A-2 Commitment or holds a Term A-2 Loan at such time.

“Term A-2 Loan”

means an advance made by a Term A-2 Lender under the Term A-2 Facility.

“Term A-2 Note”

means a promissory note made by the Borrowers in favor of a Term A-2 Lender evidencing Term A-2 Loans made by such Term A-2 Lender, substantially

in the form of Exhibit C-3.

“Term A-3 Borrowing”

means a borrowing consisting of simultaneous Term A-3 Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest

Period made by each of the Term A-3 Lenders pursuant to Section 2.01(d).

“Term A-3 Commitment”

means, as to each Lender, its obligation to make and/or hold Term A-3 Loans to the Borrowers pursuant to Section 2.01(d) in

an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term A-3 Lender’s name

on Schedule 2.01 under the caption “Term A-3 Commitment” or opposite such caption in the Assignment and Assumption

or New Lender Joinder Agreement pursuant to which such Term A-3 Lender becomes a party hereto, as applicable, as such amount may

be adjusted from time to time in accordance with this Agreement.

“Term A-3 Facility”

means, (a) at any time on or prior to the Restatement Effective Date, the aggregate amount of the Term A-2 Lenders’ Term A-3

Commitments at such time and (b) at any time after the Restatement Effective Date, the aggregate amount of Term A-3 Loans of all

Term A-3 Lenders outstanding at such time. On the Restatement Effective Date, the Term

A-3 Facility is $137,500,000.

“Term A-3 Lender”

means, at any time, any Lender that has a Term A-2 Commitment or holds a Term A-3 Loan at such time.

“Term A-3 Loan”

means an advance made by a Term A-3 Lender under the Term A-3 Facility.

“Term A-3 Note”

means a promissory note made by the Borrowers in favor of a Term A-3 Lender evidencing Term A-3 Loans made by such Term A-3 Lender, substantially

in the form of Exhibit C-4.

“Term

SOFR” means:

(a)            for

any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities

Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the

rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term

SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto; and

(b)            for

any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two U.S.

Government Securities Business Days prior to such date with a term of one month commencing that day; provided that if the rate is not

published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government

Securities Business Day immediately prior thereto;

provided, that if Term

SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less

than zero, Term SOFR shall be deemed zero for purposes of the Loan Documents.

“Term

SOFR Loan” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.

“Term

SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator reasonably satisfactory

to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing

such quotations as may be designated by the Administrative Agent from time to time).

“Threshold Amount”

means $60,000,000.

“Total Asset Value”

means, with respect to the Consolidated Group as at any date of determination, without duplication, the sum of the following:

(a)            for

each Property other than any Property that as of such date (i) was sold or otherwise disposed of during the then most recently ended

fiscal quarter or (ii) is either (x) a Newly Acquired Property, (y) a Newly Stabilized Property or (z) a Development

Property, an amount equal to the Net Operating Income from such Property for the then most recently ended period

of four consecutive fiscal quarters, divided by the Capitalization Rate; provided,

that prior to the first anniversary of the Restatement Effective Date, the contribution to Total Asset Value attributable to the City

Point Properties will be the aggregate book value thereof, plus

(b)            for

(i) each Newly Acquired Property that has been owned or ground leased for less than one full fiscal quarter as of such date, the

acquisition cost of such Property, and (ii) (x) each Newly Stabilized Property that has been a Newly Stabilized Property for

less than one full fiscal quarter as of such date and (y) each Development Property, the undepreciated cost of such Property (after

any impairments) in accordance with GAAP, plus

(i) each Newly Acquired Property that has been owned or ground leased for at least one full fiscal quarter but less than four full

fiscal quarters as of such date and (ii) each Newly Stabilized Property that has been a Newly Stabilized Property for at least one

full fiscal quarter but less than four full fiscal quarters as of such date, in each case under clauses (i) and (ii), excluding

any such Property that was sold or otherwise disposed of during the then most recently ended fiscal quarter, either

(A)          in

the case of a Newly Acquired Property, the acquisition cost of such Property and, in the case of a Newly Stabilized Property, the undepreciated

cost of such Property (after any impairments) in accordance with GAAP, or

(B)          if

the Parent Borrower has made an irrevocable election to value such Property in accordance with this clause (c)(B), then

(I)            if

such Property has been a Newly Stabilized Property for at least one full fiscal quarter but less than two full fiscal quarters on such

date, an amount equal to the Net Operating Income from such Property for such fiscal quarter, multiplied by 4, divided by

the Capitalization Rate,

(II)           if

such Property has been owned or ground leased (in the case of a Newly Acquired Property) or has been a Newly Stabilized Property (in

the case of a Newly Stabilized Property) for at least two full fiscal quarters but less than three full fiscal quarters on such date,

an amount equal to the Net Operating Income from such Property for such two fiscal quarter period, multiplied by 2, divided by the Capitalization

Rate,

(III)          if

such Property has been owned or ground leased (in the case of a Newly Acquired Property) or has been a Newly Stabilized Property (in

the case of a Newly Stabilized Property) for at least three full fiscal quarters but less than four full fiscal quarters on such date,

an amount equal to the Net Operating Income from such Property for such three fiscal quarter period, multiplied by 4/3, divided

by the Capitalization Rate, plus

(d)            fee

income generated by the Consolidated Group from (i) asset and property management fees, (ii) development fees, (iii) construction

fees and (iv) leasing fees, in each case for the then most recently ended period

of four consecutive fiscal quarters, then multiplied by five, provided that

if at any time the amount under this clause (d) exceeds 15% of Total Asset Value at such time, such excess fee income shall

be excluded from the calculation of Total Asset Value at such time, plus

(e)            the

aggregate book value of all unimproved land holdings, mortgage or mezzanine loans and/or notes receivable owned by the Consolidated Group

on such date, plus

(f)            all

Unrestricted Cash of the Consolidated Group existing on such date, plus

(g)            the

Consolidated Group Pro Rata Share of the foregoing items and components attributable to the Consolidated Group’s interests in Unconsolidated

Affiliates on such date; provided that with respect to any Non-Wholly Owned Consolidated Subsidiary, only the Consolidated Group

Pro Rata Share of clauses (a) through (f) attributable to the Consolidated Group’s interests in such Non-Wholly

Owned Consolidated Subsidiary shall be included in the calculation of Total Asset Value, plus

(h)            the

aggregate positive amount of net cash proceeds that would be due to (i) the Parent Borrower or (ii) the REIT, in each case

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’s delivery of its common shares 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 either (1) the

REIT or the counterparty would not reasonably be expected, for any reason, to be able to fulfill its obligations thereunder or (2) the

REIT no longer intends to issue shares sufficient to realize such proceeds.

Notwithstanding the foregoing,

for purposes of calculating Total Asset Value at any time the contribution for certain types of Investments shall be limited, without

duplication, as follows (in each case, calculated on the basis of the Consolidated Group Pro Rata Share of such Investment consistent

with the foregoing) with any excess over such limit being excluded from Total Asset Value:

(i)            not

more than 5% of the Total Asset Value at any time may be attributable to Investments in unimproved land holdings (including through the

purchase or other acquisition of all of the Equity Interests of any Person that owns unimproved land holdings);

(ii)            not

more than 15% of the Total Asset Value at any time may be attributable to Investments (whether originated or acquired by the REIT or

a Subsidiary thereof) consisting of commercial mortgage or mezzanine loans and commercial real estate-related notes receivable;

(iii)            not

more than 15% of the Total Asset Value at any time may be attributable to Investments in respect of Development Properties, excluding

for purposes of this clause (iii) the Property located at 2675 Geary Blvd, San Francisco, California (“City Center”);

(iv)            not

more than 10% of the Total Asset Value at any time may be attributable to Investments in any Unconsolidated Affiliates (including through

the purchase or other acquisition of Equity Interests of any Unconsolidated Affiliate);

(v)             not

more than 5% of the Total Asset Value at any time may be attributable to Investments in real property assets that are not retail properties

(including through the purchase or other acquisition of all of the Equity Interests of any Person that owns real property assets that

are not retail properties);

(vi)            not

more than seven and one-half percent (7.5%) of the Total Asset Value at any time may be attributable to Equity Forward Contracts, with

any excess over the foregoing limit being excluded from the Total Asset Value; and

(vii)           not

more than 30% of the Total Asset Value at any time may be attributable to the aggregate of Investments of the types set forth in clauses

(i) though (vi) above.

“Total Credit Exposure”

means, as to any Lender at any time, the Applicable Percentage of the Term A-1 Facility, the Term A-2 Facility, the Term A-3 Facility

and the unused Revolving Credit Commitment and Revolving Credit Exposure, in each case, of such Lender at such time.

“Total Indebtedness”

means, as at any date of determination, the aggregate amount of all Indebtedness of the Consolidated Group on such date determined on

a consolidated basis; provided that with respect to any Non-Wholly Owned Consolidated Subsidiary, only the Consolidated Group Pro

Rata Share of Indebtedness attributable to the Consolidated Group’s interests in such Non-Wholly Owned Consolidated Subsidiary shall

be included in the calculation of Total Indebtedness.

“Total Outstandings”

means, as at any date of determination, the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Total Revolving

Credit Outstandings” means, as at any date of determination, the aggregate Outstanding Amount of all Revolving Credit Loans

and L/C Obligations.

“Total Secured Indebtedness”

means, as at any date of determination, the aggregate amount of all Secured Indebtedness of the Consolidated Group on such date determined

on a consolidated basis; provided that with respect to any Non-Wholly Owned Consolidated Subsidiary, only the Consolidated Group

Pro Rata Share of Secured Indebtedness attributable to the Consolidated Group’s interests in such Non-Wholly Owned Consolidated

Subsidiary shall be included in the calculation of Total Secured Indebtedness.

“Total Unsecured

Indebtedness” means, as at any date of determination, the aggregate amount of all Unsecured Indebtedness of the Consolidated

Group on such date determined on a consolidated basis; provided that with respect to any Non-Wholly Owned Consolidated Subsidiary,

only the Consolidated Group Pro Rata Share of Unsecured Indebtedness attributable to the Consolidated Group’s interests in such

Non-Wholly Owned Consolidated Subsidiary shall be included in the calculation of Total Unsecured Indebtedness.

“Type”

means, with respect to a Committed Loan, its character as a Base Rate Loan, Daily SOFR Loan or a Term SOFR Loan.

“UCP” means

the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later

version thereof as may be in effect at the applicable time).

“UK Financial Institution”

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

Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by

the United Kingdom Financial Conduct Authority, which 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.

“Unconsolidated Affiliate”

means, at any date, an Affiliate of the REIT whose financial results are not required to be consolidated with the financial results of

the REIT in accordance with GAAP.

“Unencumbered Asset

Value” means, at any time for the Consolidated Group, without duplication, the sum of the following:

(a)             Unencumbered

NOI of all Unencumbered Properties (including the City Point Mortgage Properties and excluding all Development Properties, all Newly Acquired

Properties and all Unencumbered Properties that were acquired during the then most recently ended period of four fiscal quarters) divided

by the Capitalization Rate provided, that prior to the first anniversary of the Restatement Effective Date, the contribution

to Unencumbered Asset Value attributable to the City Point Properties will be the aggregate book value thereof, plus

(b)             the

aggregate acquisition cost of all Unencumbered Properties acquired during the then most recently ended period of four fiscal quarters,

plus

each Unencumbered Property that is (i) a Newly Stabilized Property that has been a Newly Stabilized Property for less than one full

fiscal quarter as of such date and (ii) a Development Property, the undepreciated cost of such Property (after any impairments) in

accordance with GAAP, plus

(d)            for

each Unencumbered Property that is a Newly Stabilized Property that has been a Newly Stabilized Property for at least one full fiscal

quarter but less than four full fiscal quarters as of such date, excluding any such Property that was sold or otherwise disposed of during

the then most recently ended fiscal quarter, either

(A)          the

undepreciated cost of such Property (after any impairments) in accordance with GAAP, or

(B)           if

the Parent Borrower has made an irrevocable election to value such Property in accordance with this clause (d)(B), then

(I)            if

such Unencumbered Property has been a Newly Stabilized Property for at least one full fiscal quarter but less than two full fiscal quarters

on such date, an amount equal to the Net Operating Income from such Property for such fiscal quarter, multiplied by 4, divided

by the Capitalization Rate,

(II)           if

such Unencumbered Property has been a Newly Stabilized Property for at least two full fiscal quarters but less than three full fiscal

quarters on such date, an amount equal to the Net Operating Income from such Property for such two fiscal quarter period, multiplied by

2, divided by the Capitalization Rate, or

(III)          if

such Property has been a Newly Stabilized Property for at least three full fiscal quarters but less than four full fiscal quarters on

such date, an amount equal to the Net Operating Income from such Property for such three fiscal quarter period, multiplied by 4/3,

divided by the Capitalization Rate, plus

(e)            the

aggregate book value of all Unencumbered First Mortgage Receivables, plus

(f)             the

aggregate positive amount of net cash proceeds that would be due to (i) the Parent Borrower or (ii) the REIT, in each case 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’s delivery of its common shares 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 either (1) the

REIT or the counterparty would not reasonably be expected, for any reason, to be able to fulfill its obligations thereunder or (2) the

REIT no longer intends to issue shares sufficient to realize such proceeds.

Notwithstanding the foregoing, for purposes

of calculating Unencumbered Asset Value at any time, the contribution for certain types of Investments shall be limited, without duplication,

as follows (in each case, calculated on the basis of the Consolidated Group Pro Rata Share of such Investment consistent with the foregoing)

with any excess over such limit being excluded from Unencumbered Asset Value:

(i)             not

more than 10% of Unencumbered Asset Value at any time may be attributable to Development Properties and Newly Stabilized Properties, other

than (x) City Center and (y) Newly Stabilized Properties with an occupancy rate of at least 75% for which the Parent Borrower

has made the irrevocable election pursuant to clause (d)(B) above;

(ii)           not

more than 10% of Unencumbered Asset Value at any time may be attributable to Unencumbered First Mortgage Receivables;

(iii)          not

more than 5% of Unencumbered Asset Value at any time may be attributable to Unencumbered Properties owned by a Controlled Joint Venture;

(iv)          not

more than seven and one-half percent (7.5%) of the Unencumbered Asset Value at any time may be attributable to Equity Forward Contracts,

with any excess over the foregoing limit being excluded from the Unencumbered Asset Value; and

(v)           not

more than 20% of Unencumbered Asset Value at any time may be attributable to the aggregate of assets of the types set forth in clauses

(i) through (iv) above.

“Unencumbered First

Mortgage Receivable” means any Mortgage Loan Receivable that meets each of the following criteria:

(a)             such

Mortgage Loan Receivable is secured by a first mortgage or a first deed of trust on Real Property;

(b)            (i) prior

to the Investment Grade Release, each Owner of such Mortgage Loan Receivable is a Subsidiary Guarantor and (ii) following the Investment

Grade Release, each Owner of such Mortgage Loan Receivable that is a borrower or guarantor of, or is otherwise obligated in respect of,

any Unsecured Indebtedness (other than Indebtedness under the Facilities) is a Subsidiary Guarantor;

of the Equity Interests of any Owner of such Mortgage Loan Receivable are subject to any Liens (including, without limitation, any restriction

contained in the organizational documents of any such Subsidiary that limits the ability to create a Lien thereon as security for indebtedness)

other than Permitted Equity Encumbrances;

(d)             such

Mortgage Loan Receivable (and the income therefrom and proceeds thereof) is not subject to any negative pledge and/or other encumbrance

or restriction on the ability of any Owner thereof to Dispose of, pledge, transfer or otherwise encumber such Mortgage Loan Receivable

or any income therefrom or proceeds thereof (other than Permitted Pari Passu Provisions);

(e)             no

Owner of such Mortgage Loan Receivable is a borrower or guarantor of, or otherwise obligated in respect of, any Indebtedness (other than

(i) Indebtedness under the Loan Documents and (ii) other Unsecured Indebtedness so long as such Person is also a Subsidiary

Guarantor);

(f)              no

Owner of such Mortgage Loan Receivable, nor any mortgagor or grantor with respect thereto, is subject to any proceedings under any Debtor

Relief Law; and

(g)             the

mortgagor or grantor with respect to such Mortgage Loan Receivable is not delinquent sixty (60) days or more in interest or principal

payments due thereunder.

“Unencumbered NOI”

means, at any time for the Consolidated Group, the sum of the Net Operating Income of all Unencumbered Properties for the then most recently

ended period of four consecutive fiscal quarters, minus Net Operating Income attributable to Unencumbered Properties that were

Disposed of by the Consolidated Group during such period, minus the aggregate Annual Capital Expenditure Adjustment for such period

with respect to all Unencumbered Properties.

“Unencumbered Property”

means any Property that meets each of the following criteria:

(a)             such

Property is (i) a retail facility, (ii) a mixed-use facility with respect to which at least 75% of gross income is generated

by the retail component of such facility or (iii) a Property that is subject to a New York Mortgage;

(b)             such

Property is located in the United States of America;

Property is Wholly-Owned in fee simple directly by, or is ground leased pursuant to an Eligible Ground Lease directly to, (i) a Wholly

Owned Subsidiary of the Parent Borrower, (ii) a Controlled Joint Venture or (iii) in the case of a Property that is subject

to the City Point Mortgage, one or more of the City Point Borrowers so long as they are Consolidated Subsidiaries of the Parent Borrower;

(d)            (i) prior

to the Investment Grade Release, each Owner of such Property (other than a Property subject to the City Point Mortgage) is a Subsidiary

Guarantor or a Borrower, (ii) following the Investment Grade Release, (A) each Owner of such Property that is a borrower or

guarantor of, or is otherwise obligated in respect of, any Unsecured Indebtedness (other than Indebtedness under the Facilities) is a

Subsidiary Guarantor or a Borrower and (B) each Owner of a Property that is subject to a New York Mortgage (other than a Property

subject to the City Point Mortgage) is a Subsidiary Guarantor or a Borrower and (iii) in the case of a Property subject to the City

Point Mortgage, each Direct Owner of such Property is a Subsidiary Guarantor or a Borrower;

(e)            each

Owner of such Property is organized in a state within the United States of America;

(f)             none

of the Equity Interests of any Owner of such Property owned by a Subsidiary of the Parent Borrower are subject to any Liens (including,

without limitation, any restriction contained in the organizational documents of any such Subsidiary that limits the ability to create

a Lien thereon as security for indebtedness) other than Permitted Equity Encumbrances;

(g)            such

Property (and the income therefrom and proceeds thereof) is not subject to any negative pledge and/or other encumbrance or restriction

on the ability of any Owner of such Property to Dispose of, pledge, transfer or otherwise encumber such Property or any income therefrom

or proceeds thereof (other than Permitted Property Encumbrances) and is not subject to any ground lease (other than an Eligible Ground

Lease);

(h)            such

Property is free of all title, survey and other defects that would interfere with the use of such property for its intended purpose in

any material respect;

(i)             such

Property is free of Hazardous Materials except as would not materially affect the value of such Property;

(j)             no

Owner of such Property is a borrower or guarantor of, or otherwise obligated in respect of, any Indebtedness (other than (i) Indebtedness

under the Loan Documents and (ii) other Unsecured Indebtedness so long as such Person is also a Subsidiary Guarantor or a Borrower);

and

(k)            no

Owner of such Property is subject to any proceedings under any Debtor Relief Law.

“United States”

and “U.S.” mean the United States of America.

“Unreimbursed Amount”

has the meaning specified in Section 2.03(c)(i).

“Unrestricted Cash”

means, at any time, (a) the aggregate amount of cash and Cash Equivalents of a Person at such time that are not subject to any pledge,

Lien or control agreement (excluding statutory Liens in favor of any depositary bank where such cash and Cash Equivalents are maintained),

minus (b) amounts included in the foregoing clause (a) that are held by a Person other than a member of the Consolidated

Group as a deposit or security for Contractual Obligations.

“Unsecured Indebtedness”

means, with respect to any Person, all Indebtedness of such Person that is not Secured Indebtedness, including Indebtedness under the

Loan Documents.

“Unsecured Interest

Expense” means, for any period, the portion of Interest Expense for such period in respect of Total Unsecured Indebtedness determined

in accordance with GAAP.

“U.S. Person”

means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code; provided that

for purposes of Section 5.19(b), “U.S. Person” means any United States citizen, lawful permanent resident, entity organized

under the laws of the United States or any jurisdiction within the United States, including any foreign branch of any such entity, or

any person in the United States.

“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.

“U.S. Tax Compliance

Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).

“USA PATRIOT Act”

means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“Usage”

means, with respect to any day, the ratio (expressed as a percentage) of (a) the sum of (i) the Outstanding Amount of Revolving

Credit Loans on such day and (ii) the Outstanding Amount of L/C Obligations on such day to (b) the Revolving Credit Commitments

in effect on such day.

“Wells Fargo”

means Wells Fargo Bank, National Association and its successors.

“Wholly-Owned”

means, with respect to the ownership by any Person of any Property, that one hundred percent (100%) of the title to such Property is held

in fee directly or indirectly by, or one hundred percent (100%) of such Property is ground leased pursuant to an Eligible Ground Lease

directly or indirectly by, such Person.

“Wholly Owned Subsidiary”

means, as to any Person, (a) any corporation 100% of whose Equity Interests (other than directors’ qualifying shares) is at

the time owned by such Person and/or one or more Wholly Owned Subsidiaries of such Person and (b) any partnership, association, joint

venture, limited liability company or other entity in which such Person and/or one or more Wholly Owned Subsidiaries of such Person have

a 100% equity interest at such time; provided that, solely for purposes of clause (c) of the definition of “Unencumbered

Property”, the term Wholly Owned Subsidiary shall include a Controlled Joint Venture.

“Write-Down and Conversion

Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution

Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers

are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution

Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or

any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations

of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised

under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related

to or ancillary to any of those powers.

1.02         Other

Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such

other Loan Document:

(a)            The

definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require,

any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”

and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”

shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise,

(i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be

construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented

or otherwise modified (subject to any restrictions on such amendments, amendments and restatements, supplements or modifications set forth

herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s

successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and

“hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document

in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits

and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such

references appear, (v) any reference to any law shall include all statutory and regulatory provisions and all orders consolidating,

amending, replacing or interpreting such law and any reference to any law, rule or regulation shall, unless otherwise specified,

refer to such law, rule or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset”

and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible

assets and properties, including cash, securities, accounts and contract rights.

(b)            In

the computation of periods of time from a specified date to a later specified date, the word “from” means “from

and including;” the words “to” and “until” each mean “to but excluding;”

and the word “through” means “to and including.”

herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this

Agreement or any other Loan Document.

(d)            Any

reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall

be deemed to apply to a Division as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer,

or similar term, as applicable, to, of or with a separate Person. Any Division of a Person shall constitute a separate Person hereunder

(and each Division of any Person that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

1.03         Accounting

Terms.

(a)            Generally.

All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including

financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity

with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the

Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining

compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of any member of

the Consolidated Group shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC

825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

(b)            Changes

in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan

Document, and either the Parent Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Parent

Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change

in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (A) such ratio or requirement

shall continue to be computed in accordance with GAAP prior to such change therein and (B) the Parent Borrower shall provide to the

Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested

hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such

change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that

reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto,

unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

of Variable Interest Entities. All references herein to consolidated financial statements of the REIT and its Subsidiaries or to the

determination of any amount for the REIT and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be

deemed to include each variable interest entity that the REIT is required to consolidate pursuant to FASB ASC 810 as if such variable

interest entity were a Subsidiary as defined herein.

1.04         Rounding.

Any financial ratios required to be maintained by one or more Loan Parties 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

is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05         Times

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

as applicable).

1.06         Letter

of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated

amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms

or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount

of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases,

whether or not such maximum stated amount is in effect at such time.

1.07         Interest

Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability

with respect to the administration, submission or any other matter related to any

reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate

and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without

limitation, any Successor Rate) (or any component of any of the foregoing)

or the effect of any of the foregoing, or of any Conforming Changes. The Administrative

Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred

to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of

any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative

Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any

alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing),

in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender or any other Person 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 other action or omission related to or affecting the

selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.

ARTICLE II. THE

COMMITMENTS AND CREDIT EXTENSIONS

2.01         Committed

Loans.

(a)            Revolving

Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans

(each such loan, a “Revolving Credit Loan”) to the Borrowers from time to time, on any Business Day during the Availability

Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided,

however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not

exceed the Revolving Credit Facility and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such

Lender’s Revolving Credit Commitment. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and

subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05,

and reborrow under this Section 2.01(a). Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans,

as further provided herein.

