Common use of Initial Conditions Precedent Clause in Contracts

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a); (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantor; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (vi) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vii) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xix) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i) any Applicable Law or (ii) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) if requested by any Lender pursuant to Section 2.11(a) at least three (3) days prior to the date hereof, Revolving Notes and Term Credit Notes executed by the Borrower, payable to each applicable Revolving Credit Lender that has requested that it receive Notes a Revolving Credit Note, and complying with the Swingline terms of, Section 2.11(a) and a Term Loan Note executed by the Borrower Borrower, payable to the Swingline each applicable Term Loan Lender to the extent that it has requested that it receive Notesa Term Loan Note, and, in each case, and complying with the terms of of, Section 2.12.(a2.11(a); (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent Guarantor and by each other Required Guarantorof the Subsidiary Guarantors identified in Schedule 1.1; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇H▇▇▇▇ Lovells LLP, counsel to the Borrower and the other Loan Parties Parties, addressed to the Administrative Agent and the Lenders and in form and substance acceptable reasonably satisfactory to the Administrative Agent; (viv) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust partnership or other comparable organizational instrument document (if any) of each Loan Party certified as of a recent date not earlier than fifteen (15) days prior to the Effective Date by the Secretary of State of the state of formation of such Loan PartyParty (except that, if any such document relating to any Subsidiary Guarantor delivered to Administrative Agent pursuant to the Existing Credit Agreement has not been modified or amended and remains in full force and effect, a certificate of the Secretary or Assistant Secretary (or other individual performing similar functions) of such Subsidiary Guarantor so stating may be delivered in lieu of delivery of a current certified copy of such document); (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party of the Borrower and the Parent Guarantor issued as of a recent date not earlier than fifteen (15) days prior to the Effective Date by the Secretary of State of the state of formation of each such Loan Party Person and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such a Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity (except that, if any such document delivered to Administrative Agent pursuant to the Existing Credit Agreement has not been modified or amended and remains in full force and effect, a certificate so stating may be delivered in lieu of delivery of another copy of such document) and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (ix) evidence of the insurance required under Section 8.5; (x) original stock certificates or other certificates evidencing a certificate of the certificated Equity Interests, as applicable, pledged pursuant to Borrower and the Security Documents, together with an undated stock power Parent Guarantor certifying that the Properties identified in Schedule 4.1 satisfy the requirements for each such certificate duly executed inclusion in blank by the registered owner thereofUnencumbered Pool under this Agreement; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate dated as of the Agreement Date and calculated on a pro forma basis for the Borrower’s fiscal quarter ending as of September 30, 2019; (xvxii) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvixiii) evidence that all indebtednessthe Fees (including, liabilities or obligations owing by to the Loan Parties extent then due, the “Fees” (under and as defined in the Existing Credit Agreement) and interest under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that Agreement accrued through the FeesEffective Date), if any, then due and payable under Section 3.5., together with with, to the extent a reasonably detailed invoice has been delivered to the Borrower prior to the date hereof, all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including including, without limitation, the reasonable and documented fees and expenses of counsel to the Administrative Agent, have been paid; (xviiii) copies of all Specified Derivatives Contracts documentation and other information regarding the Borrower requested in existence on connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Agreement DatePatriot Act, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; and (xixxv) such other documents, agreements documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;; and (b) In the good faith and reasonable judgment of the Administrative Agent: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in writing which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (diii) the Borrower, Borrower and the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any material agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;; and (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (fiv) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a); (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantor; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (vi) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vii) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xix) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (bxx) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cxxi) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (dxxii) the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i) any Applicable Law or (ii) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (exxiii) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (fxxiv) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (gxxv) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender (but excluding any Lender that has requested that it not receive Notes Notes) and complying with the terms of Section 2.12(a) and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the The Subsidiary Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantorapplicable parties thereto; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the such other Loan Parties as the Administrative Agent may request, addressed to the Administrative Agent and the Lenders in a form and substance acceptable satisfactory to the Administrative Agent; provided, however, unless a Subsidiary Guarantor is organized under the laws of Texas, Delaware or New York, the Borrower shall not be required to deliver due execution, authority and delivery opinions with respect to any Subsidiary Guarantor that is organized under the laws of a State where (A) the percentage of the aggregate sales of the Borrower and/or the Subsidiary Guarantors for such State to the total aggregate amount of sales for Borrower and/or the Subsidiary Guarantors is less than or equal to four percent (4%) or (B) the percentage of the aggregate assets of the Borrower and/or the Subsidiary Guarantors for such State to the total aggregate amount of assets for the Borrower and/or the Subsidiary Guarantors is less than or equal to four percent (4%); (viv) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, Borrowing and requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (xix) original stock certificates or other certificates evidencing a Borrowing Base Certificate calculated as of the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereofCutoff Date; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xivx) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30March 31, 2019; (xvxi) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvixii) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been releasedFee Letter; (xviixiii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xiv) with respect to each Borrowing Base Property identified on Schedule 4.1, each of the items referred to in Section 6.3 required to be delivered in connection with any Borrowing Base Property; (xv) UCC, tax, judgment and lien search reports with respect to the Borrower and each other Loan Party in all jurisdictions reasonably requested by the Administrative Agent indicating that there are no liens of record on such property other than Permitted Liens; (xvi) insurance certificates, or other evidence, providing that the insurance coverage required under Section 8.5 is in full force and effect; (xvii) Beneficial Ownership Certifications from the Borrower and such other Persons as the Administrative Agent and Lenders shall reasonably require; (xviii) copies A certificate of all Specified Derivatives Contracts in existence on the Agreement DateBorrower certifying that the Loans are permitted under any Senior Notes Indebtedness and/or any Senior Notes Indenture relating thereto together with supporting evidence thereto; and (xix) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;. (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;; and (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts Counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each Lender and complying with the applicable Lender that has requested that it receive Notes provisions of Section 2.10. and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the The Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantorany Material Subsidiary existing as of the Effective Date; (iv) (i) the Pledge Agreement, executed by each An opinion of the Parentgeneral counsel of the Parent and the other Loan Parties, General Partneraddressed to the Agent, Borrower the Lenders and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Documentthe Swingline Lender, executed by addressing the parties theretomatters set forth in Exhibit H; (v) an An opinion letter of Winston & ▇▇▇▇▇▇ & Bird, LLP, counsel to the Borrower and the other Loan Parties Agent, addressed to the Administrative Agent Agent, the Lenders and the Lenders in form Swingline Lender, addressing the enforceability of the Loan Documents and substance acceptable to such matters as the Administrative AgentAgent shall reasonably request; (vi) a certificate of incumbency signed by the Secretary or Assistant Secretary of the Parent with respect to each of the officers of the Parent authorized to execute and deliver on behalf of the Parent and the Borrower the Loan Documents to which the Parent or the Borrower is a party and to execute and deliver (or make by telephone in the case of Notices of Conversion or Continuation) on behalf of the Borrower Notices of Borrowing, Notices of Conversion, Notices of Continuation, Notices of Swingline Borrowing and requests for Letters of Credit; (vii) a certified copy (certified by the Secretary or Assistant Secretary of the Parent) of all