(b)            The

Term A-1 Borrowing. Subject to the terms and conditions set forth herein, each Term A-1 Lender severally agrees to make a single loan

to the Borrowers on the Restatement Effective Date in an amount not to exceed such Term A-1 Lender’s Term A-1 Commitment; provided,

however, that after giving effect to any such Term A-1 Borrowing, (x) the aggregate Outstanding Amount of all Term A-1 Loans

shall not exceed the Term A-1 Facility and (y) the Outstanding Amount of all Term A-1 Loans made by such Term A-1 Lender shall not

exceed such Term A-1 Lender’s Term A-1 Commitment. Term A-1 Loans that are repaid or prepaid may not be reborrowed. Term A-1 Loans

may be Base Rate Loans, Term SOFR Loans or Daily SOFR Loans, as further provided herein.

Term A-2 Borrowing. Subject to the terms and conditions set forth herein, each Term A-2 Lender severally agrees to make a single loan

to the Borrowers on the Restatement Effective Date in an amount not to exceed such Term A-2 Lender’s Term A-2 Commitment; provided,

however, that after giving effect to any such Term A-2 Borrowing, (x) the aggregate Outstanding Amount of all Term A-2 Loans

shall not exceed the Term A-2 Facility and (y) the Outstanding Amount of all Term A-2 Loans made by such Term A-2 Lender shall not

exceed such Term A-2 Lender’s Term A-2 Commitment. Term A-2 Loans that are repaid or prepaid may not be reborrowed. Term A-2 Loans

may be Base Rate Loans, Term SOFR Loans or Daily SOFR Loans, as further provided herein.

(d)            The

Term A-3 Borrowing. Subject to the terms and conditions set forth herein, each Term A-3 Lender severally agrees to make a single loan

to the Borrowers on the Restatement Effective Date in an amount not to exceed such Term A-3 Lender’s Term A-3 Commitment; provided,

however, that after giving effect to any such Term A-3 Borrowing, (x) the aggregate Outstanding Amount of all Term A-3 Loans shall

not exceed the Term A-3 Facility and (y) the Outstanding Amount of all Term A-3 Loans made by such Term A-3 Lender shall not exceed

such Term A-3 Lender’s Term A-3 Commitment. Term A-3 Loans that are repaid or prepaid may not be reborrowed. Term A-3 Loans may

be Base Rate Loans, Term SOFR Loans or Daily SOFR Loans, as further provided herein.

2.02         Borrowings,

Conversions and Continuations of Committed Loans.

(a)            Each

Committed Borrowing, each conversion of Committed Loans from one Type to another, and each continuation of Term SOFR Loans shall be made

upon the Parent Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a

Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent

of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three

Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of

Term SOFR Loans to Base Rate Loans or Daily SOFR Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans or Daily

SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however,

that if the Parent Borrower wishes to request Term SOFR Loans having an Interest Period other than one or three months in duration as

provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later

than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative

Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable

to all of them. Not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation,

the Administrative Agent shall notify the Parent Borrower (which notice may be by telephone) whether or not the requested Interest Period

has been consented to by all the Appropriate Lenders. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in

a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(c),

each Borrowing of or conversion to Base Rate Loans or Daily SOFR Loans shall be in a principal amount of $500,000 or a whole multiple

of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Parent Borrower is requesting a Term A-1

Borrowing, a Term A-2 Borrowing, a Term A-3 Borrowing, a Revolving Credit Borrowing, a conversion of a Term A-1 Loan, Term A-2 Loan, Term

A-3 Loan or Revolving Credit Loan from one Type to another, or a continuation of Term SOFR Loans, (ii) the requested date of the

Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed

Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans

are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Parent Borrower fails

to specify a Type of Committed Loan in a Committed Loan Notice or if the Parent Borrower fails to give a timely notice requesting a conversion

or continuation, then the applicable Committed Loans shall be made as, or converted to, Daily SOFR Loans. Any such automatic conversion

to Daily SOFR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR

Loans. If the Parent Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Committed Loan Notice,

but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b)            Following

receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage

under the applicable Facility of the applicable Term A-1 Loans, Term A-2 Loans, Term A-3 Loans or Revolving Credit Loans, and if no timely

notice of a conversion or continuation is provided by the Parent Borrower, the Administrative Agent shall notify each Appropriate Lender

of the details of any automatic conversion to Daily SOFR Loans described in the preceding subsection. In the case of a Term A-1 Borrowing,

Term A-2 Borrowing, Term A-3 Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Committed

Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00

p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth

in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent

shall make all funds so received available to the Borrowers in like funds as received by the Administrative Agent either by (i) crediting

the account of the Parent Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds,

in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Parent Borrower

in the Borrower Detail Form; provided, however, that if, on the date the Committed Loan Notice with respect to a Revolving

Credit Borrowing is given by the Parent Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing,

first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers

as provided above.

as otherwise provided herein, a Term SOFR Loan may be continued or converted only on the last day of an Interest Period for such Term

SOFR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term SOFR Loans without the consent

of the Required Lenders.

(d)            The

Administrative Agent shall promptly notify the Parent Borrower and the Lenders of the interest rate applicable to any Interest Period

for Term SOFR Loans upon determination of such interest rate.

(e)            After

giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to another, and all continuations of Committed

Loans as the same Type, there shall not be more than seven Interest Periods in effect with respect to Committed Loans.

(f)            Notwithstanding

anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection

with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless

settlement mechanism approved by the Parent Borrower, the Administrative Agent, and such Lender.

(g)            With

respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding

anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective

without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect

to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Parent

Borrower and the Lenders reasonably promptly after such amendment becomes effective.

2.03         Letters

of Credit.

(a)            The

Letter of Credit Commitment.

(i)             Subject

to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit

Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the Availability Period, to

issue Letters of Credit for the account of the Parent Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously

issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the

Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Parent Borrower or its Subsidiaries

and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit,

(x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the Revolving Credit Exposure

of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of

the L/C Obligations shall not exceed the Letter of Credit Subfacility. Each request by the Parent Borrower for the issuance or amendment

of a Letter of Credit shall be deemed to be a representation by the Parent Borrower that the L/C Credit Extension so requested complies

with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions

hereof, the Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower

may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon

and reimbursed. All Existing Letters of Credit shall be deemed to have been issued by the applicable L/C Issuer pursuant hereto, and from

and after the Restatement Effective Date shall be subject to and governed by the terms and conditions hereof.

(ii)            No

L/C Issuer shall issue any Letter of Credit, if, subject to Section 2.03(b)(iii), the expiry date of the requested Letter

of Credit would occur more than twelve months after the date of issuance or last extension, unless, subject to Section 2.03(b)(v),

the Administrative Agent and the applicable L/C Issuer have approved such expiry date; provided that in no event will any Letter

of Credit have an expiry date that is later than the first anniversary of the Maturity Date for the Revolving Credit Facility.

(iii)           No

L/C Issuer shall be under any obligation to issue any Letter of Credit if:

(A)          any

order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer

from issuing the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force

of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain

from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect

to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder)

not in effect on the Restatement Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was

not applicable on the Restatement Effective Date and which such L/C Issuer in good faith deems material to it;

(B)           the

issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;

as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $500,000;

(D)           the

Letter of Credit is to be denominated in a currency other than Dollars;

(E)           any

Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery

of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower or such Lender to eliminate such

L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the

Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations

as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

(F)           after

giving effect to any L/C Credit Extension with respect to such Letter of Credit, the L/C Obligations with respect to all Letters of Credit

issued by such L/C Issuer would exceed such L/C Issuer’s Letter of Credit Sublimit; provided that, subject to the limitations

set forth in the proviso to the first sentence of Section 2.03(a)(i), any L/C Issuer in its sole discretion may issue Letters

of Credit in excess of its Letter of Credit Sublimit.

(iv)           No

L/C Issuer shall amend or extend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit

in its amended form under the terms hereof.

(v)            No

L/C Issuer shall be under no obligation to amend or extend any Letter of Credit if (A) such L/C Issuer would have no obligation at

such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit

does not accept the proposed amendment to the Letter of Credit.

(vi)           Each

L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated

therewith, and such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX

with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed

to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent”

as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided

herein with respect to each L/C Issuer.

(b)            Procedures

for Issuance and Amendment of Letters of Credit; Auto-Extension Letter of Credit.

(i)              Each

Letter of Credit shall be issued or amended, as the case may be, by a single L/C Issuer selected by the Parent Borrower, upon the request

of the Parent Borrower delivered to such L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application,

appropriately completed and signed by a Responsible Officer of the Parent Borrower. Such Letter of Credit Application may be sent by facsimile,

by United States mail, by overnight courier, by electronic transmission using the system provided by such L/C Issuer, by personal delivery

or by any other means acceptable to such L/C Issuer. Such Letter of Credit Application must be received by the applicable L/C Issuer and

the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative

Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of

amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application

shall specify in form and detail satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter

of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address

of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the

full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of

the requested Letter of Credit; and (H) such other matters as such L/C Issuer may require. In the case of a request for an amendment

of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable

L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day);

(C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may require. Additionally, the Parent

Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining

to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent

may require.

(ii)             Promptly

after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone

or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Parent Borrower and, if

not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice from

any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance

or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not

then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit

for the account of the Parent Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each

case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of

Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C

Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable

Revolving Credit Percentage times the amount of such Letter of Credit.

(iii)            If

the Parent Borrower so requests in any applicable Letter of Credit Application in respect of a Letter of Credit, the applicable L/C Issuer

may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension

Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any

such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior

notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month

period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuer, the Parent Borrower

shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has

been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter

of Credit at any time to an expiry date not later than the first anniversary of the Maturity Date for the Revolving Credit Facility, subject

to the requirements of Section 2.03(b)(v); provided that such L/C Issuer shall not permit any such extension if (A) such

L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in

its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of

Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone (if promptly confirmed in

writing) or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date from the Administrative

Agent, any Lender or the Parent Borrower that one or more of the applicable conditions specified in Section 4.02 is not then

satisfied, and in each such case directing such L/C Issuer not to permit such extension.

(iv)            Promptly

after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary

thereof, the applicable L/C Issuer will also deliver to the Parent Borrower and the Administrative Agent a true and complete copy of such

Letter of Credit or amendment.

(v)             If

the expiry date of any Letter of Credit would occur after the Maturity Date for the Revolving Credit Facility, the Parent Borrower hereby

agrees that it will at least thirty (30) days prior to such Maturity Date (or, in the case of a Letter of Credit issued, amended or extended

on or after thirty (30) days prior to the Maturity Date for the Revolving Credit Facility, on the date of such issuance, amendment or

extension, as applicable) Cash Collateralize such Letter of Credit in an amount equal to 105% of the L/C Obligations arising or expected

to arise in connection with such Letter of Credit.

and Reimbursements; Funding of Participations.

(i)              Upon

receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer

shall notify the Parent Borrower and the Administrative Agent thereof (such notification provided by an L/C Issuer to the Parent Borrower

and the Administrative Agent being referred to herein as an “L/C Draw Notice”). If an L/C Draw Notice with respect

to a Letter of Credit is received by the Parent Borrower (x) on or prior to 11:00 a.m. on the date of any payment by such L/C

Issuer under a Letter of Credit (each such date, an “Honor Date”), then, not later than 1:00 p.m. on the

Honor Date, the Parent Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such

drawing or (y) after 11:00 a.m. on the Honor Date, then, not later than 11:00 a.m. on the first Business Day following

the Honor Date, the Parent Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount

of such drawing (such date on which the Parent Borrower, pursuant to clauses (x) and (y) of this sentence, is required to reimburse

an L/C Issuer for a drawing under a Letter of Credit is referred to herein as the “L/C Reimbursement Date”); provided

that if the L/C Reimbursement Date for a drawing under a Letter of Credit is the Business Day following the Honor Date pursuant to clause

(y) of this sentence, the Unreimbursed Amount shall accrue interest from and including the Honor Date until such time as the applicable

L/C Issuer is reimbursed in full therefor (whether through payment by the Parent Borrower and/or through a Revolving Credit Loan or L/C

Borrowing made in accordance with paragraph (ii) or (iii) of this Section 2.03(c)) at a rate equal to (A) for

the period from and including the Honor Date to but excluding the first Business Day to occur thereafter, the rate of interest then applicable

to a Base Rate Revolving Credit Loan and (B) thereafter, at the Default Rate applicable to a Base Rate Revolving Credit Loan. Interest

accruing on the Unreimbursed Amount pursuant to the proviso to the immediately preceding sentence shall be payable by the Parent Borrower

upon demand to the Administrative Agent, solely for the account of the applicable L/C Issuer. If the Parent Borrower fails to so reimburse

the applicable L/C Issuer for the full amount of the unreimbursed drawing (the “Unreimbursed Amount”) in accordance

with the preceding sentence on the applicable L/C Reimbursement Date, the Administrative Agent shall promptly notify each Lender that

a payment was made on the Letter of Credit, the Honor Date, the L/C Reimbursement Date (if different from the Honor Date), the Unreimbursed

Amount thereof, and the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. In such event,

the Parent Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the L/C Reimbursement

Date or, if the L/C Reimbursement Date is the Honor Date, the Business Day following the L/C Reimbursement Date, in an amount equal to

the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of

Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Facility and the conditions set forth in

Section 4.02 (other than the delivery of a Committed Loan Notice) and upon the funding of such Revolving Credit Borrowing

by the Lenders and remittance thereof to the applicable L/C Issuer together with any interest payable on the Unreimbursed Amount in accordance

with the proviso to the second sentence of this Section 2.03(c)(i) (which interest shall be included in the amount of

such Revolving Credit Borrowing unless the inclusion of such interest would result in such Revolving Credit Borrowing failing to comply

with the proviso to the first sentence of Section 2.01(a)), the failure to pay such Unreimbursed Amount shall be cured. Any

notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone

if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness

or binding effect of such notice.

(ii)             Each

Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative

Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer at the Administrative Agent’s

Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount not later than 3:00 p.m. on the

Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii),

each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Loan to the Borrowers

in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer.

(iii)            With

respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions

set forth in Section 4.02 cannot be satisfied or for any other reason, the Parent Borrower shall be deemed to have incurred

from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing

shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving

Credit Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall

be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction

of its participation obligation under this Section 2.03.

(iv)            Until

each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse

the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving

Credit Percentage of such amount shall be solely for the account of such L/C Issuer.

(v)             Each

Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn

under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected

by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against

such L/C Issuer, the Parent Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default,

or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,

that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is

subject to the conditions set forth in Section 4.02 (other than delivery by the Parent Borrower of a Committed Loan Notice).

No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the applicable L/C Issuer

for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)            If

any Revolving Credit Lender fails to make available to the Administrative Agent for the account of an L/C Issuer any amount required to

be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii),

then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (acting through

the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date

on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and

a rate determined by such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative,

processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with

interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant

Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of an L/C Issuer submitted

to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing to such L/C Issuer under this clause

(vi) shall be conclusive absent manifest error.

(d)            Repayment

of Participations.

(i)              At

any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s

L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account

of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Parent Borrower

or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute

to such Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Administrative Agent.

(ii)             If

any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required

to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into

by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C

Issuer its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the

date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time

to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination

of this Agreement.

(e)            Obligations

Absolute. The obligation of the Parent Borrower to reimburse each L/C Issuer for each drawing under each Letter of Credit issued by

such L/C Issuer and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance

with the terms of this Agreement under all circumstances, including the following:

(i)              any

lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document, or any term or provisions herein

or therein;

(ii)             the

existence of any claim, counterclaim, setoff, defense or other right that the Parent Borrower or any Subsidiary may have at any time against

any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be

acting), such L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such

Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)            any

draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient

in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise

of any document required in order to make a drawing under such Letter of Credit;

(iv)            waiver

by such L/C Issuer of any requirement that exists for such L/C Issuer’s protection and not the protection of the Parent Borrower

or any waiver by such L/C Issuer which does not in fact materially prejudice the Parent Borrower;

(v)             honor

of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi)            any

payment made by such L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of,

or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC,

the ISP or the UCP, as applicable;

(vii)           any

payment by such L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with

the terms of such Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit to any Person purporting to be

a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of

or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under

any Debtor Relief Law; or

(viii)          any

other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might,

but for the provisions of this Section 2.03, constitute a defense available to, or a discharge of, any Loan Party or any Subsidiary.

The Parent Borrower shall

promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of

noncompliance with the Parent Borrower’s instructions or other irregularity, the Parent Borrower will immediately notify the applicable

L/C Issuer. The Parent Borrower shall be conclusively deemed to have waived any such claim against such L/C Issuer and its correspondents

unless such notice is given as aforesaid.

(f)             Role

of L/C Issuer. Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer

shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by

the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing

or delivering any such document. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent,

participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith

at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action

taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or

enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrowers hereby assume all risks

of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however,

that this assumption is not intended to, and shall not, preclude any Borrower’s pursuing such rights and remedies as it may have

against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their

respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of

the matters described in clauses (i) through (viii) of Section 2.03(e); provided, however, that anything

in such clauses to the contrary notwithstanding, a Borrower may have a claim against an L/C Issuer, and an L/C Issuer may be liable to

a Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower

which such Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful

failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly

complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an L/C Issuer may

accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice

or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring

or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole

or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication

to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or

overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g)            Applicability

of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the applicable L/C Issuer and the Parent Borrower when

a Letter of Credit is issued by it (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP

shall apply to each Letter of Credit. Notwithstanding the foregoing, no L/C Issuer shall be responsible to any Borrower for, and no L/C

Issuer’s rights and remedies against any Borrower shall be impaired by, any action or inaction of such L/C Issuer required or permitted

under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the

Law or any order of a jurisdiction where such L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable,

or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for

Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law &

Practice, whether or not any Letter of Credit chooses such law or practice.

(h)            Letter

of Credit Fees. The Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance,

subject to Section 2.17, with its Applicable Revolving Credit Percentage a Letter of Credit fee (the “Letter of Credit

Fee”) for each Letter of Credit equal to the Applicable Rate for the Revolving Credit Facility times the daily amount

available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of

Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall

be (i) due and payable on the tenth day after the end of each March, June, September and December, commencing with the first

such date to occur after the issuance of such Letter of Credit, on the Maturity Date for the Revolving Credit Facility and thereafter

on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate for the Revolving Credit

Facility during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the

Applicable Rate for the Revolving Credit Facility separately for each period during such quarter that such Applicable Rate was in effect.

Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default

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

(i)             Fronting

Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrowers shall pay directly to the applicable L/C Issuer for

its own account a fronting fee with respect to each Letter of Credit, at the rate per annum equal to the percentage separately agreed

upon between the Parent Borrower and such L/C Issuer, computed on the daily amount available to be drawn under such Letter of Credit on

a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth day after the end of each March, June, September and

December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing

with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date for the Revolving Credit Facility

and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such

Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrowers shall pay directly to the

applicable L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard

costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs

and charges are due and payable on demand and are nonrefundable.

(j)             Cash

Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Parent Borrower receives notice

from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving Credit

Lenders with L/C Obligations representing at least 66-2/3% of the total L/C Obligations) demanding the deposit of Cash Collateral pursuant

to this clause (j), the Borrowers shall promptly (and in any event within one (1) Business Day of such notice) deposit into a non-interest

bearing deposit account established and maintained on the books and records of the Administrative Agent (the “Collateral Account”)

an amount in cash equal to 105% of the total L/C Obligations as of such date plus any accrued and unpaid interest thereon, provided

that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall be immediately due and

payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described

in clause (f) of Section 8.01. Such deposit shall be held by the Administrative Agent in cash as collateral for

the payment and performance of the obligations of the Borrowers under this Agreement. In addition, and without limiting the foregoing

or Section 2.03(a)(ii) or Section 2.03(b)(v), if any L/C Obligations remain outstanding after the expiration

date specified in Section 2.03(a)(ii), the Borrowers shall immediately deposit into the Collateral Account an amount in cash

equal to 105% of such L/C Obligations as of such date plus any accrued and unpaid interest thereon.

The Administrative Agent shall

have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. Moneys in the Collateral

Account shall be applied by the Administrative Agent to reimburse each L/C Issuer for L/C Disbursements for which it has not been reimbursed,

together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction

of the reimbursement obligations of the Borrowers for the L/C Obligations at such time or, if the maturity of the Loans has been accelerated

(but subject to the consent of Revolving Credit Lenders with L/C Obligations representing 66-2/3% of the total L/C Obligations), be applied

to satisfy other obligations of the Borrowers under this Agreement. If the Borrowers are required to provide an amount of Cash Collateral

hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned

to the Borrowers within three (3) Business Days after all Events of Default have been cured or waived.

(k)            Conflict

with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof

shall control.

(l)             Letters

of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations

of, or is for the account of, a Subsidiary, each Borrower shall be obligated to reimburse, indemnify (as and to the extent contemplated

by this Agreement) and compensate (as and to the extent contemplated by this Agreement) the applicable L/C Issuer hereunder for any and

all drawings under such Letter of Credit as if such Letter of Credit had been issued solely for the account of such Borrower. Each Borrower

irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations

of such Subsidiary in respect of such Letter of Credit. Each Borrower hereby acknowledges that the issuance of Letters of Credit for the

account of Subsidiaries inures to the benefit of the Borrowers, and that the each Borrower’s business derives substantial benefits

from the businesses of such Subsidiaries.

(m)            L/C

Issuer Reports to Administrative Agent. Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in addition to

its notification obligations set forth elsewhere in this Section, provide the Administrative Agent with written reports from time to time,

as follows:

(i)              reasonably

prior to the time that such L/C Issuer issues, amends, renews, increases or extends a Letter of Credit, a written report that includes

the date of such issuance, amendment, renewal, increase or extension and the stated amount and currency of the applicable Letters of Credit

after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed);

(ii)             on

each Business Day on which such L/C Issuer makes a payment pursuant to a Letter of Credit, a written report that includes the date and

amount of such payment;

(iii)            on

any Business Day on which the Borrowers fail to reimburse a payment made pursuant to a Letter of Credit required to be reimbursed to such

L/C Issuer on such day, a written report that includes the date of such failure and the amount of such payment;

(iv)            on

any other Business Day, a written report that includes such other information as the Administrative Agent shall reasonably request as

to the Letters of Credit issued by such L/C Issuer; and

(v)            (x) on

the last Business Day of each calendar month and (y) on each date that (1) an L/C Credit Extension occurs or (2) there

is any expiration, cancellation and/or disbursement, in each case, with respect to any Letter of Credit issued by such L/C Issuer, a written

report that includes the information for every outstanding Letter of Credit issued by such L/C Issuer.

2.04         [Intentionally

Omitted].

2.05         Prepayments.

(a)            Optional

Prepayments. The Borrowers may, upon delivery by the Parent Borrower Notice of a Notice of Loan Prepayment to the Administrative Agent,

at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to Section 3.05;

provided that (A) such Notice of Loan Prepayment must be received by the Administrative Agent not later than 11:00 a.m. (1) three

Business Days prior to any date of prepayment of Term SOFR Loans and (2) on the date of prepayment of Base Rate Committed Loans or

Daily SOFR Loans; (B) any prepayment of Term SOFR Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple

of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Committed Loans or Daily SOFR Loans shall be in a minimum principal

amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, in each case, if less, the entire principal amount thereof then

outstanding. Each such Notice of Loan Prepayment shall specify the date and amount of such prepayment and the Type(s) of Committed

Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will

promptly notify each Lender of its receipt of each such Notice of Loan Prepayment, and of the amount of such Lender’s ratable portion

of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such Notice of Loan Prepayment

is given by the Parent Borrower, the Borrowers shall make such prepayment and the payment amount specified in such Notice of Loan Prepayment

shall be due and payable on the date specified therein; provided that the Notice of Loan Prepayment may be conditional upon the occurrence

or closing of another transaction or financing. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the

amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17,

each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages

in respect of the relevant Facilities.

(b)            Mandatory

Prepayments.

(i)              If

for any reason the Total Revolving Credit Outstandings exceed the Revolving Credit Facility then in effect, the Borrowers shall immediately

(x) prepay Loans (including L/C Borrowings) and/or (y) Cash Collateralize the L/C Obligations (other than the L/C Borrowings)

in an aggregate amount necessary to cause Total Revolving Credit Outstandings to equal or be less than the Revolving Credit Facility then

in effect; provided, however, that no Borrower shall be required to Cash Collateralize the L/C Obligations pursuant to this

Section 2.05(b) unless after the prepayment in full of the Revolving Credit Loans the Total Revolving Credit Outstandings

exceed the Revolving Credit Facility then in effect.

(ii)             Prepayments

made pursuant to this Section 2.05(b)(i), first, shall be applied ratably to the L/C Borrowings, second, shall

be applied ratably to the outstanding Revolving Credit Loans, and third, shall be deposited into the Collateral Account and used

to Cash Collateralize the remaining L/C Obligations. Upon a drawing under any Letter of Credit that has been Cash Collateralized, the

funds held as Cash Collateral shall be applied (without any further action by or notice to or from any Borrower or any other Loan Party)

to reimburse the L/C Issuers or the Revolving Credit Lenders, as applicable.

2.06         Termination

or Reduction of Commitments.

(a)            Optional.

The Parent Borrower may, upon notice to the Administrative Agent, terminate the Revolving Credit Facility or the Letter of Credit Subfacility,

or from time to time permanently reduce the Revolving Credit Facility or the Letter of Credit Subfacility; provided that (i) any

such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination

or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000

in excess thereof and (iii) the Parent Borrower shall not terminate or reduce (x) the Revolving Credit Facility if, after giving

effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit

Facility or (y) the Letter of Credit Subfacility if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully

Cash Collateralized hereunder would exceed the Letter of Credit Subfacility. The Administrative Agent will promptly notify the Revolving

Credit Lenders of any such notice of termination or reduction of the Revolving Credit Facility or Letter of Credit Subfacility. Any reduction

of the Revolving Credit Facility shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its

Applicable Revolving Credit Percentage, and upon any resulting reduction of the Letter of Credit Subfacility, the Letter of Credit Sublimit

of each L/C Issuer shall be reduced on a pro rata basis. All fees accrued until the effective date of any termination of the Revolving

Credit Facility shall be paid on the effective date of such termination. Following any such termination or reduction, the Administrative

Agent may in its discretion replace the existing Schedule 2.01 with an amended and restated schedule that reflects all such terminations

and reductions.

(b)            Mandatory.

The aggregate Term A-1 Commitments, Term A-2 Commitments and Term A-3 Commitments shall be automatically and permanently reduced to zero

on the date of the Term A-1 Borrowing, the Term A-2 Borrowing and the Term A-3 Borrowing, as applicable, after giving effect thereto.

2.07         Repayment

of Loans.

(a)            The

Borrowers shall repay to the Revolving Credit Lenders on the Maturity Date of the Revolving Credit Facility the aggregate principal amount

of all Revolving Credit Loans outstanding on such date.

(b)            The

Borrowers shall repay to the Term A-1 Lenders on the Maturity Date of the Term A-1 Facility the aggregate principal amount of all Term

A-1 Loans outstanding on such date.

Borrowers shall repay to the Term A-2 Lenders on the Maturity Date of the Term A-2 Facility the aggregate principal amount of all Term

A-2 Loans outstanding on such date.

(d)            The

Borrowers shall repay to the Term A-3 Lenders on the Maturity Date of the Term A-3 Facility the aggregate principal amount of all Term

A-3 Loans outstanding on such date.

2.08         Interest.

(a)            Subject

to the provisions of subsection (b) below, (i) each Term SOFR Loan under a Facility shall bear interest on the outstanding

principal amount thereof for each Interest Period at a rate per annum equal to the Term SOFR for such Interest Period plus the

Applicable Rate for such Facility; (ii) each Daily SOFR Loan under a Facility shall bear interest on the outstanding principal amount

thereof from the applicable borrowing date at a rate per annum equal to Daily Simple SOFR plus the Applicable Rate for such Facility;

and (iii) each Base Rate Committed Loan under a Facility shall bear interest on the outstanding principal amount thereof from the

applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for such Facility.

(b)            (i)             While

any Event of Default exists under Section 8.01(a)(i) or Section 8.01(f), the Borrowers shall pay interest

on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default

Rate to the fullest extent permitted by Applicable Law.

(ii)             Upon

the request of the Required Lenders, while any Event of Default exists (other than as set forth in clause (b)(i) above), the

Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum

at all times equal to the Default Rate to the fullest extent permitted by Applicable Law.

(iii)            Accrued

and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified

herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after

the commencement of any proceeding under any Debtor Relief Law.

2.09         Fees.

In addition to certain fees described in subsections (h) and (i) of Section 2.03 and in Sections

2.14(b)(iii), 2.15(b)(iv) and 2.18(b)(iii):

(a)            Revolving

Credit Facility Fee. The Borrowers shall pay to the Administrative Agent, for the account of each Revolving Credit Lender in accordance

with its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the “Facility Fee”

component of the Applicable Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Commitments

have terminated, the Total Revolving Credit Outstandings). For the avoidance of doubt, the Facility Fee shall accrue at all times during

the Availability Period in respect of the Revolving Credit Facility (and thereafter so long as any Revolving Credit Loans or L/C Obligations

remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall

be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the

first such date to occur after the Restatement Effective Date, on the last day of the Availability Period and, if applicable, thereafter

on demand. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the “Facility Fee” component

of the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the “Facility Fee”

component of the Applicable Rate separately for each period during such quarter that such “Facility Fee” component of the

Applicable Rate was in effect.

(b)            [intentionally

omitted].

Fees. The Borrowers shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the amounts

and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10         Computation

of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(a)            All

computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to Term SOFR) shall be made on the basis

of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on

the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed

on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on a

Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any Loan that is repaid on

the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative

Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b)            If,

as a result of any restatement of or other adjustment to the financial statements of the REIT or for any other reason, the Parent Borrower,

the Administrative Agent or the Required Lenders determine that (i) the ratio of Total Indebtedness to Total Asset Value as calculated

by any Loan Party as of any applicable date was inaccurate and (ii) a proper calculation of the ratio of Total Indebtedness to Total

Asset Value would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay

to the Administrative Agent for the account of the applicable Lenders or the L/C Issuers, as the case may be, promptly on demand by the

Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under

the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C

Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of

interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or

any L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII.

The obligations of the Borrowers under this paragraph shall survive the termination of the Facilities and the repayment of all other Obligations

hereunder.

2.11         Evidence

of Debt.

(a)            The

Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender in the ordinary

course of business. The Administrative Agent shall maintain the Register in accordance with Section 11.06(c). The accounts

or records maintained by each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders

to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or

otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any

conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the absence of manifest

error. Upon the request of any Lender made through the Administrative Agent, each Borrower shall execute and deliver to such Lender (through

the Administrative Agent) a Revolving Credit Note, a Term A-1 Note, a Term A-2 Note and/or a Term A-3 Note, as applicable, which shall

evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note(s) and endorse

thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b)            In

addition to the accounts and records referred to in subsection (a) above, each Lender and the Administrative Agent shall maintain

in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters

of Credit. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records

of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest

error.

2.12         Payments

Generally; Administrative Agent’s Clawback.

(a)            General.

All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense,

recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative

Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars

and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly

distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein)

of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative

Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue

to accrue. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next

following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)            (i)

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender

prior to the proposed date of any Committed Borrowing of Term SOFR Loans (or, in the case of any Committed Borrowing of Base Rate Loans

or Daily SOFR Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not make available to the Administrative

Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share

available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans or Daily

SOFR Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and

may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact

made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers

severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest

thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment

to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and

a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any

administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in

the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans under the applicable Facility. If the

Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative

Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its

share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s

Committed Loan included in such Committed Borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers

may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii)             Payments

by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from any Borrower prior

to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any L/C Issuer hereunder that the

Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance

herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable L/C Issuer, as the case may be, the amount

due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to

which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies

(such payment referred to as the “Rescindable Amount”): (1) the Borrowers have not

in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether

or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of

the Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand

the Rescindable Amount so distributed to such Lender or such L/C Issuer, in immediately available funds 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.

(iii)            Notice.

A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall

be conclusive, absent manifest error.

to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender

as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the

Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or

waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender)

to such Lender, without interest.

(d)            Obligations

of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans, to fund participations in Letters of Credit

and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Committed

Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall

not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure

of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment under Section 11.04(c).

(e)            Funding

Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or

to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f)            Insufficient

Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal,

L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees

then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties,

and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in

accordance with the amounts of principal and L/C Borrowings then due to such parties.

2.13         Sharing

of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect

of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations held by it resulting

in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued

interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall

(a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed

Loans and subparticipations in L/C Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the

benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued

interest on their respective Committed Loans and other amounts owing them in respect of the Facilities, provided that:

(i)              if

any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such

participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest;

and

(ii)             the

provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of any Borrower pursuant

to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting

Lender), (y) the application of Cash Collateral provided for in Section 2.16,

or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed

Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to the Parent Borrower or any Affiliate

thereof (as to which the provisions of this Section shall apply).

Each Loan Party consents to

the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant

to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation

as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.14         Extension

of Maturity Date in respect of Revolving Credit Facility.

(a)            Request

for Extension. The Parent Borrower may, by written notice to the Administrative Agent (such notice, a “Revolving Credit Extension

Notice”) not earlier than 90 days and not later than 30 days prior to the Maturity Date then in effect hereunder for the Revolving

Credit Facility (the “Existing Revolving Credit Maturity Date”), request that the Revolving Credit Lenders extend the

Maturity Date for the Revolving Credit Facility for an additional six (6) month period from such Existing Revolving Credit Maturity

Date (the “First Revolving Credit Maturity Date Extension”), and (if so extended) for an additional six (6) month

period to the fifth anniversary of the Restatement Effective Date (the “Second Revolving Credit Maturity Date Extension”

and together with the First Revolving Credit Maturity Date Extension, each a “Revolving Credit Maturity Date Extension”).

The Administrative Agent shall distribute any such Revolving Credit Extension Notice to the Revolving Credit Lenders promptly following

its receipt thereof.

(b)            Conditions

Precedent to Effectiveness of each Revolving Credit Maturity Date Extension. As conditions precedent to the effectiveness of each

Revolving Credit Maturity Date Extension on the then Existing Revolving Credit Maturity Date, each of the following requirements shall

be satisfied:

(i)              The

Administrative Agent shall have received a Revolving Credit Extension Notice within the period required under subsection (a) above;

(ii)             On

the date of such Revolving Credit Extension Notice and both immediately before and immediately after giving effect to such Revolving Credit

Maturity Date Extension, no Default or Event of Default shall have occurred and be continuing;

(iii)            The

Borrowers shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable

Revolving Credit Percentages as of the applicable Existing Revolving Credit Maturity Date, an extension fee in an amount equal to 0.075%

of the Revolving Credit Facility in effect on such Existing Revolving Credit Maturity Date, it being agreed that such fee shall be fully

earned when paid and shall not be refundable for any reason; and

(iv)            The

Administrative Agent shall have received a certificate of the Parent Borrower dated as of the applicable Existing Revolving Credit Maturity

Date signed by a Responsible Officer of the Parent Borrower certifying that, before and after giving effect to such extension, (A) the

representations and warranties contained in Article V or any other Loan Document, or which are contained in any document furnished

at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the Existing Revolving

Credit Maturity Date (without duplication of materiality qualifiers set forth in such representations and warranties), except (i) with

respect to the representations and warranties set forth in Sections 5.15(b) and 5.19, in which case they are true and

correct in all respects, (ii) to the extent that such representations and warranties expressly relate to an earlier date (in which

case such representations and warranties are true and correct in all material respects (or, in the case of Sections 5.15(b) and

5.19 in all respects) on and as of such earlier date, without duplication of materiality qualifiers set forth in such representations

and warranties) and (iii) that for purposes of this Section 2.14, the representations and warranties contained in subsections

(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant

to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists.

2.15         Increase

in Facilities.

(a)            Request

for Increase. The Parent Borrower may by written notice to the Administrative Agent request, from time to time, to increase the aggregate

principal amount of the Facilities to an amount not exceeding $2,000,000,000 through one or more increases in the existing Revolving Credit

Facility (each, an “Incremental Revolving Commitment”) and/or increases in the principal amount of the Term A-1 Facility

and/or the Term A-2 Facility and/or the Term A-3 Facility (each, an “Incremental Term Commitment”) and/or the addition

of one or more new pari passu tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term

Loan Facility, Incremental Revolving Commitment and Incremental Term Commitment are collectively referred to as “Incremental

Commitments”); provided that any such request for an increase shall be in a minimum amount of $50,000,000 (provided that

such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of

the Facilities set forth above). Each notice from the Parent Borrower pursuant to this Section 2.15 shall specify (i) the

date on which the Parent Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10

Business Days after the date on which such notice is delivered to the Administrative Agent (the “Notice Period”) and

(ii) the identity of each Lender and each other Eligible Assignee to whom the Parent Borrower proposes any portion of such Incremental

Commitments be allocated and the amount of such Incremental Commitments being requested from each such Lender and Eligible Assignee; provided

that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion,

to provide such Incremental Commitment and any Lender not responding within the Notice Period shall be deemed to have declined to provide

such Incremental Commitment. The Administrative Agent and the Parent Borrower shall thereafter determine the effective date (each an “Increase

Effective Date”) and the final allocation of such Incremental Commitments among the Lenders and Eligible Assignees.

(b)            Conditions.

An Incremental Commitment shall become effective as of the Increase Effective Date; provided that:

(i)              after

giving pro forma effect to such Incremental Commitment and the use of proceeds, no Default shall exist;

(ii)             the

Parent Borrower shall have delivered to the Administrative Agent a certificate dated as of the Increase Effective Date signed by a Responsible

Officer of the Parent Borrower (x) attaching the resolutions adopted by or on behalf of each Borrower and each Guarantor (if any)

approving or consenting to an increase in the aggregate principal amount of the Facilities to an amount at least equal to the aggregate

principal amount of the Facilities that will be in effect after giving effect to such Incremental Commitment and certifying that, as of

such Increase Effective Date, such resolutions are and remain in full force and effect and have not been modified, rescinded or superseded

since the date of adoption, and (y) certifying that, before and after giving effect to such Incremental Commitments and the Credit

Extensions, if any to be made on such Increase Effective Date (A) the representations and warranties contained in Article V

or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and

correct in all material respects on and as of the Increase Effective Date (without duplication of materiality qualifiers set forth in

such representations and warranties), except (1) with respect to the representations and warranties set forth in Sections 5.15(b) and

5.19, in which case they are true and correct in all respects, (2) to the extent that such representations and warranties

expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects (or,

in the case of Sections 5.15(b) and 5.19 in all respects) on and as of such earlier date, without duplication of materiality

qualifiers set forth in such representations and warranties) and (3) that for purposes of this Section 2.15, the representations

and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the

most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and

(B) no Default exists;

(iii)            if

requested by a new Lender participating in such Incremental Commitment, notes executed by the Borrowers payable to such new Lender;

(iv)            the

Administrative Agent shall have received documentation from each Person providing such Incremental Commitment evidencing its share of

the Incremental Commitments and its obligations under this Agreement in form and substance reasonably acceptable to the Administrative

Agent, including, in the case of a new Lender, a New Lender Joinder Agreement, subject in each case to any requisite consents required

under Section 11.06;

(v)             the

Borrowers shall pay any applicable fees and expenses as are due and payable in connection with such Incremental Commitment;

(vi)            the

Borrowers shall make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.15(d);

(vii)           if

requested by the Administrative Agent or any Lender or other Eligible Assignee participating in such Incremental Commitment, the Administrative

Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, a customary opinion of counsel

to the Loan Parties (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent,

the Lenders and the L/C Issuers;

(viii)          to

the extent reasonably requested by the Administrative Agent or any Lender participating in such Incremental Commitment at least ten (10) days

prior to such Increase Effective Date, receipt by the Administrative Agent or such Lender, as applicable, of all necessary information

in connection with the USA PATRIOT Act, “know your customer” requirements, anti-money laundering requirements and, if applicable,

the Beneficial Ownership Regulation (including a Beneficial Ownership Certification) and other customary requirements not later than five

(5) days prior to such Increase Effective Date;

(ix)            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 rules and regulations, including without

limitation, the USA PATRIOT Act; and

(x)             the

Borrowers shall have delivered or caused to be delivered such other assurances, certificates, documents, consents or opinions as the Administrative

Agent, any of the Lenders or other Eligible Assignees providing such Incremental Commitment or, in the case of an Incremental Revolving

Commitment, any L/C Issuer, reasonably may require.

of Incremental Commitments.

(i)              Except

in the case of a newly established Incremental Term Loan Facility, each such Incremental Commitment (including any existing Incremental

Term Loan Facility) shall be on the same terms as the Facility being increased and all incremental commitments and loans provided as part

of a newly established Incremental Term Loan Facility, subject to subsection (b) above, shall be on terms agreed to by the

Parent Borrower and the Lenders providing such Incremental Term Loan Facility; and

(ii)             Each

Incremental Term Loan Facility and the related Incremental Term Loans, subject to clause (ii) of the last proviso to Section 11.01,

if applicable, will be on such terms (including as to amortization and maturity) as are agreed to by the Parent Borrower and each Incremental

Term Loan Lender with respect to such Incremental Term Loan Facility; provided that, if the terms of such Incremental Term Loan

Facility and the related Incremental Term Loans (other than final maturity) are not the same as the terms of a then existing Incremental

Term Loan Facility, the operational, technical and administrative provisions of such Incremental Term Loan Facility shall be reasonably

acceptable to the Administrative Agent; provided, further that such Incremental Term Loans will not in any event have a

maturity date earlier than the latest Maturity Date (including any extension option) of any then existing Facility.

(d)            Adjustment

of Revolving Credit Loans. In the event that an Incremental Revolving Commitment results in any change to the Applicable Revolving

Credit Percentage of any Lender, then on the Increase Effective Date, (i) subject to the satisfaction of the foregoing terms and

conditions and the conditions set forth in Section 4.02, each Revolving Credit Lender and other Eligible Assignee that is

providing such Incremental Revolving Commitment shall make a Revolving Credit Loan, the proceeds of which will be used to prepay the Revolving

Credit Loans of the existing Revolving Credit Lenders immediately prior to such Increase Effective Date, so that, after giving effect

thereto, the Revolving Credit Loans outstanding are held by the Revolving Credit Lenders pro rata based on their Revolving Credit Commitments

after giving effect to such Incremental Revolving Commitment and (ii) the participation interests of the Lenders in any outstanding

Letters of Credit shall be automatically reallocated among the Revolving Credit Lenders in accordance with their respective Applicable

Revolving Credit Percentages after giving effect to such Incremental Revolving Commitment. If there is a new borrowing of Revolving Credit

Loans on such Increase Effective Date, the Revolving Credit Lenders after giving effect to such Increase Effective Date shall make such

Revolving Credit Loans in accordance with Section 2.01(a).

(e)            Making

of New Term Loans. On any Increase Effective Date on which an Incremental Term Commitment is effective, subject to the satisfaction

of the foregoing terms and conditions and the conditions set forth in Section 4.02, each Lender and Eligible Assignee that

has agreed to provide such Incremental Term Commitment shall make a Term A-1 Loan, a Term A-2 Loan or a Term A-3 Loan, as applicable,

to the Borrowers in an amount equal to its pro rata share of such Incremental Term Commitment.

(f)             Incremental

Term Loans. On any Increase Effective Date on which an Incremental Term Loan Facility is effective, subject to the satisfaction of

the foregoing terms and conditions and the conditions set forth in Section 4.02, each Lender and Eligible Assignee that has

agreed to provide such Incremental Term Loan Facility shall make an Incremental Term Loan to the Borrowers in an amount equal to its pro

rata share of such Incremental Term Loan Facility in accordance with the conditions and procedures set forth in Section 2.02

and any applicable Commitment Increase Amendment.

(g)            Amendments.

If any amendment to this Agreement or any other Loan Document is required to give effect to any Incremental Commitments or Loan made pursuant

thereto in accordance with this Section 2.15, then such amendment shall be effective if executed by each Borrower, each Lender

and Eligible Assignee providing such Incremental Commitments and the Administrative Agent (each such amendment is a “Commitment

Increase Amendment”). Notwithstanding anything to the contrary in Section 11.01, the Commitment Increase 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 2.15.

(h)            Equal

and Ratable Benefit. The Loans and Commitments established pursuant to this Section 2.15 shall constitute Loans and Commitments

under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents.

(i)             Conflicting

Provisions. This Section 2.15 shall supersede any provisions in Section 2.13 or 11.01 to the contrary.

2.16         Cash

Collateral.

(a)            Obligation

to Cash Collateralize. At any time that there shall exist a Defaulting Lender, within one Business Day following the written request

of the Administrative Agent or any L/C Issuer (with a copy to the Administrative Agent), the Parent Borrower shall Cash Collateralize

the L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.17(a)(iv) and

any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(b)            Grant

of Security Interest. The Parent Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants

to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Lenders,

and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other

property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which

such Cash Collateral may be applied pursuant to Section 2.16(c). If at any time the Administrative Agent determines that Cash

Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuers as herein provided, or

that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Parent Borrower will, promptly upon demand

by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate

such deficiency (determined in the case of Cash Collateral provided pursuant to paragraph (a) above, after giving effect to Section 2.17(a)(iv) and

any Cash Collateral provided by such Defaulting Lender). All Cash Collateral (other than credit support not constituting funds subject

to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Parent Borrower shall pay on

demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with

the maintenance and disbursement of Cash Collateral.

Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16

or Sections 2.03, 2.05, 2.17 or 8.02 in respect of Letters of Credit shall be held and applied to

the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided

by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided,

prior to any other application of such property as may otherwise be provided for herein.

(d)            Release.

Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released

promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by

the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi)))

or (ii) the determination by the Administrative Agent and the applicable L/C Issuer(s) that there exists excess Cash Collateral;

provided, however, (x) Cash Collateral furnished by or on behalf of the Parent Borrower shall not be released during

the continuance of a Default (and following application as provided in this Section 2.16 may be otherwise applied in accordance

with Section 8.03), and (y) the Person providing Cash Collateral and the applicable L/C Issuer(s) may agree that

Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.17         Defaulting

Lenders.

(a)            Adjustments.

Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time

as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i)              Waivers

and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this

Agreement shall be restricted as set forth in the definition of “Required Lenders”, “Required Revolving Lenders”,

“Required Term A-1 Lenders”, “Required Term A-2 Lenders” and Section 11.01.

(ii)             Defaulting

Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of

such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by

the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may

be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the

Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to an

L/C Issuer hereunder; third, to Cash Collateralize the L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender

in accordance with Section 2.16; fourth, as the Parent Borrower may request (so long as no Default or Event of Default

exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this

Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Parent Borrower,

to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding

obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuers’ future Fronting Exposure

with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16;

sixth, to the payment of any amounts owing to the Lenders or the L/C Issuers as a result of any judgment of a court of competent

jurisdiction obtained by any Lender or any L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach

of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts

owing to the Parent Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Parent Borrower against

such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth,

to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment

is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its

appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth

in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed

to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to,

such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders

pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv). Any payments, prepayments

or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post

Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender,

and each Lender irrevocably consents hereto.

(iii)            Certain

Fees.

(A)          No

Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) and Section 2.09(b) for

any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any portion of such fee that

otherwise would have been paid to that Defaulting Lender).

(B)           Each

Defaulting Lender that is a Revolving Credit Lender shall be entitled to receive Letter of Credit Fees for any period during which that

Lender is a Defaulting Lender only to the extent allocable to its Applicable Revolving Credit Percentage of the stated amount of Letters

of Credit for which it has provided Cash Collateral pursuant to the terms of this Agreement.

respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrowers

shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect

to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to

clause (iv) below, (y) pay to each applicable L/C Issuer the amount of any such fee otherwise payable to such Defaulting

Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to

pay the remaining amount of any such fee.

(iv)            Reallocation

of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations

shall be reallocated among the Non-Defaulting Lenders that are Revolving Credit Lenders in accordance with their respective Applicable

Revolving Credit Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the

extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting

Lender’s Revolving Credit Commitment. Subject to Section 11.20, no reallocation hereunder shall constitute a waiver

or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender,

including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v)             Cash

Collateral. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Parent

Borrower shall, without prejudice to any right or remedy available to it hereunder or under Applicable Law, Cash Collateralize the L/C

Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.16.

(b)            Defaulting

Lender Cure. If the Parent Borrower, the Administrative Agent, and, with respect to any Defaulting Lender that is a Revolving

Credit Lender, the L/C Issuers, agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify

the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which

may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion

of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause

the Committed Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance

with their Applicable Percentages (without giving effect to Section 2.17(a)(iv)), whereupon such Lender will cease to be a

Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or

on behalf of the Parent 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.

Letters of Credit. So long as any Lender is a Defaulting Lender, no L/C Issuer shall be required to issue, extend, increase, reinstate

or renew any Letter of Credit unless it is reasonably satisfied that it will have no Fronting Exposure after giving effect thereto.

2.18         Joint

and Several Nature of Borrowers’ Obligations.

(a)            Obligations.

Except as specifically provided herein, the Obligations of the Parent Borrower and each of the other Borrowers shall be joint and several

in nature regardless of which such Person actually receives Credit Extensions hereunder or the amount of such Credit Extensions received

or the manner in which the Administrative Agent, the L/C Issuer or any Lender accounts for such Credit Extensions on its books and records.

Notwithstanding anything contained to the contrary herein or in any Loan Document.

(b)            Appointment.

Each Borrower hereby irrevocably appoints the Parent Borrower to act as its agent for all purposes of this Agreement and the other Loan

Documents and agrees that (i) the Parent Borrower may execute such documents on behalf of such Borrower as the Parent Borrower deems

appropriate in its sole discretion and such Borrower shall be obligated by all of the terms of any such document executed on its behalf,

(ii) any notice or communication delivered by the Administrative Agent, a Lender or an L/C Issuer to the Parent Borrower shall be

deemed delivered to each Borrower and (iii) the Administrative Agent, any Lender and/or any L/C Issuer may accept, and be permitted

to rely on, any document, instrument or agreement executed by the Parent Borrower on behalf of each of the Loan Parties.

ARTICLE III. TAXES,

YIELD PROTECTION AND ILLEGALITY

3.01         Taxes.

(a)            Payments

Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i)

Any and all payments by or on account of any obligation of any 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 the Administrative Agent) requires the deduction or withholding of any Tax from any such payment by the

Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or

withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii)

If any Loan Party or the Administrative Agent shall be required by the Code to withhold or

deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the

Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon

the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent

shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and

(C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable

Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions

(including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives

an amount equal to the sum it would have received had no such withholding or deduction been made.

(iii)            If

any Loan Party or the Administrative Agent shall be required by any Applicable Law other than the Code to withhold or deduct any Taxes

from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions

as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below,

(B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or

deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction

is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any

required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01)

the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b)            Payment

of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan Parties shall timely

pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse

it for the payment of, any Other Taxes.

(i)      Each of the Loan Parties shall, and does hereby, jointly

and severally indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full

amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01)

payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest

and 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 Parent

Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or

on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly

and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for

any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant

to Section 3.01(c)(ii) below.

(ii)             Each

Lender and each L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after

demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer

(but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without

limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against

any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the

maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded

Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party

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 and each L/C Issuer

hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such L/C Issuer,

as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause

(ii).

(d)            Evidence

of Payments. As soon as practicable after any payment of Taxes by the Parent Borrower to a Governmental Authority as provided in this

Section 3.01, the Parent Borrower 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 any return required by Laws to report such payment or other evidence

of such payment reasonably satisfactory to the Administrative Agent.

(e)            Status

of Lenders; Tax Documentation.

(i)              Any

Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall

deliver to the Parent Borrower and the Administrative Agent, at the time or times reasonably requested by the Parent Borrower or the Administrative

Agent, such properly completed and executed documentation reasonably requested by the Parent Borrower or the Administrative Agent as will

permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested

by the Parent Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably

requested by the Parent Borrower or the Administrative Agent as will enable the Parent Borrower or the Administrative Agent to determine

whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary

in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth

in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s

reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or

would materially prejudice the legal or commercial position of such Lender.

(ii)             Without

limiting the generality of the foregoing, in the event that a Borrower is a U.S. Person,

(A)           any

Lender that is a U.S. Person shall deliver to the Parent Borrower and the Administrative Agent on or prior to the date on which such Lender

becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Parent Borrower or the Administrative

Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)           any

Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Parent 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 Parent 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, executed copies of IRS Form W-8BENE (or W-8BEN, 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-8BENE (or W-8BEN, as applicable) establishing an

exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income”

article of such tax treaty;

(II)           executed

copies of IRS Form W-8ECI;

(III)         in

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

(x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank”

within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Parent Borrower within

the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of

the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENE (or W-8BEN, as

applicable); or

(IV)         to

the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS

Form W-8BENE (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or

Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided

that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio

interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4

on behalf of each such direct and indirect partner;

Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Parent 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 Parent Borrower or the Administrative Agent), executed

copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding

Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Parent Borrower

or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)           if

a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were

to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of

the Code, as applicable), such Lender shall deliver to the Parent Borrower and the Administrative Agent at the time or times prescribed

by law and at such time or times reasonably requested by the Parent Borrower or the Administrative Agent such documentation prescribed

by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably

requested by the Parent Borrower or the Administrative Agent as may be necessary for the Parent Borrower and the Administrative Agent

to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under

FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”

shall include any amendments made to FATCA after the Restatement Effective Date.

(iii)            Each

Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete

or inaccurate in any respect, it shall update such form or certification or promptly notify the Parent Borrower and the Administrative

Agent in writing of its legal inability to do so.

(f)            Treatment

of Certain Refunds. Unless required by Applicable Law, at no time shall the Administrative Agent have any obligation to file for or

otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund of

Taxes withheld or deducted from funds paid for the account of such Lender or such L/C Issuer, as the case may be. If any Recipient 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 by any

Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay

to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a

Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses

(including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority

with respect to such refund), provided that such Loan Party, upon the request of the Recipient, agrees to repay the amount paid

over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient

in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in

this subsection, in no event will the applicable Recipient be required to pay any amount to any Loan Party pursuant to this subsection

the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient 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 Recipient

to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any

other Person.

(g)            Survival.

Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative

Agent or any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Facilities and the repayment,

satisfaction or discharge of all other Obligations.

3.02         Illegality.

If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for

any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to SOFR, Daily

Simple SOFR or Term SOFR, or to determine or charge interest rates based upon SOFR, Daily Simple SOFR or Term SOFR, then, upon notice

thereof by such Lender to the Parent Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or continue

SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended, and (b) if such notice asserts the illegality of such

Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Term SOFR component of the

Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the

Administrative Agent without reference to the Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative

Agent and the Parent Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice,

(i) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay all SOFR Loans of such Lender

or convert all SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary

to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate), in

each case, immediately, or, in the case of Term SOFR Loans, on the last day of the Interest Period therefor if such Lender may lawfully

continue to maintain such Term SOFR Loans to such day and (ii) if such notice asserts the illegality of such Lender determining

or charging interest rates based upon Term SOFR, the Administrative Agent shall during the period of such suspension compute the Base

Rate applicable to such Lender without reference to the Term SOFR component thereof until the Administrative Agent is advised in writing

by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon Term SOFR. Upon any such

prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional

amounts required pursuant to Section 3.05.

3.03         Inability

to Determine Rates; Replacement of Successor Rates.

(a)            Inability

to Determine Rates. If in connection with any request for a SOFR Loan, a conversion to a SOFR Loan, or a continuation of a Term SOFR

Loan, (i) the Administrative Agent determines that (which determination shall be conclusive absent manifest error) that (A) no

Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances under clause (i) of Section 3.03(b) or

the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for determining Daily

Simple SOFR or Term SOFR for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Term

SOFR Loan or in connection with an existing or proposed Daily SOFR Loan or Base Rate Loan, or (ii) the Administrative Agent or the

Required Lenders determine that for any reason that Daily Simple SOFR or Term SOFR with respect to a proposed Loan for any requested Interest

Period or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative

Agent will promptly so notify the Parent Borrower and each Lender.

Thereafter, (x) the

obligation of the Lenders to make or maintain Daily SOFR Loans and/or Term SOFR Loans, as applicable, or to convert Base Rate Loans to

SOFR Loans, shall be suspended in each case to the extent of the affected SOFR Loans or Interest Period(s) or determination date(s),

as applicable, and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component

of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative

Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.03(a), until

the Administrative Agent upon instruction of the Required Lenders) revokes such notice.

Upon receipt of

such notice, (i) the Borrowers may revoke any pending request for a Committed Borrowing of, or conversion to Daily SOFR Loans, or

Committed Borrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest

Periods or determination date(s), as applicable), or, failing that, will be deemed to have converted such request into a request for a

Committed Borrowing of Base Rate Loans in the amount specified therein and (ii) any outstanding SOFR Loans shall be deemed to have

been converted to Base Rate Loans immediately, in the case of a Daily SOFR Loan, or at the end of the applicable Interest Period, in the

case of a Term SOFR Loan.

(b)            Replacement

of Term SOFR and SOFR or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if

the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Parent Borrower or Required

Lenders notify(ies) the Administrative Agent (with, in the case of the Required Lenders, a copy to the Parent Borrower) that the Parent

Borrower or Required Lenders (as applicable) have determined, that:

(i)            adequate

and reasonable means do not exist for ascertaining SOFR and one month and three month and six month interest periods of Term SOFR (for

clarification, none of Daily Simple SOFR or Term SOFR for interest periods of one month, three months and six months are ascertainable),

including, without limitation, because SOFR or the Term SOFR Screen Rate, as applicable, is not available or published on a current basis

and such circumstances are unlikely to be temporary; or

(ii)           CME

or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent

or such administrator with respect to its publication of Term SOFR, or the SOFR Administrator or any Governmental Authority having jurisdiction

over the Administrative Agent or the SOFR Administrator with respect to its publication of SOFR, in each case acting in such capacity,

has made a public statement identifying a specific date after which SOFR, or one month and three month and six month interest periods

of Term SOFR or the Term SOFR Screen Rate, as applicable, shall or will no longer be made available, or permitted to be used for determining

the interest rate of Dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such

statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide SOFR or

such interest periods of Term SOFR, as applicable, after such specific date (the latest date on which SOFR or one month, three month and

six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “Scheduled

Unavailability Date”);

notwithstanding anything to the contrary contained

herein, if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurred

with respect to the Successor Rate then in effect, then, the Administrative Agent and the Parent Borrower may amend this Agreement solely

for the purpose of replacing SOFR, Daily Simple SOFR and/or Term SOFR, or any then current Successor Rate, in accordance with this Section 3.03

with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar credit facilities

syndicated and agented in the U.S. and denominated in Dollars for such alternative benchmarks, and, in each case, including any mathematical

or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities

syndicated and agented in the U.S. and denominated in Dollars for such benchmarks. For the avoidance of doubt, any such proposed rate,

including for the avoidance of doubt, any adjustment thereto, shall constitute a “Successor Rate”. Any such amendment

shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment

to all Lenders and the Parent Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative

Agent written notice that such Required Lenders object to such amendment.

The Administrative Agent will

promptly (in one or more notices) notify the Parent Borrower and each Lender of the implementation of any Successor Rate.

Any Successor Rate shall be

applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible

for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative

Agent.

Notwithstanding anything else

herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be

zero for the purposes of this Agreement and the other Loan Documents.

In connection with the implementation

of a Successor Rate the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything

to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without

any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected,

the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Parent Borrower and the Lenders reasonably

promptly after such amendment becomes effective.

3.04         Increased

Costs.

(a)            Increased

Costs Generally. If any Change in Law shall:

(i)              impose,

modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits

with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by any L/C

Issuer);

(ii)             subject

any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the

definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other

obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)            impose

on any Lender or any L/C Issuer any other condition, cost or expense affecting this Agreement or SOFR Loans made by such Lender or any

Letter of Credit or participation therein;

and the result of any of the foregoing shall be

to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to

make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter

of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received

or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such

Lender or such L/C Issuer, the Parent Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount

or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b)            Capital

Requirements. If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or any Lending

Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements

has or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or on the capital

of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such

Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such L/C

Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could

have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the policies

of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy and liquidity), then from time to time

the Parent Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate

such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered.

for Reimbursement. A certificate of a Lender or an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender

or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and

delivered to the Parent Borrower shall be conclusive absent manifest error. The Parent shall pay such Lender or such L/C Issuer, as the

case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)            Delay

in Requests. Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing provisions

of this Section 3.04 shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such

compensation, provided that no Borrower shall be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions

of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender

or such L/C Issuer, as the case may be, notifies the Parent Borrower of the Change in Law giving rise to such increased costs or reductions

and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving

rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the

period of retroactive effect thereof).

3.05         Compensation

for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Parent Borrower shall promptly

compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)            any

continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan or a Daily SOFR Loan on a day other than the last

day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)            any

failure by the Parent Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert

any Loan other than a Base Rate Loan or a Daily SOFR Loan on the date or in the amount notified by the Parent Borrower; or

assignment of a Term SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Parent

Borrower pursuant to Section 11.13;

including any loss of anticipated profits and

any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to

terminate the deposits from which such funds were obtained. The Parent Borrower shall also pay any customary administrative fees charged

by such Lender in connection with the foregoing.

3.06         Mitigation

Obligations; Replacement of Lenders.

(a)            Designation

of a Different Lending Office. Each Lender may make any Credit Extension to the Borrowers through any Lending Office, provided that

the exercise of this option shall not affect the obligation of the Borrowers to repay the Credit Extension in accordance with the terms

of this Agreement. If any Lender requests compensation under Section 3.04, or requires the Borrowers to pay any Indemnified

Taxes or additional amounts to any Lender, any L/C Issuer, or any Governmental Authority for the account of any Lender or any L/C Issuer

pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the

Parent Borrower such Lender or such L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for

funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates,

if, in the judgment of such Lender or such L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable

pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02,

as applicable, and (ii) in each case, would not subject such Lender or such L/C Issuer, as the case may be, to any unreimbursed cost

or expense and would not otherwise be disadvantageous to such Lender or such L/C Issuer, as the case may be. The Borrowers hereby agree

to pay all reasonable costs and expenses incurred by any Lender or any L/C Issuer in connection with any such designation or assignment.

(b)            Replacement

of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are required to pay any Indemnified

Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01

and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a),

the Parent Borrower may replace such Lender in accordance with Section 11.13.

3.07        [Intentionally

Omitted]

3.08         Survival.

All of the Borrowers’ obligations under this Article III shall survive the termination of the Facilities, repayment

of all other Obligations hereunder, and resignation of the Administrative Agent.

ARTICLE IV. CONDITIONS

PRECEDENT TO Credit Extensions

4.01         Conditions

of Effectiveness. The effectiveness of this Agreement and the obligation of each Lender to make its initial Credit Extension hereunder

is subject to satisfaction of the following conditions precedent:

(a)            The

Administrative Agent’s receipt of the following, each of which shall be originals, or e-mail (in a .pdf format) or telecopies (followed

promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated

the Restatement Effective Date (or, in the case of certificates of governmental officials and the Borrower Detail Form, a recent date

before the Restatement Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:

(i)              executed

counterparts of this Agreement;

(ii)             a

Revolving Credit Note executed by the Borrowers in favor of each Revolving Credit Lender requesting a Revolving Credit Note, a Term A-1

Note executed by the Borrowers in favor of each Term A-1 Lender requesting a Term A-1 Note, a Term A-2 Note executed by the Borrowers

in favor of each Term A-2 Lender requesting a Term A-2 Note, and a Term A-3 Note executed by the Borrowers in favor of each Term A-3 Lender

requesting a Term A-3 Note;

(iii)            Such

certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party

as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized

to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;

(iv)            such

documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or

formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in (A) its jurisdiction

of organization and (B) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires

such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

(v)             favorable

opinions addressed and reasonably satisfactory to the Administrative Agent, the L/C Issuers and the Lenders, from counsel reasonably acceptable

to the Administrative Agent, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably

request;

(vi)            a

certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required

in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents

to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such

consents, licenses or approvals are so required;

(vii)            a

certificate signed by a Responsible Officer of the Parent Borrower certifying (A) that the conditions specified in Sections 4.02(a) and

(b) have been satisfied, (B) that there has been no event or circumstance since December 31, 2025 that has

had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) that no action,

suit, investigation or proceeding is pending or, to the knowledge of any Loan Party, threatened in any court or before any arbitrator

or Governmental Authority that (1) relates to this Agreement or any other Loan Document, or any of the transactions contemplated

hereby or thereby, or (2) could reasonably be expected to have a Material Adverse Effect and (D) a calculation of the ratio

of Total Indebtedness to Total Asset Value as of the last day of the fiscal year of the REIT ended December 31, 2025;

(viii)           a

Solvency Certificate from the REIT certifying that, after giving effect to the transactions to occur on the Restatement Effective Date

(including, without limitation, all Credit Extensions to occur on the Restatement Effective Date), each Loan Party is, individually and

together with its Subsidiaries on a consolidated basis, Solvent;

(ix)            a

duly completed compliance certificate, giving pro forma effect to the transactions to occur on the Restatement Effective Date (including,

without limitation, all Credit Extensions to occur on the Restatement Effective Date);

(x)            duly

completed Borrower Detail Form signed by a Responsible Officer of each Borrower;

(xi)            the

financial statements referenced in Section 5.05(a) and (b);

(xii)           such

other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Required Lenders, the

Required Term A-1 Lenders, or the Required Term A-2 Lenders or the Required Term A-3 Lenders reasonably may require.

(b)            Any

fees required hereunder or under the Fee Letters to be paid on or before the Restatement Effective Date shall have been paid.

of all due diligence with respect to the REIT, the Borrowers, and their respective Subsidiaries and properties in scope and determination

satisfactory to the Administrative Agent, the Bookrunners, the Arrangers and the Lenders in their sole discretion.

(d)            On

or prior to the Restatement Effective Date, the Administrative Agent and/or the applicable title company, as the case may be, shall have

received such affidavits, agreements, instruments, certificates, reports (including, without limitation, those referenced in Section 11.25(b))

that are deemed necessary by Administrative in its sole discretion to consummate the assignment of the City Point Mortgages to the Administrative

Agent on the Restatement Effective Date.

(e)            Unless

waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative

Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced (which invoice may be in summary form)

prior to or on the Restatement Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute

its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided

that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent).

(f)            At

least ten Business Days prior to the Restatement Effective Date, the Administrative Agent and each Lender shall have received documentation

and other information with respect to each of the Loan Parties that is required, in the Administrative Agent’s or such Lender’s

judgment, by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations,

including the USA PATRIOT Act, regulations implemented by the US Treasury’s Financial Crimes Enforcement Network under the Bank

Secrecy Act and, if applicable, the Beneficial Ownership Regulation (including a Beneficial Ownership Certification).

(g)            All

amounts owing (whether or not due) under the Existing Credit Agreement and related documents through and including the Restatement Effective

Date to each Departing Lender shall have been (or shall concurrently be) paid in full, and all accrued and unpaid interest and fees (whether

or not due), and all other amounts payable, under the Existing Credit Agreement shall have been (or shall concurrently be) paid in full.

Without limiting the generality

of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified

in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted

or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory

to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Effective Date

specifying its objection thereto.

4.02            Conditions

to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice

requesting only a conversion of Committed Loans to another Type, or a continuation of Term SOFR Loans) is subject to the following conditions

precedent:

(a)            The

representations and warranties of the Parent and each other Loan Party contained in Article V or any other Loan Document,

or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct

in all material respects on and as of the date of such Credit Extension (without duplication of materiality qualifiers set forth in such

representations and warranties), except (i) with respect to the representations and warranties set forth in Sections 5.15(b) and

5.19, in which case they shall be true and correct in all respects, (ii) to the extent that such representations and warranties

expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects

(or, in the case of Sections 5.15(b) and 5.19 in all respects) on and as of such earlier date, without duplication

of materiality qualifiers set forth in such representations and warranties), and (iii) that for purposes of this Section 4.02,

the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be

deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.

(b)            No

Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with

the requirements hereof.

Each Request for Credit Extension

(other than a Committed Loan Notice requesting only a conversion of Committed Loans to another Type or a continuation of Term SOFR Loans)

submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and

(b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V.      REPRESENTATIONS

AND WARRANTIES

Each Loan Party represents

and warrants to the Administrative Agent and the Lenders that:

5.01            Existence,

Qualification and Power. Each Loan Party and each Subsidiary thereof (a) is duly organized or formed, validly existing and,

as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power

and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and

carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and

(c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership,

lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred

to in clause (a) (except with respect to any Borrower or the REIT), clause (b)(i) or clause (c),

to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02            Authorization;

No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is

to be party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene

the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or

the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a

party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or

decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Applicable

Law.

5.03            Governmental

Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with,

any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by,

or enforcement against, any Loan Party of this Agreement or any other Loan Document.

5.04            Binding

Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered

by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute,

a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with

its terms.

5.05            Financial

Statements; No Material Adverse Effect.

(a)            Each

of the Audited Financial Statements and the audited consolidated balance sheet of the REIT for the fiscal year ended December 31,

2025, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year

of the REIT, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered

thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the REIT and its Consolidated

Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently

applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness

and other liabilities, direct or contingent, of the REIT and its Consolidated Subsidiaries as of the date thereof, including liabilities

for taxes, material commitments and Indebtedness.

(b)            The

unaudited consolidated balance sheet of the REIT and its Consolidated Subsidiaries dated September 30, 2025, and the related consolidated

statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were

prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein,

and (ii) fairly present the financial condition of the REIT and its Consolidated Subsidiaries as of the date thereof and their results

of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and

to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent,

of the REIT and its Consolidated Subsidiaries not included in such financial statements, including liabilities for taxes, material commitments

and Indebtedness.

the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that

has had or could reasonably be expected to have a Material Adverse Effect.

(d)            The

consolidated forecasted balance sheet and statements of income and cash flows of the REIT and its Consolidated Subsidiaries delivered

pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions

were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the

REIT’s best estimate of its future financial condition and performance.

5.06            Litigation.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Loan Party after due and diligent investigation,

threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any

of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any

other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate, if determined

adversely, could reasonably be expected to have a Material Adverse Effect.

5.07            No

Default. Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to any Contractual Obligation that

could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and

is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.08            Ownership

of Property. Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold

interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could

not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.09            Environmental

Compliance. The Loan Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect

of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their

respective businesses, operations and properties, and as a result thereof the Parent Borrower has reasonably concluded that such Environmental

Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.10            Insurance.

The properties of the REIT and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of

the REIT, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses

and owning similar properties in each of the localities where the REIT or any of its Subsidiaries operates and/or owns properties, other

than Properties securing Non-Recourse Indebtedness, but solely to the extent that the failure to insure such Properties securing Non-Recourse

Indebtedness could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.11            Taxes.

The REIT and each of its Subsidiaries has filed all Federal, state and other material tax returns and reports required to be filed, and

have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or

their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings

diligently conducted and for which adequate reserves have been provided in accordance with GAAP or, solely in the case of a Specified

Subsidiary or a Non-Recourse Subsidiary, where the failure to do so, either individually or in the aggregate, could not reasonably be

expected to have a Material Adverse Effect and any such taxes, assessments, fees and other governmental charges are solely upon such

Specified Subsidiary or Non-Recourse Subsidiary or its respective properties or assets (and not upon any Loan Party or other Subsidiary

thereof or any properties or assets of any Loan Party or other Subsidiary thereof); provided that in the case of real property

tax liabilities, payment of such liabilities prior to the date such liabilities become delinquent shall for purposes of this representation

and warranty be deemed to have been paid when same are due and payable. There is no proposed tax assessment against the REIT or any Subsidiary

thereof that would, if made, have a Material Adverse Effect.

5.12            ERISA

Compliance.

(a)            Each

Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws. Each

Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination

letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the

Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of

the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of

each Loan Party, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

(b)            There

are no pending or, to the best knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority,

with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction

or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to

result in a Material Adverse Effect.

ERISA Event has occurred, and neither any Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably

be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Loan Party and each ERISA Affiliate

has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum

funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date

for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher

and neither any Loan Party nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the

funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither any

Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium

payments which have become due that are unpaid; (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction

that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by

the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected

to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

(d)            Neither

the Parent Borrower nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability

under, any active or terminated Pension Plan other than (A) on the Restatement Effective Date, those listed on Schedule 5.12(d) hereto

and (B) thereafter, Pension Plans not otherwise prohibited by this Agreement.

(e)            No

Loan Party is or will be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42)

of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments.

5.13            Subsidiaries;

Equity Interests. As of the Restatement Effective Date, all of the outstanding Equity Interests in each Subsidiary Guarantor are

owned, directly or indirectly, by the Parent Borrower as set forth on Part (a) of Schedule 5.13 free and clear of all

Liens. All of the outstanding Equity Interests in each Loan Party have been validly issued and are fully paid and nonassessable. Set

forth on Part (b) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Restatement

Effective Date (as to each Loan Party) the jurisdiction of its incorporation or organization and the address of its principal place of

business.

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5.14            Margin

Regulations; Investment Company Act.

(a)            Such

Loan Party is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying

margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin

stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value

of the assets (either of such Loan Party only or of the Loan Parties and their Subsidiaries on a consolidated basis) will be margin stock.

(b)            None

of the REIT, any Person Controlling the REIT, or any Subsidiary of the REIT is or is required to be registered as an “investment

company” under the Investment Company Act of 1940.

5.15            Disclosure.

(a)            Each

Loan Party has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions

to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably

be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether

in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions

contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified

or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary

to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with

respect to projected financial information, each Loan Party represents only that such information was prepared in good faith based upon

assumptions believed to be reasonable at the time.

(b)            As

of the Restatement Effective Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct

in all respects.

5.16            Compliance

with Laws. Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Applicable

Law and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such

requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted

or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material

Adverse Effect.

5.17            Taxpayer

Identification Number. Each Loan Party’s true and correct U.S. taxpayer identification number is set forth on Schedule 11.02

(or, in the case of a Subsidiary that becomes a Loan Party after the Restatement Effective Date, is set forth in the information provided

to the Administrative Agent with respect to such Subsidiary pursuant to Section 6.12).

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5.18            Intellectual

Property; Licenses, Etc. Each Loan Party, and each of its Subsidiaries, owns, or possesses the right to use, all trademarks, trade

names, copyrights, patents and other intellectual property material to its business, and the use thereof by the Loan Parties and their

Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate,

could not reasonably be expected to result in a Material Adverse Effect.

5.19            OFAC

and Outbound Investment Rules.

(a)            No

Loan Party, nor, to the knowledge of any Loan Party, any Related Party, (i) is currently the subject or target of any Sanctions,

or (ii) is located, organized or residing in any Designated Jurisdiction or (iii) is included on OFAC’s List of Specially

Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced

by any other relevant sanctions authority. No Loan, nor the proceeds from any Credit Extension, has been used, directly or indirectly,

to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund

any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions,

or in any other manner that will result in any violation by any Person (including any Lender, any Arranger, any Bookrunner, the Administrative

Agent or any L/C Issuer) of Sanctions. The Loan Parties and their respective Subsidiaries have, within the previous five (5) years,

conducted their businesses in compliance in all material respects with all applicable Sanctions and have instituted and maintained policies

and procedures designed to promote and achieve compliance with such Sanctions.

(b)            Neither

the REIT nor any of its Subsidiaries is a “covered foreign person” as that term is used in the Outbound Investment Rules.

Neither the REIT nor any of its 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, if the REIT were a U.S. Person or (iii) any other activity that would

cause the Administrative Agent or any Lender to be in violation of the Outbound Investment Rules or cause the Administrative Agent

or any Lender to be legally prohibited by the Outbound Investment Rules from performing under this Agreement.

5.20            Solvency.

Each Loan Party is, individually and together with its Subsidiaries on a consolidated basis, Solvent.

5.21            REIT

Status; Stock Exchange Listing.

(a)            The

REIT is organized and operated in a manner that allows it to qualify for REIT Status.

(b)            At

least one class of common Equity Interests of the REIT is listed on the New York Stock Exchange or the NASDAQ Stock Market.

5.22            Subsidiary

Guarantors. Each Required Subsidiary Guarantor is a Subsidiary Guarantor.

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5.23            Anti-Corruption

Laws; Anti-Money Laundering Laws.

(a)            The

REIT and its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977,

as amended, and other applicable anti-corruption laws and have instituted and maintained policies and procedures designed to promote

and achieve compliance with such laws.

(b)            Neither

the REIT, nor any of its Subsidiaries, nor, to the knowledge of the Parent Borrower and its Subsidiaries, any Related Party thereof (i) has

violated or is in violation of any applicable anti-money laundering law or (ii) has engaged or engages in any transaction, investment,

undertaking or activity that conceals the identity, source or destination of the proceeds from any category of offenses designated in

any Applicable Law, regulation or other binding measure implementing the “Forty Recommendations” and “Nine Special

Recommendations” published by the Organisation for Economic Cooperation and Development’s Financial Action Task Force on

Money Laundering.

5.24      Affected

Financial Institution. No Loan Party is an Affected Financial Institution.

5.25      Covered

Entities. No Loan Party is a Covered Entity.

ARTICLE VI.      AFFIRMATIVE

COVENANTS

So long as any Lender shall

have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall

remain outstanding, each Loan Party shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03,

6.11, and 6.15) cause each Subsidiary thereof to:

6.01            Financial

Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and

the Required Lenders:

(a)            as

soon as available, but in any event within 90 days after the end of each fiscal year of the REIT (or, if earlier, 15 days after the date

required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the fiscal year ending

December 31, 2026), a consolidated balance sheet of the REIT and its Subsidiaries as at the end of such fiscal year, and the related

consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting

forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance

with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing

reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing

standards and 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; and

(b)            as

soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the

REIT (or, if earlier, 5 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the

SEC)) (commencing with the fiscal quarter ended March 31, 2026) consolidated balance sheet of the REIT and its Subsidiaries as at

the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion

of the REIT’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash

flows for the portion of the REIT’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the

figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all

in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the REIT as fairly

presenting the financial condition, results of operations, shareholders’ equity and cash flows of the REIT and its Subsidiaries

in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and

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soon as available, but in any event at least 15 days before the end of each fiscal year of the REIT, forecasts prepared by management

of the REIT, in form satisfactory to the Administrative Agent and the Required Lenders, of statements of income or operations and cash

flows of the REIT and its Subsidiaries on a quarterly basis for the immediately following fiscal year (including the fiscal year in which

the latest Maturity Date occurs) together with projected calculations of the financial covenants set forth in Section 7.11

as of the last day of each fiscal quarter during such fiscal year.

As to any information contained in materials

furnished pursuant to Section 6.02(d), the Loan Parties shall not be separately required to furnish such information under

subsection (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Loan Parties to furnish

the information and materials described in subsections (a) and (b) above at the times specified therein.

6.02            Certificates;

Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent

and the Required Lenders:

(a)            [intentionally

omitted];

(b)            concurrently

with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the fiscal

quarter ended March 31, 2026), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer,

treasurer or controller of the REIT (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be

by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes),

which shall, among other things, set forth calculations demonstrating compliance with the financial covenants set forth in Section 7.11

and either include or be accompanied by a list of each Property included in such calculations annotated to identify each Unencumbered

Property, Newly Acquired Property and Newly Stabilized Property and, with respect to each Unencumbered Property, the Unencumbered Asset

Value and Unencumbered NOI attributable to such Unencumbered Property (all of which shall be in form, substance and detail reasonably

satisfactory to the Administrative Agent);

after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations

submitted to the board of directors (or similar governing body) (or the audit committee of the board of directors or similar governing

body) of any Loan Party by independent accountants in connection with the accounts or books of the REIT or any Subsidiary, or any audit

of any of them;

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(d)            promptly

after the same are available, (i) copies of each annual report, proxy or financial statement or other report or communication sent

to the stockholders or other equity holders of the REIT, (ii) copies of each annual report, proxy or financial statement or other

financial report sent to the limited partners of the Parent Borrower and (iii) copies of all annual, regular, periodic and special

reports and registration statements which any Loan Party or any Subsidiary thereof files with the SEC under Section 13 or 15(d) of

the Securities Exchange Act of 1934 or with any national securities exchange, and in any case not otherwise required to be delivered

to the Administrative Agent pursuant hereto;

(e)            promptly

after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or any Subsidiary

thereof pursuant to the terms of any indenture, loan or credit or similar agreement that governs Indebtedness in an amount equal to or

in excess of the Threshold Amount, and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or

any other clause of this Section 6.02;

(f)            promptly,

and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or

other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation

or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary

thereof;

(g)            promptly

following any request therefor, information and documentation reasonably requested by the Administrative Agent, any L/C Issuer or any

Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations,

including, without limitation, the USA PATRIOT Act and, if applicable, the Beneficial Ownership Regulation; and

(h)            promptly,

such additional information regarding the business, financial or corporate affairs of any Loan Party or any Subsidiary thereof, any Property

of any Loan Party or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time

reasonably request.

Documents required to be

delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents

are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have

been delivered on the date (i) on which the REIT posts such documents, or provides a link thereto on the REIT’s website on

the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the REIT’s

behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial,

third-party website or whether sponsored by the Administrative Agent); provided that the REIT shall notify the Administrative

Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent

by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation

to request the delivery of or to maintain paper copies of the documents referred to above, and each Lender shall be solely responsible

for maintaining its copies of such documents.

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Each Loan Party hereby acknowledges

that (a) the Administrative Agent, the Bookrunners and/or the Arrangers may, but shall not be obligated to, make available to the

Lenders and the L/C Issuers materials and/or information provided by or on behalf of any Loan Party hereunder (collectively, “Borrower

Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak or a substantially similar electronic transmission system

(the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel

who do not wish to receive material non-public information with respect to the REIT or its Affiliates, or the respective securities of

any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities.

Each Loan Party hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and

conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently

on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” each Loan Party shall be deemed to have

authorized the Administrative Agent, the Bookrunners, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials

as not containing any material non-public information with respect to the Loan Parties or their respective securities for purposes of

United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute

Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC”

are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the

Administrative Agent, the Bookrunners and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”

as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

6.03            Notices.

Promptly notify the Administrative Agent and each Lender:

(a)            of

the occurrence of any Default;

(b)            of

any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance

of, or any default under, a Contractual Obligation of any Loan Party or any Subsidiary thereof; (ii) any dispute, litigation, investigation,

proceeding or suspension between any Loan Party or any Subsidiary thereof and any Governmental Authority; (iii) the commencement

of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary thereof, including pursuant

to any applicable Environmental Laws; or (iv) any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental

Law or Environmental Permit;

the occurrence of any ERISA Event;

(d)            of

any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof, including any

determination by the Parent Borrower referred to in Section 2.10(b); and

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(e)            of

any announcement by Moody’s or S&P of any change or possible change in a Debt Rating; provided, that the provisions

of this clause (e) shall only apply on and after the Investment Grade Pricing Effective Date.

Each notice pursuant to this

Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Parent Borrower setting forth details of

the occurrence referred to therein and stating what action the Parent Borrower has taken and proposes to take with respect thereto. Each

notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any

other Loan Document that have been breached.

6.04            Payment

of Obligations. Pay and discharge as the same shall become due and payable (a) all tax liabilities, assessments and governmental

charges or levies upon it or its properties or assets, unless (i) the same are being contested in good faith by appropriate proceedings

diligently conducted and adequate reserves in accordance with GAAP are being maintained by such Loan Party or such Subsidiary or (ii) solely

in the case of a Specified Subsidiary or a Non-Recourse Subsidiary, the failure to do so, either individually or in the aggregate, could

not reasonably be expected to have a Material Adverse Effect and any such tax liabilities, assessments and governmental charges or levies

are solely upon such Specified Subsidiary or Non-Recourse Subsidiary or its respective properties or assets (and not upon any Loan Party

or other Subsidiary thereof or any properties or assets of any Loan Party or other Subsidiary thereof); provided that in the case

of real property tax liabilities, payment of such liabilities prior to the date such liabilities become delinquent shall for purposes

of this covenant be deemed to have been paid when same are due and payable; (b) all lawful material claims which, if unpaid, would

by law become a Lien upon its property (other than Permitted Equity Encumbrances, Permitted Property Encumbrances or, in the case of

Specified Subsidiaries or Non-Recourse Subsidiaries, any Liens); and (c) all Indebtedness, as and when due and payable, but subject

to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness, except to the extent the failure

to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

6.05            Preservation

of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the

Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all

reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of

its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve

or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be

expected to have a Material Adverse Effect.

6.06            Maintenance

of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of

its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals

and replacements thereof; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities;

provided, in the case of clauses (a), (b) and (c) above, unless the failure to do so, either individually or in the

aggregate, could not reasonably be expected to have a Material Adverse Effect.

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6.07            Maintenance

of Insurance. Maintain and cause each of its Subsidiaries to maintain and use commercially reasonable efforts to cause lessees and

other Persons operating or occupying any of its Properties to maintain with financially sound and reputable insurance companies not Affiliates

of the REIT, insurance with respect to its properties and its business against general liability, property casualty and such casualties

and contingencies as shall be commercially reasonable and in accordance with the customary and general practices of businesses having

similar operations and real estate portfolios in similar geographic areas and in amounts, containing such terms, in such forms and for

such periods as may be reasonable and prudent for such businesses, including without limitation, insurance policies and programs sufficient

to cover (a) the replacement value of the improvements on the subject Properties (less commercially reasonable deductible amounts)

and (b) liability risks associated with ownership thereof (less commercially reasonable deductible amounts), except with respect

to Properties securing Non-Recourse Indebtedness, but solely to the extent that the failure to insure such Properties securing Non-Recourse

Indebtedness either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

6.08            Compliance

with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable

to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or

decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith

could not reasonably be expected to have a Material Adverse Effect.

6.09            Books

and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP

consistently applied shall be made of all financial transactions and matters involving the assets and business of such Loan Party or

such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable

requirements of any Governmental Authority having regulatory jurisdiction over such Loan Party or such Subsidiary, as the case may be.

6.10            Inspection

Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of

its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss

its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Parent

Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance

notice to the Parent Borrower; provided, however, that when an Event of Default exists the Administrative Agent or any

Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Parent

Borrower at any time during normal business hours and without advance notice.

6.11            Use

of Proceeds. Use the proceeds of the Credit Extensions for general corporate purposes, including for working capital, capital expenditures,

acquisitions, development and redevelopment, and other corporate purposes, in each case, not in contravention of any Law or of any Loan

Document.

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6.12            Additional

Guarantors.

(a)            Prior

to the inclusion of a Property as an Unencumbered Property hereunder the Parent Borrower shall:

(i)            notify

the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being

referred to hereinafter as a “Proposed Subsidiary Guarantor”);

(ii)            provide

the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and

(iii)            provide

the Administrative Agent and each Lender with all documentation and other information concerning each Proposed Subsidiary Guarantor that

the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer”

and anti-money laundering rules and regulations, including the USA PATRIOT Act;

(iv)            if

requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and

(vi) with respect to each Proposed Subsidiary Guarantor;

(v)            if

requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably

acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed

Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and

(vi)            cause

each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent

a joinder agreement in substantially the form of Exhibit G or such other document as the Administrative Agent shall deem

appropriate for such purpose.

(b)            Notwithstanding

anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar

investigation conducted by the Administrative Agent or any Lender with respect to any Proposed Subsidiary Guarantor are not reasonably

satisfactory to the Administrative Agent and each Lender, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance

of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as an Unencumbered

Property, in each case without the prior written consent of the Administrative Agent and the Required Lenders.

6.13            Compliance

with Environmental Laws. Comply, and cause all lessees and other Persons operating or occupying its properties to comply, in all

material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary

for its operations and properties; and conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial

or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements

of all Environmental Laws, unless, in each case, the failure to do so, either individually or in the aggregate, could not reasonably

be expected to have a Material Adverse Effect; provided, however, that neither the REIT nor any of its Subsidiaries shall

be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested

in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance

with GAAP.

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6.14            Further

Assurances. Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any

material defect or error that may be discovered in any Loan Document or in the execution, acknowledgement, filing or recordation thereof,

and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts,

deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may

reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents and (ii) assure,

convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Creditor Parties the rights granted or now or

hereafter intended to be granted to the Creditor Parties under any Loan Document or under any other instrument executed in connection

with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries

to do so.

6.15            Maintenance

of REIT Status; Stock Exchange Listing. The REIT will, at all times (i) continue to be organized and operated in a manner that

will allow it to qualify for REIT Status and (ii) remain publicly traded with securities listed on the New York Stock Exchange or

the NASDAQ Stock Market.

6.16            Material

Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain

each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such

action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make

to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party

or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in

any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse

Effect.

6.17            [Intentionally

Omitted].

6.18            Minimum

Occupancy of Unencumbered Properties. Cause the aggregate occupancy of all Unencumbered Properties (other than Development Properties

and Excepted Unencumbered Properties) included in each calculation of Unencumbered Asset Value and Unencumbered NOI (determined on a

percentage square foot occupied basis), based on tenants in occupancy and paying rent, to be at least 85%. (For the avoidance of doubt,

any Unencumbered Property that is re-designated by the Parent Borrower such that it is no longer an Unencumbered Property pursuant to

Section 10.12 shall not be included in any calculation of the aggregate occupancy under this Section 6.18).

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6.19      Compliance

with Terms of Leases.    Make all payments and otherwise perform

all obligations in respect of all leases of real property to which it is party, as lessee, keep such leases in full force and effect

and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the Administrative

Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any

such default, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely

to have a Material Adverse Effect.

6.20            Anti-Corruption

Laws; Sanctions; Anti-Money Laundering Laws.

(a)            Conduct

their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, as amended, and other applicable anti-corruption

laws and with all applicable Sanctions, and will maintain policies and procedures designed to promote and achieve compliance with such

laws and Sanctions.

(b)            Conduct

their respective businesses in a manner that will not result in a violation of any Applicable Law, regulation or other binding measure

implementing the “Forty Recommendations” and “Nine Special Recommendations” published by the Organisation for

Economic Cooperation and Development’s Financial Action Task Force on Money Laundering and any other applicable anti-money laundering

law.

ARTICLE VII.      NEGATIVE

COVENANTS

So long as any Lender shall

have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall

remain outstanding, no Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly:

7.01            Liens.

Create, incur, assume or suffer to exist any Lien on (i) any Unencumbered Property other than Permitted Property Encumbrances, (ii) any

Equity Interest of any Owner of any Unencumbered Property other than Permitted Equity Encumbrances or (iii) any income from or proceeds

of any of the foregoing; or sign, file or authorize under the Uniform Commercial Code of any jurisdiction a financing statement that

includes in its collateral description any portion of any Unencumbered Property.

7.02            Investments.

Make any Investments, except:

(a)            Investments

held by the REIT or its Subsidiaries in the form of cash or Cash Equivalents;

(b)            Investments

consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in

the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account

debtors or lessees to the extent reasonably necessary in order to prevent or limit loss;

of Indebtedness permitted under clause (a), (b), (e) or (f) of Section 7.03;

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(d)            Guarantees

of any Indebtedness permitted under clause (d) of Section 7.03 made by any Subsidiary of the REIT that is not a Loan

Party;

(e)            Investments

by the REIT or any Subsidiary thereof in a Loan Party;

(f)            Investments

by any Subsidiary of the REIT that is not a Loan Party in any other Subsidiary of the REIT that is not a Loan Party;

(g)            Investments

by any Specified Subsidiary or Non-Recourse Subsidiary;

(h)            Investments

by the REIT or any Subsidiary in any Specified Subsidiary so long as (i) no Specified Event of Default has occurred and is continuing

immediately before or immediately after giving effect to the making of such Investment and (ii) immediately after giving effect

to the making of such Investment the Loan Parties shall be in compliance, on a pro forma basis, with the provisions of Section 7.11;

and

(i)            other

Investments so long as (i) no Event of Default has occurred and is continuing immediately before or immediately after giving effect

to the making of such Investment and (ii) immediately after giving effect to the making of such Investment the Loan Parties shall

be in compliance, on a pro forma basis, with the provisions of Section 7.11.

7.03            Indebtedness.

Create, incur, assume or suffer to exist any Indebtedness except:

(a)            Indebtedness

arising under this Agreement (including pursuant to Section 2.15);

(b)            Indebtedness

owed to a Loan Party, to the extent that such Indebtedness constitutes an Investment permitted under clause (e) or (h) of Section 7.02;

of any Subsidiary of the REIT that is not a Loan Party owed to any other Subsidiary of the REIT that is not a Loan Party;

(d)            cash

management obligations and other Indebtedness in respect of netting services, automatic clearing house arrangements, overdraft protections

and similar arrangements in each case in connection with deposit accounts incurred in the ordinary course of business;

(e)            Indebtedness

of a Specified Subsidiary which is not Recourse Indebtedness, so long as (i) no Specified Event of Default has occurred and is continuing

immediately before or immediately after the incurrence of such Indebtedness and (ii) immediately after giving effect to the incurrence

of such Indebtedness the Loan Parties shall be in compliance, on a pro forma basis, with the provisions of Section 7.11;

and

(f)            other

Indebtedness, so long as (i) no Event of Default has occurred and is continuing immediately before or immediately after the incurrence

of such Indebtedness and (ii) immediately after giving effect to the incurrence of such Indebtedness, the Loan Parties shall be

in compliance, on a pro forma basis, with the provisions of Section 7.11.

7.04            Fundamental

Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series

of transactions and whether effected pursuant to a Division or otherwise) all or substantially all of its assets (whether now owned or

hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

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(a)            any

Subsidiary of the Parent Borrower may merge with (i) the Parent Borrower, provided that the Parent Borrower shall be the

continuing or surviving Person or (ii) any one or more other Subsidiaries of the Parent Borrower, provided that if any other

Borrower or any Subsidiary Guarantor is merging with another Subsidiary, a Borrower or a Subsidiary Guarantor party to such merger shall

be the continuing or surviving Person;

(b)            any

Subsidiary of the Parent Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation, pursuant to a Division

or otherwise) to the Parent Borrower or to another Subsidiary of the Parent Borrower; provided that if the transferor in such

a transaction is a Borrower or a Subsidiary Guarantor, then the transferee must either be a Borrower or a Subsidiary Guarantor; and provided,

further, that if any Borrower or Subsidiary Guarantor consummates a Division, then, to the extent applicable, the Parent Borrower

must comply with the obligations set forth in Section 6.12 with respect to each Division Successor; and

permitted by Section 7.05(d) or (e) shall be permitted under this Section 7.04.

Notwithstanding anything to the contrary contained

herein, in no event shall the Parent Borrower be permitted to (i) merge, dissolve or liquidate or consolidate with or into any other

Person unless after giving effect thereto the Parent Borrower is the sole surviving Person of such transaction and no Change of Control

results therefrom, (ii) consummate a Division or (iii) engage in any transaction pursuant to which it is reorganized or reincorporated

in any jurisdiction other than a state of the United States or the District of Columbia.

7.05            Dispositions.

Make any Disposition or enter into any agreement to make any Disposition, or, in the case of any Subsidiary of the REIT, issue, sell

or otherwise Dispose of any of such Subsidiary’s Equity Interests to any Person, except:

(a)            Dispositions

of obsolete or worn out equipment, whether now owned or hereafter acquired, in the ordinary course of business;

(b)            Dispositions

by any Subsidiary of the Parent Borrower to the Parent Borrower or to another Subsidiary of the Parent Borrower; provided that

if the transferor is a Borrower or a Subsidiary Guarantor, then the transferee thereof must either be a Borrower or a Subsidiary Guarantor;

and provided, further, that if any Borrower or Subsidiary Guarantor consummates a Division, then, to the extent applicable,

the Parent Borrower must comply with the obligations set forth in Section 6.12 with respect to each Division Successor;

permitted by Section 7.04(a) or (b);

(d)            Dispositions

of assets (other than Equity Interests of a Subsidiary) not constituting an Unencumbered Property;

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(e)            so

long as no Default exists or would result therefrom, the issuance, sale or other Disposition of Equity Interests of any Subsidiary of

the Parent Borrower (other than an Owner of an Unencumbered Property);

(f)            Dispositions

not otherwise permitted under this Section 7.05, including the issuance, sale or other Disposition of Equity Interests of

any Subsidiary of the Parent Borrower that is an Owner of an Unencumbered Property; provided that:

(i)            no

Default exists or would result therefrom;

(ii)            immediately

upon giving effect thereto, the Loan Parties shall be in compliance, on a pro forma basis, with the provisions of Section 7.11;

and

(iii)            in

the event of any Disposition of an Unencumbered Property for which an Owner is a Guarantor or a Disposition of any such Owner: (A) the

representations and warranties made or deemed made by the Loan Parties in any Loan Document are true and correct in all material respects

on and as of on and as of the date thereof and immediately after giving effect thereto (without duplication of materiality qualifiers

set forth in such representations and warranties), except to the extent that such representations and warranties expressly relate solely

to an earlier date (in which case such representations and warranties are true and correct in all material respects on and as of such

earlier date without duplication of materiality qualifiers set forth in such representations and warranties) and except that for purposes

of this Section 7.05, the representations and warranties contained in subsections (a) and (b) of

Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and

(b), respectively, of Section 6.01 and (B) the provisions of Section 10.12(b) or (c),

as applicable, shall be satisfied; and

(g)            the

issuance, sale or other Disposition of limited partnership interests of the Parent Borrower (1) as consideration for the purchase

by a Subsidiary of the REIT of a Property, (2) awarded as long-term incentive compensation, and (3) as otherwise set forth

under the Parent Borrower’s Organization Documents, including with respect to each of subclauses (1), (2) and (3), any subsequent

conversion of such interests into Equity Interests of the REIT or limited partnership interests of the Parent Borrower, but solely to

the extent that, after giving effect thereto, a Change of Control has not occurred.

For the avoidance of doubt, nothing in this Section 7.05

restricts the issuance, sale or other Disposition of Equity Interests of the REIT, to the extent that such issuance, sale or other Disposition

does not result in Change of Control.

7.06            Restricted

Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do

so, except that the following shall be permitted:

(a)            any

Subsidiary of the Parent Borrower may at any time make Restricted Payments to any member of the Consolidated Group and, solely to the

extent distributions to other holders of its Equity Interests are made in accordance with its Organization Documents, to such other holders

of Equity Interests;

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(b)            the

REIT and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or

other common Equity Interests of such Person;

REIT and each Subsidiary thereof may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from

the substantially concurrent issue of new shares of its or its direct or indirect parent’s common stock or other common Equity

Interests and (ii) the REIT and/or the Parent Borrower may purchase, redeem or otherwise acquire limited partnership interests of

the Parent Borrower held by a limited partner thereof in exchange for Equity Interests of the REIT, so long as after giving effect to

any such purchase, redemption or other acquisition, a Change of Control does not occur;

(d)            the

Parent Borrower shall be permitted to declare and pay pro rata dividends on its Equity Interests or make pro rata distributions with

respect thereto, in an amount for any fiscal year of the REIT equal to the greater of (i) 95% of Funds From Operations for such

fiscal year and (ii) such amount that will result in the REIT receiving the necessary amount of funds required to be distributed

to its equityholders in order for the REIT to (x) maintain its REIT Status and (y) avoid the payment of federal or state income

or excise tax; provided, however, (1) if an Event of Default shall have occurred and be continuing or would result therefrom, the

Parent Borrower shall only be permitted to declare and pay pro rata dividends on its Equity Interests or make pro rata distributions

with respect thereto in an amount that will result in the REIT receiving the minimum amount of funds required to be distributed to its

equityholders in order for the REIT to maintain its REIT Status and (2) notwithstanding clause (1) of this proviso, no Restricted

Payments shall be permitted under this clause (d) following an acceleration of the Obligations pursuant to Section 8.02 or

following the occurrence of an Event of Default under Section 8.01(f) or (g)(i) or, solely in the case of

the Loan Parties, (g)(ii);

(e)            the

REIT shall be permitted to make Restricted Payments with any amounts received by it from the Parent Borrower pursuant to Section 7.06(d);

and

(f)            the

REIT and the Parent Borrower may purchase, redeem or otherwise acquire common stock of the REIT and/or limited partnership interests

of the Parent Borrower, as applicable; provided, that (i) the aggregate amount of cash paid for all such redemptions made

pursuant to this clause (f) during the term of this Agreement shall not exceed $100,000,000 and (ii) after giving effect to

any such purchase, redemption or other acquisition, (x) no Event of Default shall have occurred and be continuing or would result

therefrom and (y) the Loan Parties shall be in compliance, on a pro forma basis, with the provisions of Section 7.11.

7.07            Change

in Nature of Business. Engage in any material line of business other than the acquisition, ownership and leasing (as lessor) of income

producing Properties and investments incidental thereto.

7.08            Transactions

with Affiliates. Enter into any transaction of any kind with any Affiliate of the REIT, whether or not in the ordinary course of

business, other than on fair and reasonable terms substantially as favorable to the REIT or a Subsidiary thereof as would be obtainable

by the REIT or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided

that the foregoing restriction shall not apply to (i) transactions between or among the Loan Parties, (ii) transactions between

or among Subsidiaries that are not Loan Parties and (iii) Investments and Restricted Payments expressly permitted hereunder.

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7.09            Burdensome

Agreements. Enter into any Contractual Obligation that limits the ability of (a) the REIT or any Subsidiary of the Parent Borrower

to Guarantee the Obligations, (b) the Parent Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on any

Unencumbered Property, or the Equity Interests of any Owner of any Unencumbered Property, or any income from or proceeds of any of the

foregoing, in each case other than this Agreement or Pari Passu Provisions, or (c) any Subsidiary to make Restricted Payments to

the REIT, any Borrower or any Subsidiary Guarantor or to otherwise transfer property to the REIT, any Borrower or any Subsidiary Guarantor,

in each case other than this (1) Agreement, (2) Pari Passu Provisions, (3) limitations on the ability of a Subsidiary

that is not an Owner of an Unencumbered Property to make Restricted Payments which limitations are contained in an agreement governing

Secured Indebtedness that is permitted to exist under Section 7.03 and Section 7.11, in each case solely to the

extent the relevant limitations contained in any such agreement (x) is limited to property financed by or the subject of such Indebtedness

(in the case of transfer limitations) or (y) applies solely to

the direct owner of such property and such direct owner owns no other material assets (in the case of limitations on Restricted Payments),

(4) limitations on Restricted Payments by reason of customary provisions in joint venture agreements or other similar agreements

applicable in Subsidiaries that are not Wholly-Owned Subsidiaries, (5) limitations on Restricted Payments, negative pledges or limitations

on transfers of property by reason of customary provisions limiting the disposition or distribution of assets or property in asset sale

agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the

assets that are the subject of such agreements, (6) limitations on Restricted Payments by reason of customary restrictions on cash

or other deposits or net worth required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary

course of business and (7) customary limitations restricting the sale or transfer of assets which assets are the subject of “tax

protection” (or similar) agreements entered into with limited partners or members of any Borrower or any other Subsidiary.

7.10            Use

of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately,

to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing

or carrying margin stock or to refund indebtedness originally incurred for such purpose.

7.11            Financial

Covenants.

(a)            Maximum

Leverage Ratio. Permit Total Indebtedness to exceed 60% of the Total Asset Value as of the last day of each fiscal quarter of the

REIT; provided that such maximum ratio may be increased at the election of the Parent Borrower to sixty-five percent (65%) for

any fiscal quarter in which a Material Acquisition is completed and for up to the next three subsequent consecutive fiscal quarters;

provided further that in no event may such maximum ratio be higher than sixty-five percent (65%) for more than four consecutive

fiscal quarters in any period of five consecutive fiscal quarters.

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(b)            Maximum

Secured Leverage Ratio. Permit Total Secured Indebtedness to exceed 40% of the Total Asset Value as of the last day of each fiscal

quarter of the REIT; provided that such maximum ratio may be increased at the election of the Parent Borrower to forty-five percent

(45%) for any fiscal quarter in which a Material Acquisition is completed and for up to the next three subsequent consecutive fiscal

quarters; provided further that in no event may such maximum ratio be higher than forty-five percent (45%) for more than four

consecutive fiscal quarters in any period of five consecutive fiscal quarters.

Omitted].

(d)            Minimum

Fixed Charge Coverage Ratio. Permit the ratio, as of the last day of each fiscal quarter of the REIT, of Adjusted EBITDA to Fixed

Charges to be less than 1.50:1.00.

(e)            Minimum

Unsecured Interest Coverage Ratio. Permit the ratio, as of the last day of each fiscal quarter of the REIT for the period of four

consecutive quarters then ended, of Unencumbered NOI to Unsecured Interest Expense for such period to be less than 1.75:1.00.

(f)            Maximum

Unencumbered Leverage Ratio. Permit Total Unsecured Indebtedness to exceed 60% of the Unencumbered Asset Value as of the last day

of each fiscal quarter of the REIT; provided that such maximum ratio may be increased at the election of the Parent Borrower to

sixty-five percent (65%) for any fiscal quarter in which a Material Acquisition is completed and for up to the next three subsequent

consecutive fiscal quarters; provided further that in no event may such maximum ratio be higher than sixty-five percent (65%)

for more than four consecutive fiscal quarters in any period of five consecutive fiscal quarters.

(g)            Maximum

Secured Recourse Indebtedness Ratio. Permit Secured Recourse Indebtedness of the REIT and its Subsidiaries to exceed 10% of the Total

Asset Value at any time prior to the occurrence of the Investment Grade Release.

7.12            Accounting

Changes. Make any change in (a) accounting policies or reporting practices, except as required or permitted by GAAP, or (b) fiscal

year.

7.13            Amendments

of Organization Documents. At any time cause or permit any of its Organization Documents to be modified, amended, amended and restated

or supplemented in any respect whatsoever, without, in each case, the express prior written consent or approval of the Administrative

Agent, if such changes would materially adversely affect the rights of the Administrative Agent, the L/C Issuers or the Lenders hereunder

or under any of the other Loan Documents; provided that if such prior consent or approval is not required, such Loan Party shall

nonetheless notify the Administrative Agent in writing promptly after any material modification, amendment, amendment and restatement,

or supplement to the charter documents of such Loan Party.

7.14          Sanctions.

Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such

proceeds to any Subsidiary, joint venture partner or other Person, to fund any activities of or business with any Person that, at the

time of such funding, is the subject of Sanctions or in any other manner that will result in any violation by any Person (including any

Lender, any Arranger, any Bookrunner, the Administrative Agent or any L/C Issuer) of any Sanctions.

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7.15            Subsidiaries

of REIT. Permit the REIT to have any Subsidiaries that are directly owned by the REIT, other than the Parent Borrower.

7.16            Anti-Corruption

Laws; Anti-Money Laundering Laws.

(a)            Directly

or indirectly use the proceeds of any Credit Extension for any purpose that would breach the United States Foreign Corrupt Practices

Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions.

(b)            Directly

or indirectly, engage in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the

proceeds from any category of prohibited offenses designated in any Applicable Law, regulation or other binding measure by the Organisation

for Economic Cooperation and Development’s Financial Action Task Force on Money Laundering or violate these laws or any other applicable

anti-money laundering law or engage in these actions.

7.17         Swap

Contracts.    Enter into any Swap Contract, unless (i) such

Swap Contract was entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated

with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value

of securities issued by such Person, and not for purposes of speculation, (ii) such Swap Contract does not contain any provision

exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party other than

normal setoff or netting rights, and (iii) such Swap Contract (x) was entered into by such Person that is an “eligible

contract participant” (as such term is defined in the Commodity Exchange Act and determined after giving effect to any applicable

keepwell, support or other agreement for the benefit of such Person in accordance with the Commodity Exchange Act (7 U.S.C. § 1

et seq.) and applicable CFTC Regulations) and (y) is otherwise in compliance with all Applicable Law, including, without limitation,

the Commodity Exchange Act and all applicable CFTC Regulations.

7.18            Outbound

Investment Rules. (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, if the Parent

Borrower were a U.S. Person or (iii) any other activity that would cause the Administrative Agent or any Lender to be in violation

of the Outbound Investment Rules or cause the Administrative Agent or any Lender to be legally prohibited by the Outbound Investment

Rules from performing under this Agreement.

ARTICLE VIII.      EVENTS

OF DEFAULT AND REMEDIES

8.01            Events

of Default. Any of the following shall constitute an Event of Default:

(a)            Non-Payment.

Any Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan

or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) within three days after the

same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five days after the

same becomes due, any other amount payable hereunder or under any other Loan Document; or

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(b)            Specific

Covenants. Any Borrower or any other Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.01,

6.02, 6.03, 6.05, 6.07, 6.10, 6.11, 6.12 or 6.15 or Article VII or

Article X; or

Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or

(b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days

after the first to occur of (x) the date upon which a Responsible Officer of any Loan Party obtains knowledge of such failure or

(y) the date upon which the Parent Borrower has received written notice of such failure from the Administrative Agent; or

(d)            Representations

and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Borrower

or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be

incorrect or misleading in any material respect (or, in the case of the representations and warranties set forth in Sections 5.15(b) and

5.19, in any respect) when made or deemed made, and without duplication of materiality qualifiers set forth therein; or

(e)            Cross-Default.

(i) One or more failures by any Loan Party or any Subsidiary thereof (other than any Specified Subsidiary or Non-Recourse Subsidiary)

(A) to make any payment when due (after giving effect to any notice or grace periods applicable thereto), whether by scheduled maturity,

required prepayment, acceleration, demand, or otherwise, shall have occurred in respect of (1) any Recourse Indebtedness or Guarantee

of Recourse Indebtedness (other than Recourse Indebtedness hereunder or Guarantees thereof and Indebtedness under Swap Contracts) having

an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any

combined or syndicated credit arrangement), when taken together with all other Recourse Indebtedness or Guarantees of Recourse Indebtedness

with respect to which such a failure exists, of more than the Threshold Amount or (2) any Non-Recourse Indebtedness or Guarantee

of Non-Recourse Indebtedness (other than Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed

or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) (with respect

to any amount owed by a Subsidiary that is not a Wholly Owned Subsidiary, only the Consolidated Group Pro Rata Share of such amount attributable

to the Consolidated Group’s interest in such Subsidiary shall be included in any calculation under this clause (2)), when taken

together with all other Non-Recourse Indebtedness or Guarantees of Non-Recourse Indebtedness with respect to which such a failure exists,

of more than the Non-Recourse Threshold Amount or (B) to observe or perform any other agreement or condition relating to any such

Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs,

the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or

beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause,

with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed

(automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated

maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any

Swap Contract an Early Termination Date (as defined in such Swap Contract, and after giving effect to any notice or grace periods applicable

thereto) resulting from (A) any event of default under such Swap Contract as to which any Loan Party or any Subsidiary thereof is

the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as

to which any Loan Party or any Subsidiary thereof (other than any Specified Subsidiary or Non-Recourse Subsidiary) is an Affected Party

(as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater

than the Threshold Amount; provided that this clause (e) shall not apply to (i) Secured Indebtedness that becomes due

and payable as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer

is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is assumed or repaid in full when

required under the documents providing for such Indebtedness, or (ii) any early payment requirement or unwinding or termination

with respect to any Swap Contract (A) not arising out of a default by any Loan Party or Subsidiary thereof and (B) to the extent

that such Swap Termination Value owed has been paid in full by such Loan Party when due; or

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(f)            Insolvency

Proceedings, Etc. Any Loan Party or any Material Subsidiary thereof institutes or consents to the institution of any proceeding under

any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver,

trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property;

or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or

consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor

Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person

and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

(g)            Inability

to Pay Debts; Attachment. (i) Any Loan Party or any Material Subsidiary becomes unable or admits in writing in a court proceeding

or other public forum its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment

or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released,

vacated or fully bonded within 30 days after its issue or levy; or

(h)            Judgments.

There is entered against any Loan Party or any Subsidiary (i) one or more final judgments or orders that have not been discharged

for the payment of money (other than a final judgment or order for the payment of money entered against any Specified Subsidiary or Non-Recourse

Subsidiary or their respective properties) in an aggregate amount (as to all such final judgments and orders that have not been discharged)

exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer is rated at least

“A” by A.M. Best Company, has been notified of the potential claim and does not dispute coverage), or (ii) any

one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material

Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there

is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is

not in effect; or

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(i)            ERISA.

(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected

to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate

amount in excess of the Threshold Amount, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration

of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under

a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(j)            Invalidity

of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than

as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect;

or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or

any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke,

terminate or rescind any provision of any Loan Document; or

(k)            Change

of Control. There occurs any Change of Control; or

(l)            REIT

Status. The REIT shall, for any reason, fail to maintain its REIT Status, after taking into account any cure provisions set forth

in the Code that are complied with by the REIT; or

(m)            Stock

Exchange Listing. The REIT shall fail to have at least one class of its common Equity Interests listed on the New York Stock Exchange

or The NASDAQ Stock Market.

8.02            Remedies

Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may,

with the consent of, the Required Lenders, take any or all of the following actions:

(a)            declare

the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon

such commitments and obligation shall be terminated;

(b)            declare

the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable

hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of

any kind, all of which are hereby expressly waived by the Loan Parties;

that the Parent Borrower Cash Collateralize the L/C Obligations (by depositing into the Collateral Account an amount in cash equal to

the Minimum Collateral Amount with respect thereto); and

(d)            exercise

on behalf of itself, the Lenders and the L/C Issuers all rights and remedies available to it, the Lenders and the L/C Issuers under the

Loan Documents and Applicable Law;

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provided, however, that upon the

occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under the Bankruptcy Code of the United

States, the obligation of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions shall automatically

terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become

due and payable, and the obligation of the Parent Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically

become effective, in each case without further act of the Administrative Agent or any Lender.

8.03            Application

of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately

due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02),

any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the

Administrative Agent in the following order:

First, to payment

of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements

of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its

capacity as such;

Second, to payment

of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit

Fees) payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of counsel to the respective Lenders and

the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C Issuer) and amounts payable

under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable

to them;

Third, to payment

of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and

other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause

Third payable to them;

Fourth, to payment

of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C

Issuers in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative

Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount

of Letters of Credit to the extent not otherwise Cash Collateralized by the Parent Borrower pursuant to Sections 2.03 and 2.16;

and

Last, the balance,

if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law.

Subject to Sections 2.03(c) and 2.16,

amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied

to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters

of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order

set forth above.

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ARTICLE IX.      ADMINISTRATIVE

AGENT

9.01            Appointment

and Authority. Each Lender and each L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative

Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to

exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers

as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the

Lenders and the L/C Issuers, and neither any Borrower nor any other Loan Party shall have rights as a third party beneficiary of any

of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or

any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express)

obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended

to create or reflect only an administrative relationship between contracting parties.

9.02            Rights

as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a

Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender”

or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving

as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money

to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business

with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without

any duty to account therefor to the Lenders.

9.03            Exculpatory

Provisions. The Administrative Agent, Bookrunners or Arrangers, as applicable, shall not have any duties or obligations except those

expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting

the generality of the foregoing or the provisions of Section 9.08, the Administrative Agent, Bookrunners or Arrangers, as

applicable:

(a)            shall

not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)            shall

not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly

contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the

Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents),

provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,

may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance

of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification

or termination of property of a Defaulting Lender in violation of any Debtor Relief Law;

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not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or any L/C Issuer,

any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness

of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the possession of, the Administrative

Agent, any Bookrunner, any Arranger or any of their Related Parties in any capacity, except for notices, reports and other documents

expressly required to be furnished to the Lenders by the Administrative Agent herein;

(d)            shall

not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other

number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary,

under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absence of its own gross negligence

or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent

shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative

Agent by the Parent Borrower, a Lender or an L/C Issuer; and

(e)            shall

not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in

connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered

hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements

or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness

or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction

of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to

be delivered to the Administrative Agent.

9.04            Reliance

by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon,

any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet

or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated

by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it

to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition

hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled

to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender

or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior

to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may

be counsel for any Loan Party), independent accountants and other experts selected by it, and shall not be liable for any action taken

or not taken by it in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance

with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented

to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by

or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed

Restatement Effective Date specifying its objections.

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9.05            Delegation

of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any

other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any

such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.

The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent

and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided

for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct

of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that

the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

9.06            Resignation

of Administrative Agent.

(a)            The

Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Parent Borrower. Upon receipt

of any such notice of resignation, the Required Lenders shall have the right to appoint a successor, which shall be a Lender or an Affiliate

of a Lender, or if appointed by the Required Lenders after consultation with the Parent Borrower, another bank with an office in the

United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed

by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice

of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”),

then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuers, appoint a successor

Administrative Agent meeting the qualifications set forth above, provided that in no event shall any such successor Administrative

Agent be a Defaulting Lender or a Disqualified Institution. Whether or not a successor has been appointed, such resignation shall become

effective in accordance with such notice on the Resignation Effective Date.

(b)            If

the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof or if

a court of competent jurisdiction has determined in a final and non-appealable judgment that such Person has acted with gross negligence

or willful misconduct in performing its duties or exercising its rights and powers hereunder or under any other Loan Document, the Required

Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Parent Borrower and such Person remove such Person

as Administrative Agent and, in consultation with the Parent Borrower, appoint a successor. If no such successor shall have been so appointed

by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required

Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such

notice on the Removal Effective Date.

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effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative

Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any

collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the

retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative

Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative

Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be

made by or to each Lender and each L/C Issuer (as applicable) directly, until such time, if any, as the Required Lenders appoint a successor

Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder,

such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed)

Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other

amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable),

and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other

Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor

Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor.

After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions

of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative

Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while

the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as

long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral

agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection

with transferring the agency to any successor Administrative Agent.

(d)            Any

resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C

Issuer. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder

with respect to all Letters of Credit issued by it that are outstanding as of the effective date of its resignation as an L/C Issuer

and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations

in Unreimbursed Amounts pursuant to Section 2.03(c). Upon the appointment (if any) by the Parent Borrower of a successor

to Bank of America as an L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such

successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the

retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents,

and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by Bank of America,

if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the

obligations of Bank of America with respect to such Letters of Credit.

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9.07            Non-Reliance

on Administrative Agent, Arrangers, Bookrunners and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that none

of the Administrative Agent nor any Bookrunner or Arranger has made any representation or warranty to it, and that no act by the Administrative

Agent, any Bookrunner or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs

of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent,

any Bookrunner or any Arranger to any Lender or each L/C Issuer as to any matter, including whether the Administrative Agent, any Bookrunner

or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer

represents to the Administrative Agent, the Bookrunners and the Arrangers that it has, independently and without reliance upon the Administrative

Agent, any Bookrunner, any Arranger, any other Lender or any of their Related Parties and based on such documents and information as

it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations,

property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other

regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend

credit to the Borrowers hereunder. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance

upon the Administrative Agent, any Bookrunner, any Arranger, any other Lender or any of their Related Parties and based on such documents

and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in

taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished

hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations,

property, financial and other condition and creditworthiness of the Loan Parties. Each Lender and each L/C Issuer represents and warrants

that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring

or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making,

acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer,

and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer

agrees not to assert a claim in contravention of the foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated

with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable

to such Lender or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or

hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans

or providing such other facilities.

9.08            No

Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers, Syndication Agents or Documentation

Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other

Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an L/C Issuer hereunder.

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9.09            Administrative

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial

proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation

shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent

shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)            to

file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and

all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the

claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements

and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts

due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.03(i) and (j), 2.09 and 11.04)

allowed in such judicial proceeding; and

(b)            to

collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee,

liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer

to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such

payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation,

expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative

Agent under Sections 2.09 and 11.04.

Nothing contained herein

shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any L/C

Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any

L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer in any such proceeding.

9.10            Guaranty

Matters. Without limiting the provisions of Section 9.09, each of the Lenders and each of the L/C Issuers irrevocably

authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty

if such Person (i) ceases to be a Subsidiary or (ii) ceases to be a Required Subsidiary Guarantor, in each case under clauses

(i) and (ii), as a result of a transaction permitted under the Loan Documents.

Upon request by the Administrative

Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from

its obligations under the Guaranty pursuant to this Section 9.10.

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9.11            Certain

ERISA Matters.

(a)            Each

Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the

date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative

Agent, the Bookrunners and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit

of the Parent Borrower or any other Loan Party, that at least one of the following is and will be true:

(i)            such

Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit

Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters

of Credit, the Commitments or this Agreement,

(ii)            the

transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent

qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),

PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption

for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined

by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and

performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii)            (A) such

Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE

84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate

in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation

in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements

of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements

of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in,

administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or,

(iv)            such

other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and

such Lender.

(b)            In

addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or

(2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately

preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto,

to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party

hereto, for the benefit of, the Administrative Agent, the Bookrunners and the Arrangers and their respective Affiliates and not, for

the avoidance of doubt, to or for the benefit of the Parent Borrower or any other Loan Party, that none of the Administrative Agent,

any Bookrunner or any Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved

in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments

and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement,

any Loan Document or any documents related hereto or thereto).

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9.12      Recovery

of Erroneous Payments.    Without limitation of any other

provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender Recipient Party,

whether or not in respect of an Obligation due and owing by any Borrower at such time, where such payment is a Rescindable Amount, then

in any such event, each Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith

on demand the Rescindable Amount received by such Lender Recipient Party in immediately available funds in the currency so received,

with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of

payment to the Administrative Agent, 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. Each Lender Recipient Party irrevocably waives any and all defenses, including

any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third

party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative

Agent shall inform each Lender Recipient Party promptly upon determining that any payment made to such Lender Recipient Party comprised,

in whole or in part, a Rescindable Amount.

9.13            Administrative

Agent May File Proofs of Claim; Credit Bidding. In case of the pendency of any proceeding under any Debtor Relief Law or any

other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or

L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative

Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

(a)            to

file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and

all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the

claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements

and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts

due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.03, 2.09 and 10.04) allowed in such

judicial proceeding; and

(b)            to

collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee,

liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer

to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such

payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation,

expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative

Agent under Sections 2.09 and 10.04.

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Nothing contained herein

shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any L/C

Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any

L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer in any such proceeding.

The Secured Parties hereby

irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations

(including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu

of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion

of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including

under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which

a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with

the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable

Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall

be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests

in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated

portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity

Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any

such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt

documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent

with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed,

directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect

to the limitations on actions by the Required Lenders contained in clauses (a) through (i) of Section 10.01 of

this Agreement, (iii) the Administrative Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle

pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests

and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without

the need for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are

assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better,

because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle

or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments

issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically

be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

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9.14            Collateral

and Related Matters. Without limiting the provisions of Section 9.13, the Lenders and the L/C Issuers irrevocably authorize

the Administrative Agent to

(a)            release

or assign any Lien on any New York Mortgage that is granted to or held by the Administrative Agent under any Loan Document:

(i)            as

permitted under and in accordance with the provisions of Section 11.25; or

(ii)            upon

termination of all Commitments and payment in full of all Obligations (other than contingent indemnification and reimbursement obligations)

and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory

to the Administrative Agent and the applicable L/C Issuer shall have been made); or

(iii)            if

approved, authorized or ratified in writing by the Required Lenders; and

(b)            release

any borrower under any New York Mortgage as permitted under and in accordance with the provisions of Section 11.25.

Upon request by the Administrative

Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in

any New York Mortgage, or to release any borrower under a New York Mortgage from its obligations under the Loan Documents in accordance

with the provisions of Section 11.25.

The Administrative Agent

shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value

or collectability of any New York Mortgage or any other collateral, the existence, priority or perfection of the Administrative Agent’s

Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible

or liable to the Lenders for any failure to monitor or maintain any portion of any New York Mortgage or any other collateral.

ARTICLE X.      CONTINUING

GUARANTY

10.01     Guaranty.

Each Guarantor hereby absolutely and unconditionally guarantees, jointly and severally, as a guaranty of payment and performance and

not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration,

demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees,

indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Creditor Parties, and whether arising hereunder or under

any other Loan Document (including all renewals, extensions, amendments, amendments and restatements, refinancings and other modifications

thereof and all costs, attorneys’ fees and expenses incurred by the Creditor Parties in connection with the collection or enforcement

thereof). The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in

any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the

Obligations absent demonstrable error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability

of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection,

non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise

constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses

it may now have or hereafter acquire in any way relating to any or all of the foregoing.

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Anything contained in this

Guaranty to the contrary notwithstanding, it is the intention of each Guarantor and the Creditor Parties that the obligations of each

Guarantor (other than the REIT) hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would

not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy

Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law. To that end, but only in the event

and to the extent that after giving effect to Section 10.11, such Guarantor’s obligations with respect to the Obligations

or any payment made pursuant to such Obligations would, but for the operation of the first sentence of this paragraph, be subject to

avoidance or recovery in any such proceeding under applicable Debtor Relief Laws after giving effect to Section 10.11, the

amount of such Guarantor’s obligations with respect to the Obligations shall be limited to the largest amount which, after giving

effect thereto, would not, under applicable Debtor Relief Laws, render such Guarantor’s obligations with respect to the Obligations

unenforceable or avoidable or otherwise subject to recovery under applicable Debtor Relief Laws. To the extent any payment actually made

pursuant to the Obligations exceeds the limitation of the first sentence of this paragraph and is otherwise subject to avoidance and

recovery in any such proceeding under applicable Debtor Relief Laws, the amount subject to avoidance shall in all events be limited to

the amount by which such actual payment exceeds such limitation, and the Obligations as limited by the first sentence of this paragraph

shall in all events remain in full force and effect and be fully enforceable against such Guarantor. The first sentence of this paragraph

is intended solely to preserve the rights of the Creditor Parties hereunder against such Guarantor in such proceeding to the maximum

extent permitted by applicable Debtor Relief Laws and neither such Guarantor, any Borrower, any other Guarantor nor any other Person

shall have any right or claim under such sentence that would not otherwise be available under applicable Debtor Relief Laws in such proceeding.

10.02            Rights

of Lenders. Each Guarantor consents and agrees that the Creditor Parties may, at any time and from time to time, without notice or

demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge,

accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof; (b) take, hold, exchange,

enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Obligations;

(c) apply such security and direct the order or manner of sale thereof as the Administrative Agent and the Lenders in their sole

discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Obligations.

Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might

in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as

a discharge of such Guarantor.

10.03            Certain

Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other

guarantor, or the cessation from any cause whatsoever (including any act or omission of any Creditor Party, but excluding satisfaction

thereof by way of payment) of the liability of any Borrower; (b) any defense based on any claim that such Guarantor’s obligations

exceed or are more burdensome than those of the Borrowers; (c) the benefit of any statute of limitations affecting such Guarantor’s

liability hereunder; (d) any right to proceed against any Borrower, proceed against or exhaust any security for the Obligations,

or pursue any other remedy in the power of any Creditor Party whatsoever; (e) any benefit of and any right to participate in any

security now or hereafter held by any Creditor Party; and (f) to the fullest extent permitted by law, any and all other defenses

or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each

Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment

or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever

with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or

additional Obligations.

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10.04            Obligations

Independent. The obligations of each Guarantor hereunder are those of a primary obligor, and not merely as surety, and are independent

of the Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce

this Guaranty whether or not any Borrower or any other Person or entity is joined as a party.

10.05            Subrogation.

Each Guarantor shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to

any payments it makes under this Guaranty until all of the Obligations and any amounts payable under this Guaranty have been indefeasibly

paid in cash and performed in full, all Commitments and the Facilities have been terminated, and all Letters or Credit have been cancelled,

have expired or terminated or have been collateralized to the satisfaction of the Administrative Agent and the L/C Issuers that issued

such Letters of Credit. If any amounts are paid to any Guarantor in violation of the foregoing limitation, then such amounts shall be

held in trust for the benefit of the Creditor Parties and shall forthwith be paid to the Administrative Agent for the benefit of the

Creditor Parties to reduce the amount of the Obligations, whether matured or unmatured.

10.06            Termination;

Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain

in full force and effect until all Obligations and any other amounts payable under this Guaranty are indefeasibly paid in cash and performed

in full, all Commitments and Facilities have been terminated, and all Letters or Credit have been cancelled, have expired or terminated

or have been collateralized to the satisfaction of the Administrative Agent and the L/C Issuers that issued such Letters of Credit. Notwithstanding

the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf

of any Borrower or any other Guarantor is made, or any of the Creditor Parties exercises its right of setoff, in respect of the Obligations

and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential,

set aside or required (including pursuant to any settlement entered into by any of the Creditor Parties in their discretion) to be repaid

to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such

payment had not been made or such setoff had not occurred and whether or not the Creditor Parties are in possession of or have released

this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantors under this

paragraph shall survive termination of this Guaranty.

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10.07            Subordination.

Each Guarantor hereby subordinates the payment of all obligations and indebtedness of any Borrower owing to such Guarantor, whether now

existing or hereafter arising, including but not limited to any obligation of any Borrower to such Guarantor as subrogee of the Creditor

Parties or resulting from such Guarantor’s performance under this Guaranty, to the indefeasible payment in full in cash of all

Obligations. If the Creditor Parties so request, any such obligation or indebtedness of any Borrower to such Guarantor shall be enforced

and performance received by such Guarantor as trustee for the Creditor Parties and the proceeds thereof shall be paid over to the Creditor

Parties on account of the Obligations, but without reducing or affecting in any manner the liability of any Guarantor under this Guaranty.

10.08            Stay

of Acceleration. If acceleration of the time for payment of any of the Obligations is stayed, in connection with any case commenced

by or against any Guarantor or any Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable

by a Guarantor immediately upon demand by the Creditor Parties.

10.09            Condition

of the Borrowers. Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining

from the Borrowers and any other guarantor such information concerning the financial condition, business and operations of the Borrowers

and any such other guarantor as such Guarantor requires, and that none of the Creditor Parties has any duty, and such Guarantor is not

relying on the Creditor Parties at any time, to disclose to such Guarantor any information relating to the business, operations or financial

condition of the Borrowers or any other guarantor (each Guarantor waiving any duty on the part of the Creditor Parties to disclose such

information and any defense relating to the failure to provide the same).

10.10            Limitations

on Enforcement. If, in any action to enforce this Guaranty or any proceeding to allow or adjudicate a claim under this Guaranty,

a court of competent jurisdiction determines that enforcement of this Guaranty against any Guarantor for the full amount of the Obligations

is not lawful under, or would be subject to avoidance under, Section 548 of the Bankruptcy Code or any applicable provision of comparable

state law, the liability of such Guarantor under this Guaranty shall be limited to the maximum amount lawful and not subject to avoidance

under such law.

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10.11            Contribution.

At any time a payment in respect of the Obligations is made under this Guaranty, the right of contribution of each Guarantor (other than

the REIT) against each other Guarantor (other than the REIT) shall be determined as provided in the immediately following sentence, with

the right of contribution of each Guarantor to be revised and restated as of each date on which a payment (a “Relevant Payment”)

is made on the Obligations under this Guaranty. At any time that a Relevant Payment is made by a Guarantor (other than the REIT) that

results in the aggregate payments made by such Guarantor in respect of the Obligations to and including the date of the Relevant Payment

exceeding such Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all Guarantors (other than

the REIT) in respect of the Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess

Amount”), each such Guarantor shall have a right of contribution against each other Guarantor (other than the REIT) which either

has not made any payments or has made payments in respect of the Obligations to and including the date of the Relevant Payment in an

aggregate amount less than such other Guarantor’s Contribution Percentage of the aggregate payments made to and including the date

of the Relevant Payment by all Guarantors (other than the REIT) in respect of the Obligations (the aggregate amount of such deficit,

the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the numerator of which is the Aggregate

Excess Amount of such Guarantor and the denominator of which is the Aggregate Excess Amount of all Guarantors (other than the REIT) multiplied

by (y) the Aggregate Deficit Amount of such other Guarantor. A Guarantor’s right of contribution pursuant to the preceding

sentences shall arise at the time of each computation, subject to adjustment at the time of each computation; provided, that no Guarantor

may take any action to enforce such right until all of the Obligations and any amounts payable under this Guaranty have been indefeasibly

paid and performed in full in immediately available funds, all Commitments are terminated and all Letters or Credit have been cancelled,

have expired or terminated or have been collateralized to the satisfaction of the Administrative Agent and the L/C Issuers that issued

such Letters of Credit, it being expressly recognized and agreed by all parties hereto that any Guarantor’s right of contribution

arising pursuant to this Section 10.11 against any other Guarantor shall be expressly junior and subordinate to such other

Guarantor’s obligations and liabilities in respect of the Obligations and any other obligations owing under this Guaranty. As used

in this Section 10.11, (i) each Guarantor’s “Contribution Percentage” shall mean the percentage

obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Guarantor by (y) the aggregate Adjusted Net Worth

of all Guarantors (other than the REIT); (ii) the “Adjusted Net Worth” of each Guarantor shall mean the greater

of (x) the Net Worth (as defined below) of such Guarantor and (y) zero; and (iii) the “Net Worth” of

each Guarantor shall mean the amount by which the fair saleable value of such Guarantor’s assets on the date of any Relevant Payment

exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Obligations arising

under this Guaranty) on such date. All parties hereto recognize and agree that, except for any right of contribution arising pursuant

to this Section 10.11, each Guarantor which makes any payment in respect of the Obligations shall have no right of contribution

or subrogation against any other Guarantor in respect of such payment until all of the Obligations have been indefeasibly paid and performed

in full in cash, all Commitments are terminated and all Letters or Credit have been cancelled, have expired or terminated or have been

collateralized to the satisfaction of the Administrative Agent and the L/C Issuers that issued such Letters of Credit. Each of the Guarantors

recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled

to such contribution. In this connection, each Guarantor has the right to waive its contribution right against any Guarantor to the extent

that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Required Lenders.

10.12            Release

of Subsidiary Guarantors and Re-designation of Unencumbered Properties.

(a)            Investment

Grade Release. If at any time the REIT obtains an Investment Grade Credit Rating, the Administrative Agent shall (at the sole cost

of the Parent Borrower and pursuant to documentation reasonably satisfactory to the Administrative Agent) promptly release all of the

Subsidiary Guarantors (other than any Subsidiary that is a borrower or guarantor of, or is otherwise obligated in respect of, any Unsecured

Indebtedness) from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction

of the following conditions:

(i)            The

Parent Borrower shall have delivered to the Administrative Agent, on or prior to the date that is ten (10) Business Days (or such

shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected,

an Officer’s Certificate,

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(i)            certifying

that the REIT has obtained an Investment Grade Credit Rating, and

(ii)            notifying

the Administrative Agent and the Lenders that it is requesting the Investment Grade Release, which notice shall include a list of the

Subsidiary Guarantors that are to be released, and

(ii)            The

Parent Borrower shall have submitted to the Administrative Agent and the Lenders, within one (1) Business Day prior to the date

on which the Investment Grade Release is to be effected, an Officer’s Certificate certifying to the Administrative Agent and the

Lenders that (x) none of the Subsidiary Guarantors that are to be released is a borrower or guarantor of, or is otherwise obligated

in respect of, any Unsecured Indebtedness and (y) immediately before and immediately after giving effect to the Investment Grade

Release,

(i)            no

Default has occurred and is continuing or would result therefrom, and

(ii)            the

representations and warranties made or deemed made by the Loan Parties in any Loan Document are true and correct in all material respects

on and as of the date of such release and immediately after giving effect to such release (without duplication of materiality qualifiers

set forth in such representations and warranties), except to the extent that such representations and warranties expressly relate solely

to an earlier date (in which case such representations and warranties are true and correct in all material respects on and as of such

earlier date without duplication of materiality qualifiers set forth in such representations and warranties) and except that for purposes

of this Section 10.12(a), the representations and warranties contained in subsections (a) and (b) of

Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b),

respectively, of Section 6.01.

(b)            Release

and re-designation prior to the Investment Grade Release. At the request of the Parent Borrower, the Administrative Agent shall release

any Subsidiary Guarantor from its obligations under the Guaranty, or re-designate any Unencumbered Property such that it is no longer

an Unencumbered Property, subject to satisfaction of the following conditions:

(i)            the

Parent Borrower shall have delivered to the Administrative Agent, at least five (5) Business Days prior to the date of the proposed

release or re-designation (or such shorter period of time as agreed to by the Administrative Agent in writing), a written request for

such release or re-designation (a “Guarantor Release Notice”) which shall identify the Subsidiary or Property, as

applicable, to which it applies and the proposed date of the release or re-designation,

(ii)            the

representations and warranties made or deemed made by the Loan Parties in any Loan Document are true and correct in all material respects

on and as of the date of such release or re-designation and, both before and after giving effect to such release or re-designation (without

duplication of materiality qualifiers set forth in such representations and warranties), except to the extent that such representations

and warranties expressly relate solely to an earlier date (in which case such representations and warranties are true and correct in

all material respects on and as of such earlier date without duplication of materiality qualifiers set forth in such representations

and warranties) and except that for purposes of this Section 10.12(b), the representations and warranties contained in subsections

(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant

to clauses (a) and (b), respectively, of Section 6.01,

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(iii)            immediately

after giving effect to such release or re-designation the Loan Parties shall be in compliance, on a pro forma basis, with the provisions

of Section 7.11,

(iv)            no

Default shall have occurred and be continuing or would result under any other provision of this Agreement after giving effect to such

release or re-designation, and

(v)            the

Parent Borrower shall have delivered to the Administrative Agent an Officer’s Certificate certifying that the conditions in clauses

(ii) through (iv) above have been satisfied.

Upon the satisfaction of the conditions

in clauses (i) through (v) above, each Unencumbered Property that is owned or ground leased directly or indirectly

by a Subsidiary Guarantor that is the subject of a release pursuant to this Section 10.12(b) will immediately upon such

release cease to be an Unencumbered Property.

The Administrative Agent will (at the sole cost

of the Parent Borrower) following receipt of such Guarantor Release Notice and Officer’s Certificate, and each of the Lenders and

each of the L/C Issuers irrevocably authorizes the Administrative Agent to, execute and deliver such documents as the Parent Borrower

or such Subsidiary Guarantor may reasonably request as is necessary or desirable to evidence the release of such Subsidiary Guarantor

from its obligations under the Guaranty or the re-designation of such Property to no longer be an Unencumbered Property, as applicable,

which documents shall be reasonably satisfactory to the Administrative Agent.

and re-designation following the Investment Grade Release. At the request of the Parent Borrower, the Administrative Agent shall

release any Subsidiary Guarantor from its obligations under the Guaranty to the extent not already released under this Section 10.12,

or re-designate any Unencumbered Property such that it is no longer an Unencumbered Property, subject to satisfaction of the following

conditions:

(i)            the

Parent Borrower shall have delivered to the Administrative Agent, at least five (5) Business Days prior to the date of the

proposed release or re-designation (or such shorter period of time as agreed to by the Administrative Agent in writing), a Guarantor

Release Notice, which notice shall identify the Subsidiary or Property, as applicable, to which it applies, the proposed date of the

release or re-designation, as applicable, and specify, in the case of a release of a Subsidiary Guarantor from its obligations under

the Guaranty, whether the Subsidiary Guarantor to which such notice relates will be a borrower or guarantor of, or otherwise have

payment obligations in respect of, any Unsecured Indebtedness,

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(ii)            the

representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects

on and as of the effective date of such release or re-designation and, both before and after giving effect to such release or re-designation,

except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are

true and correct in all material respects as of such earlier date, (B) any representation or warranty that is already by its terms

qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all

respects as of such applicable date (including such earlier date set forth in the foregoing clause (A)) after giving effect to

such qualification and (C) for purposes of this Section 10.12(c), the representations and warranties contained in subsections

(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant

to subsections (a) and (b), respectively, of Section 6.01,

(iii)            immediately

after giving effect to such release or re-designation, the Loan Parties shall be in compliance, on a pro forma basis, with the provisions

of Section 7.11,

(iv)            no

Default shall have occurred and be continuing or would result under any other provision of this Agreement after giving effect to such

release or re-designation, and

(v)            the

Parent Borrower shall have delivered to the Administrative Agent an Officer’s Certificate certifying that the conditions in clauses

(ii) through (iv) above have been satisfied.

For the avoidance of doubt, if a Subsidiary Guarantor

is a borrower or guarantor of, or is otherwise obligated in respect of, any Indebtedness at the time that it is released from its obligations

under the Guaranty, each Unencumbered Property that is owned or ground leased directly or indirectly by such Subsidiary Guarantor that

is the subject of a release pursuant to this Section 10.12(c) will immediately upon such release cease to be an Unencumbered

Property.

The Administrative Agent will (at the sole cost

of the Parent Borrower) following receipt of such Guarantor Release Notice and Officer’s Certificate, and each of the Lenders and

each of the L/C Issuers irrevocably authorizes the Administrative Agent to, execute and deliver such documents as the Parent Borrower

or such Subsidiary Guarantor may reasonably request as is necessary or desirable to evidence the release of such Subsidiary Guarantor

from its obligations under the Guaranty or the re-designation of such Property to no longer be an Unencumbered Property, as applicable,

which documents shall be reasonably satisfactory to the Administrative Agent.

(d)            The

Administrative Agent shall promptly notify the Lenders of any such release hereunder, and this Agreement and each other Loan Document

shall be deemed amended to delete the name of any Subsidiary Guarantor released pursuant to this Section 10.12. For the avoidance

of doubt, (i) any Owner (including any Owner that is released pursuant to this Section 10.12) that becomes a borrower

or guarantor of, or is otherwise obligated in respect of, Unsecured Indebtedness shall be required, in accordance with Section 6.12,

to become a Subsidiary Guarantor within three (3) Business Days of becoming a borrower or guarantor of, or otherwise becoming obligated

in respect of, Unsecured Indebtedness and remain a Subsidiary Guarantor for so long as such Subsidiary is so obligated and (ii) in

no event shall the REIT be released from its obligations under the Guaranty pursuant to this Section 10.12.

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ARTICLE XI.      MISCELLANEOUS

11.01            Amendments,

Etc. Subject to Section 2.02(g), Section 3.03 and clauses (ii) through (v) of the last paragraph

of this Section 11.01, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent

to any departure by any Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders

and the Parent Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such

waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however,

that:

(a)            the

written consent of each Lender shall be required with respect to:

(i)            the

amendment or waiver of any condition set forth in Section 4.01(a) or, in the case of the initial Credit Extension, Section 4.02;

(ii)            the

adoption of any provision, amendment or waiver that subordinates or has the effect of subordinating all or any portion of the Obligations

to any other Indebtedness or obligation; and

(iii)            any

change to any provision of this Section 11.01 or the definition of “Required Lenders” or the adoption of any

provision, amendment or waiver of any other provision hereof specifying the number or percentage of Lenders required to amend, waive

or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified

in clause (b) of this proviso);

(b)            the

adoption of any provision, amendment or waiver that changes the definition of “Required Revolving Lenders”, “Required

Term A-1 Lenders”, “Required Term A-2 Lenders” or “Required Term A-3 Lenders” shall require the written

consent of each Lender under the applicable Facility;

written consent of the Required Revolving Lenders, Required Term A-1 Lenders, Required Term A-2 Lenders or Required Term A-3 Lenders,

as the case may be, shall be required with respect to the amendment or waiver of any condition set forth in Section 4.02

as to any Credit Extension to be made after the Restatement Effective Date under a particular Facility;

(d)            the

adoption of any provision, amendment or waiver that changes (or has the effect of changing) Section 2.13 or Section 8.03

or any other provision governing pro rata payments, distributions, commitment reductions or sharing of payments in a manner that would

have the effect of altering the ratable reduction of Lender Commitments or the pro rata sharing of payments otherwise required hereunder

shall require the written consent of (i) if such Facility is the Term A-1 Facility, the Required Term A-1 Lenders, (ii) if

such Facility is the Term A-2 Facility, the Required Term A-2 Lenders, (iii) if such Facility is the Term A-3 Facility, the Required

Term A-3 Lenders and (iii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;

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(e)            the

adoption of any provision, amendment or waiver that releases the REIT or any Borrower from their respective obligations under this Agreement

or any other Loan Document (other than in connection with the payment in full of all Obligations and any other amounts payable under

this Agreement, the termination of all Commitments and Facilities, and the cancellation, expiration, termination or collateralization

(to the satisfaction of the Administrative Agent and the L/C Issuers that issued such Letters of Credit) of all Letters or Credit or

as provided in Section 11.25), or release all or substantially all of the value of the Guaranty, in each case without the

written consent of each Lender;

(f)            the

adoption of any provision, amendment or waiver that extends (except as provided in Section 2.14 or Section 2.18)

or increases the Commitment of any Lender (or reinstating any Commitment terminated pursuant to Section 8.02) shall require

the written consent of such Lender;

(g)            the

adoption of any provision, amendment or waiver that postpones any date fixed by this Agreement or any other Loan Document for any payment

(including any mandatory prepayment required pursuant to Section 2.05) of principal, interest, fees or other amounts due

to the Lenders (or any of them) hereunder or under any other Loan Document shall require the written consent of each Lender directly

affected thereby;

(h)            the

adoption of any provision, amendment or waiver that reduces the principal of, or the rate of interest specified herein on, any Loan or

L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 11.01) any fees or other amounts

payable hereunder or under any other Loan Document shall require the written consent of each Lender directly affected thereby; provided,

however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate”

or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial

covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on

any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(i)            the

adoption of any provision of any Loan Document in a manner that by its terms (i) adversely affects the rights of the Banks under

one of the Facilities differently than such amendment, modification or waiver affects the rights of the Banks under another of the Facilities

in respect of the right to or priority of payments or (ii) imposes any greater restriction on the ability of any Bank under one

of the Facilities to assign any of its rights or obligations hereunder, in each case without the written consent of (w) if such

Facility is the Term A-1 Facility, the Required Term A-1 Lenders, (x) if such Facility is the Term A-2 Facility, the Required Term

A-2 Lenders, (y) if such Facility is the Term A-3 Facility, the Required Term A-3 Lenders and (z) if such Facility is the Revolving

Credit Facility, the Required Revolving Lenders;

and, provided further, that (i) no

amendment, waiver or consent shall, unless in writing and signed by an L/C Issuer in addition to the Lenders required above, affect the

rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued

by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders

required above, (x) affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document or (y) modify,

change, waive or consent to any departure from, or have the effect of modifying, changing, waiving or consenting to any departure from,

Section 3.03, any term defined in such section, any term defined in any other section or provision in this Agreement relating

to Daily Simple SOFR, SOFR, Term SOFR or any Successor Rate, or any term or provision relating to the replacement of any such rate or

Successor Rate; and (iii) any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by

the parties thereto.

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Notwithstanding anything

to the contrary herein,

(i)            no

Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver

or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable

Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended

(except as provided in Section 2.14 or Section 2.18) without the consent of such Lender and (y) any waiver,

amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender

disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;

(ii)            the

Administrative Agent, with the consent of the Parent Borrower, may amend, modify or supplement any Loan Document without the consent

of any Lender or the Required Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical

error or other manifest error in any Loan Document so long as such amendment, modification or supplement does not impose additional obligations

on any Lender; provided that the Administrative Agent shall promptly give the Lenders notice of any such amendment, modification

or supplement;

(iii)            a

Commitment Increase Amendment to give effect to any addition of one or more Incremental Facilities shall be effective if executed by

the Loan Parties, each Lender providing such Incremental Facilities, the Administrative Agent and, if required by clause (i) or

(ii) of the proviso immediately following clause (i) above, the L/C Issuers;

(iv)            the

Administrative Agent, the Parent Borrower and the REIT may, without the consent of any Lender or of any other Borrower or Guarantor then

party hereto, amend this Agreement to add a Subsidiary as a “Guarantor” hereunder pursuant to a joinder agreement in substantially

the form of Exhibit G; and

(v)            for

the avoidance of doubt, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Parent

Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party

to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other

commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued

for its account under this Agreement.

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11.02            Notices;

Effectiveness; Electronic Communication.

(a)            Notices

Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided

in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered

by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail as follows, and

all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone

number, as follows:

(i)            if

to any Borrower or any other Loan Party, the Administrative Agent or any L/C Issuer, to the address, facsimile number, electronic mail

address or telephone number specified for such Person on Schedule 11.02; and

(ii)            if

to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire

(including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in

effect for the delivery of notices that may contain material non-public information relating to any Borrower).

Notices and other communications sent by hand

or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and

other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business

hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices

and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall

be effective as provided in such subsection (b).

(b)            Electronic

Communications. (i) Notices and other communications to the Administrative Agent, the Lenders, and the L/C Issuers hereunder

may be delivered or furnished by electronic communication (including e-mail, FPML messaging, and Internet or intranet websites) pursuant

to an electronic communications agreement (or such other procedures approved by the Administrative Agent in its sole discretion); provided

that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II if such Lender or such

L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article II

by electronic communication. The Administrative Agent, any L/C Issuer or any Loan Party may each, in its discretion, agree to accept

notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval

of such procedures may be limited to particular notices or communications.

(ii)            Unless

the Administrative Agent otherwise prescribes, (A) notices and other communications sent to an e-mail address shall be deemed received

upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”

function, as available, return e-mail or other written acknowledgement) and (B) notices and other communications posted to an Internet

or intranet website shall be deemed received by the intended recipient upon the sender’s receipt of an acknowledgement from the

intended recipient (such as by the “return receipt requested” function, as available, return e-mail address or other written

acknowledgement) indicating that such notice or communication is available and identifying the website address therefor; provided that

for both clauses (A) and (B), if such notice or other communication is not sent during the normal business hours of the recipient,

such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

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Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)

DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY

FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY

WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER

CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative

Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender,

any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise)

arising out of any Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or

notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet.

(d)            Change

of Address, Etc. Each Loan Party, the Administrative Agent and each L/C Issuer may change its address, facsimile or telephone number

for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile

or telephone number for notices and other communications hereunder by notice to the Parent Borrower, the Administrative Agent and each

L/C Issuer. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent

has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices

and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees

to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information”

or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance

with such Public Lender’s compliance procedures and Applicable Law, including United States Federal and state securities Laws,

to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the

Platform and that may contain material non-public information with respect to any Borrower or its securities for purposes of United States

Federal or state securities laws.

(e)            Reliance

by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely

and act upon any notices (including telephonic or electronic Committed Loan Notices, Notice of Loan Prepayment and Letter of Credit Applications)

purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete

or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient,

varied from any confirmation thereof. Each Loan Party shall jointly and severally indemnify the Administrative Agent, each L/C Issuer,

each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such

Person on each notice purportedly given by or on behalf of any Borrower. All telephonic notices to and other telephonic communications

with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

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11.03            No

Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, any L/C Issuer or the Administrative Agent to exercise, and no

delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate

as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or

further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges

herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges

provided by law.

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 Section 8.02

for the benefit of all the Lenders and all of the L/C Issuers; provided, however, that the foregoing shall not prohibit

(a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its

capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/C Issuer from exercising the rights and

remedies that inure to its benefit (solely in its capacity as an L/C Issuer) hereunder and under the other Loan Documents, (c) any

Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13),

or (d) 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 (i) the Required Lenders shall have the rights otherwise

ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses

(b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of

the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

11.04            Expenses;

Indemnity; Damage Waiver.

(a)            Costs

and Expenses. Each Loan Party shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Administrative

Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection

with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration

of this Agreement and the other Loan Documents or any amendments, amendments and restatements, modifications or waivers of the provisions

hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket

expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any

demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer

(including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), and shall

pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or any L/C Issuer, in connection

with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its

rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket

expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

145

(b)            Indemnification

by the Loan Parties. Each Loan Party shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof),

each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)

against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the

fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees

and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against

any Indemnitee by any Person (including any Borrower or any other Loan Party) other than such Indemnitee 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 (including, without limitation, the Indemnitee’s reliance on any Communication executed

using an Electronic Signature or in the form of an Electronic Record), the performance by any of the parties hereto to perform (or the

failure of any of the parties hereto to perform) any of their respective obligations hereunder or under any other Loan Document, any

action taken or omitted by the Administrative Agent or any Lender hereunder or under any of the other Loan Documents, the consummation

of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related

Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01),

(ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer

to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply

with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any

property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan

Party or any of its Subsidiaries, or (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 any Borrower or any other

Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN

WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity

shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are

determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful

misconduct of such Indemnitee or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for

breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Loan

Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to

Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

146

by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of

this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), any L/C Issuer or any Related Party of any

of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such L/C Issuer or such Related

Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or

indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including

any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’

Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided,

further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was

incurred by or asserted against the Administrative Agent (or any such sub-agent), such L/C Issuer in its capacity as such, or against

any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or any L/C Issuer in connection

with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

(d)            Waiver

of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, each Loan Party shall not assert, and hereby waives,

and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect,

consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this

Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby,

any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall

be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended

recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this

Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting

from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of

competent jurisdiction.

(e)            Payments.

All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(f)            Survival.

The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of

the Administrative Agent and any L/C Issuer, the replacement of any Lender, the termination of the Facilities and the repayment, satisfaction

or discharge of all the other Obligations.

11.05            Payments

Set Aside. To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent, any L/C Issuer or

any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds

of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including

pursuant to any settlement entered into by the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be repaid to

a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to

the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full

force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally

agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid

by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per

annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuers under clause

(b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

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11.06            Successors

and Assigns.

(a)            Successors

and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and

their respective successors and assigns permitted hereby, except that neither any Borrower nor any other Loan Party may assign or otherwise

transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and

no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with

the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of

subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions

of subsection (f) of this Section (and 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 subsection (d) of this Section and,

to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders)

any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)            Assignments

by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this

Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations

in L/C Obligations) at the time owing to it); provided that (in each case with respect to any Facility) any such assignment shall

be subject to the following conditions:

(i)            Minimum

Amounts.

(A)            in

the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing

to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds (determined after giving effect

to such assignments) that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate

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 subsection (b)(i)(A) of this Section, the aggregate amount of the applicable Commitment (which

for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding

balance of the applicable Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and

Assumption with respect to such assignment is delivered to the Administrative 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, in the case of any assignment in respect of the Revolving

Credit Facility, or $5,000,000, in the case of any assignment in respect of the Term A-1 Facility, the Term A-2 Facility or the Term

A-3 Facility, in each case, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing,

the Parent Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

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(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 Loans or the Commitment assigned, except that this clause (ii) shall

not apply to prohibit any Lender from assigning all or a portion of its rights and obligations under separate Facilities on a non-pro

rata basis;

(iii)            Required

Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this

Section and, in addition:

(A)            the

consent of the Parent Borrower (such consent not to be unreasonably withheld or delayed) shall be required for (1) assignments to

a Disqualified Institution and (2) all other assignments unless (x) an Event of Default has occurred and is continuing at the

time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that

the Parent Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the

Administrative Agent within five (5) Business Days after having received notice thereof;

(B)            the

consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect

of (1) any Term A-1 Commitment, Term A-2 Commitment, Term A-3 Commitment or Revolving Credit Commitment if such assignment is to

a Person that is not a Lender in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to

such Lender or (2) any Term A-1 Loan, Term A-2 Loan or Term A-3 Loan to a Person that is not a Lender, an Affiliate of a Lender

or an Approved Fund;

consent of each L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility that is not to a Lender.

(iv)            Assignment

and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,

together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent

may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is

not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)            No

Assignment to Certain Persons. No such assignment shall be made (A) to any Loan Party or any Loan Party’s Affiliates or

Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would

constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person (or a holding company, investment

vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons).

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(vi)            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 Parent Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested

but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay

and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any L/C Issuer or any Lender

hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations

in Letters of Credit in accordance with its Applicable 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 subsection (c) of this Section, 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 3.01, 3.04, 3.05, and

11.04 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’s having been a Defaulting Lender. Upon request, the Borrower (at

its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations

under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender

of a participation in such rights and obligations in accordance with subsection (d) of this Section.

The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers (and such agency being solely for

tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or

the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments

of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from

time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers,

the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof

as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower and any Lender,

at any reasonable time and from time to time upon reasonable prior notice.

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(d)            Participations.

Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any

Person (other than a natural person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit

of one or more natural persons, a Defaulting Lender or any Borrower or any Affiliate or Subsidiary of any Borrower) (each, a “Participant”)

in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment

and/or the Loans (including such Lender’s participations in L/C Obligations) 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 Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall

continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard

to the existence of any participation.

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 any amendment, waiver or other modification described

in the first proviso to Section 11.01 that affects such Participant. The Borrowers agree that each Participant shall be entitled

to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment

pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall

be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment

pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions

of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled

to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired

the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment

results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation

agrees, at the Parent Borrower’s request and expense, to use reasonable efforts to cooperate with the Parent Borrower to effectuate

the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall

be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees to

be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this

purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and

the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents

(the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion

of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest

in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that

such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under

Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive

absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such

participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative

Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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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

(including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment, or grant of a security interest,

to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment or grant shall release such Lender

from any of its obligations hereunder or substitute any such pledgee or assignee or grantee for such Lender as a party hereto.

(f)            Resignation

as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender that is an L/C

Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, such Lender

may, upon 30 days’ notice to the Parent Borrower, the Administrative Agent and the other Lenders, resign as an L/C Issuer. In the

event of any such resignation as an L/C Issuer, the Parent Borrower shall be entitled to appoint from among the Lenders a successor L/C

Issuer hereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect

the resignation of such Lender as an L/C Issuer. If any Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges

and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of

its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base

Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment

of a successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and

duties of the retiring L/C Issuer and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters

of Credit issued by the resigning L/C Issuer, if any, outstanding at the time of such succession or make other arrangements satisfactory

to resigning L/C Issuer to effectively assume the obligations of resigning L/C Issuer with respect to such Letters of Credit.

(g)            Disqualified

Institutions.

(i)            The

Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce,

compliance with the provisions of this Agreement or any other Loan Document relating to Disqualified Institutions. Without limiting the

generality of the foregoing, neither the Administrative Agent nor any assigning Lender shall ‎(x) be obligated to ascertain,

monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified ‎Institution or

(y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential

information, to any ‎Disqualified Institution.‎

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(ii)            No

assignment or participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade Date”)

on which the applicable Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights and

obligations under this Agreement to such Person (unless the Parent Borrower has consented to such assignment as otherwise contemplated

by this Section 11.06, in which case such Person will not be considered a Disqualified Institution for the purpose of such

assignment). For the avoidance of doubt, with respect to any assignee or participant that becomes a Disqualified Institution after the

applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred

to in, the definition of “Disqualified Institution”), (x) such assignee shall not retroactively be disqualified from

becoming a Lender or participant and (y) the execution by the Parent Borrower of an Assignment and Assumption with respect to such

assignee will not by itself result in such assignee no longer being considered a Disqualified Institution. Any assignment in violation

of this clause (g)(ii) shall not be void, but the other provisions of this clause (g) shall apply.

(iii)            If

any assignment or participation is made to any Disqualified Institution without the Parent Borrower’s prior consent in violation

of clause (ii) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Parent Borrower may,

at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, (A) terminate

all Commitments of such Disqualified Institution and repay all Obligations of the Borrowers owing to such Disqualified Institution in

connection with such Commitments (but only to the extent that no proceeds of Loans are used to make such repayment), and/or (B) require

such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 11.06),

all of its interest, rights and obligations under this Agreement and the other Loan Documents to one or more Eligible Assignees at the

lesser of (x) the outstanding principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire

such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal

amounts) payable to it hereunder and under the other Loan Documents; provided that (1) the Borrowers shall have paid to the

Administrative Agent the assignment fee (if any) specified in Section 11.06(b), and (2) such assignment does not conflict

with Applicable Law.

(iv)            Notwithstanding

anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not have the right to (x) receive

information, reports or other materials provided to Lenders by the Borrowers, the Administrative Agent or any other Lender, (y) attend

or participate in meetings attended by the Lenders or the Administrative Agent, or (z) access the Platform or any other electronic

site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or

the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for

the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under

this Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the

Lenders that are not Disqualified Institutions consented to such matter, and (y) for purposes of voting on any plan of reorganization

or plan of liquidation pursuant to any Debtor Relief Laws (a “Bankruptcy Plan”), each Disqualified Institution party

hereto hereby agrees (1) not to vote on such Bankruptcy Plan, (2) if such Disqualified Institution does vote on such Bankruptcy

Plan notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated”

pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote

shall not be counted in determining whether the applicable class has accepted or rejected such Bankruptcy Plan in accordance with Section 1126(c) of

the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (3) not to contest any request by any party for

a determination by the bankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).

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(v)            The

Administrative Agent shall, and the Borrowers hereby expressly authorize the Administrative Agent to, (A) post the DQ List (including

any updates thereto from time to time) on the Platform, including that portion of the Platform that is designated for “public side”

Lenders and (B) provide the DQ List to each Lender requesting the same.

11.07            Treatment

of Certain Information; Confidentiality. The Administrative Agent, each Lender and each L/C Issuer agrees to maintain the confidentiality

of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates, its auditors and its Related

Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information

and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting

to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association

of Insurance Commissioners), (c) to the extent required by Applicable Law or regulations or by any subpoena or similar legal process,

(d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document

or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,

(f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or

Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible

Assignee invited to be a Lender pursuant to Section 2.15(c) or Section 11.01 or (ii) any actual or

prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference

to any Borrower and its obligations, this Agreement or payments hereunder (it being understood that the DQ List may be disclosed to any

assignee or Participant, or prospective assignee or Participant), (g) on a confidential basis to (i) any rating agency in connection

with rating the REIT or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar

agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect

to the credit facilities provided hereunder, (h) with the consent of the Parent Borrower or (i) to the extent such Information

(x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative

Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than a Loan Party.

In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement

to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the

Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

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For purposes of this Section,

“Information” means all information received from any Loan Party or any Subsidiary thereof relating to any Loan Party or

any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent,

any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary thereof, provided that,

in the case of information received from any Loan Party or any Subsidiary thereof after the Restatement Effective Date, such information

is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as

provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same

degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

The Administrative Agent,

each Lender and each L/C Issuer each acknowledges that (a) the Information may include material non-public information concerning

a Loan Party or a Subsidiary thereof, as the case may be, (b) it has developed compliance procedures regarding the use of material

non-public information and (c) it will handle such material non-public information in accordance with Applicable Law, including

United States Federal and state securities Laws.

Notwithstanding anything

herein to the contrary, the Administrative Agent, each Lender, each L/C Issuer and each of their respective Related Parties may disclose

to any and all Persons, without limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any

kind (including opinions or other tax analyses) that are provided to the Administrative Agent, any Lender, any L/C Issuer or any of their

respective Related Parties relating to such tax treatment or tax structure.

11.08            Right

of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each L/C Issuer and each of their respective

Affiliates is hereby authorized at any time and from time to time to the fullest extent permitted by Applicable Law, to set off and apply

any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations

(in whatever currency) at any time owing by such Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of

any Borrower or any other Loan Party against any and all of the obligations of such Borrower or such Loan Party now or hereafter existing

under this Agreement or any other Loan Document to such Lender or such L/C Issuer or their respective Affiliates, irrespective of whether

or not such Lender, L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such

obligations of such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender

or such L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that

in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately

to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment,

shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent,

the L/C Issuers and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing

in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each

Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including

other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees

to notify the Parent Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure

to give such notice shall not affect the validity of such setoff and application.

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11.09            Interest

Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid

under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (the “Maximum

Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess

interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining

whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person

may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium

rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread

in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

11.10            Integration;

Effectiveness. This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative

Agent or any L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and

all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01,

this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent

shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter

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

11.11            Survival

of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document

delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.

Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation

made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may

have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long

as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

11.12            Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality,

validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired

thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions

with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.

The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions

in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative

Agent or the L/C Issuers, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

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11.13            Replacement

of Lenders. If the Parent Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if

any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Parent Borrower may, at its sole expense and effort, upon notice

to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject

to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its

existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents

to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment),

provided that:

(a)            the

Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);

(b)            such

Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon,

accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05)

from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other

amounts);

the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made

pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(d)            such

assignment does not conflict with Applicable Law; and

(e)            in

the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the

applicable amendment, waiver or consent.

A Lender shall not be required

to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling

the Parent Borrower to require such assignment and delegation cease to apply.

Each party hereto agrees

that (a) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment and Assumption

executed by the Parent Borrower, the Administrative Agent and the assignee and (b) the Lender required to make such assignment need

not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms

thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute

and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further

that any such documents shall be without recourse to or warranty by the parties thereto.

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Notwithstanding anything

in this Section 11.13 to the contrary, (i) any Lender that acts as an L/C Issuer may not be replaced hereunder at any

time it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Lender (including the furnishing

of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or

the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such

L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative

Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

11.14            Governing

Law; Jurisdiction; Etc.

(a)            GOVERNING

LAW. This Agreement and the other Loan Documents and any claims, controversy, dispute or

cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan

Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby

shall be governed by, and construed in accordance with, the law of the State of NEW yORK.

(b)            SUBMISSION

TO JURISDICTION. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY agrees

that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract

or in tort or otherwise, against the Administrative Agent, any Lender, ANY l/c Issuer, 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 NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW

YORK SITTING IN NEW YORK COUNTY, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY

SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE

HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.

EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE

ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER

LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY

ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES

IN THE COURTS OF ANY JURISDICTION.

OF VENUE. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING

TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES

HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE

OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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(d)            SERVICE

OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.

NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

11.15            Waiver

of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE

TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT

OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES

THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN

THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN

INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS

SECTION.

11.16            No

Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection

with any amendment, amendment and restatement, waiver or other modification hereof or of any other Loan Document), each Borrower and

each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging

and other services regarding this Agreement provided by the Administrative Agent, the Bookrunners, the Arrangers and the Lenders are

arm’s-length commercial transactions between the Borrowers, each other Loan Party and their respective Affiliates, on the one hand,

and the Administrative Agent, the Bookrunners, the Arrangers and the Lenders, on the other hand, (B) each of the Borrowers and the

other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and

(C) each Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions

of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Bookrunner,

each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant

parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Borrower, any other Loan Party or any

of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Bookrunner, any Arranger nor any

Lender has any obligation to any Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions

contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative

Agent, the Bookrunners, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions

that involve interests that differ from those of the Borrowers, the other Loan Parties and their respective Affiliates, and neither the

Administrative Agent, any Bookrunner, any Arranger nor any Lender has any obligation to disclose any of such interests to any Borrower,

any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and each other

Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, any Bookrunner, any Arranger or any

Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated

hereby.

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11.17            Electronic

Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other

Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using

Electronic Signatures. Each of the Loan Parties and each of the Administrative Agent and each Lender Party agrees that any Electronic

Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original

signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of

such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original

signature was delivered.   Any Communication may be executed in as many counterparts as necessary or convenient, including

both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt,

the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which

has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another

format, for transmission, delivery and/or retention. The Administrative Agent and each of the Lender Parties may, at its option, create

one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall

be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications

in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the

same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, neither

the Administrative Agent nor any L/C Issuer is under any obligation to accept an Electronic Signature in any form or in any format unless

expressly agreed to by such Person pursuant to procedures approved by it; provided that, without limiting the foregoing, (a) to

the extent the Administrative Agent or such L/C Issuer has agreed to accept such Electronic Signature, the Administrative Agent and each

of the Lender Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party

and/or any Lender Party without further verification and regardless of the appearance or form of such Electronic Signature and (b) upon

the request of the Administrative Agent or any Lender Party, any Electronic Signature shall be promptly followed by such manually executed

counterpart.

Neither the Administrative

Agent nor any L/C Issuer shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability,

effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt,

in connection with the Administrative Agent’s or such L/C Issuer’s reliance on any Electronic Signature transmitted by telecopy,

emailed .pdf or any other electronic means). The Administrative Agent and each L/C Issuer shall be entitled to rely on, and shall incur

no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be

a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature)

or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether

or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

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Each of the Loan Parties

and each Lender Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of

this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document,

and (ii) waives any claim against the Administrative Agent, each Lender Party and each Related Party for any liabilities arising

solely from the Administrative Agent’s and/or any Lender Party’s reliance on or use of Electronic Signatures, including any

liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution,

delivery or transmission of any Electronic Signature.

11.18            USA

PATRIOT Act. Each Lender that is subject to the USA PATRIOT Act (as hereinafter defined) and the Administrative Agent (for itself

and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act, it is required

to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan

Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance

with the USA PATRIOT Act. The Loan Parties shall, promptly following a request by the Administrative Agent or any Lender, provide all

documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations

under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

11.19            Responsible

Officers. The Administrative Agent is authorized to rely upon the continuing authority of the Responsible Officers set forth in the

Borrower Detail Form to bind the Borrowers with respect to loan disbursement and payment instructions. Such authorization may be

changed only upon written notice to the Administrative Agent accompanied by evidence, reasonably satisfactory to the Administrative Agent,

of the authority of the Person giving such notice. Such notice shall be effective not sooner than five (5) Business Days following

receipt thereof by the Administrative Agent.

11.20            Acknowledgement

and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or L/C Issuer that is an Affected Financial

Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement,

arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that

is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the

Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be

bound by:

(a)            the

application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder

which may be payable to it by any Lender or L/C Issuer that is an Affected Financial Institution; and

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(b)            the

effects of any Bail-In Action on any such liability, including, if applicable:

(i)            a

reduction in full or in part or cancellation of any such liability;

(ii)            a

conversion of all, or a portion of, such liability into shares or other instruments of ownership in such 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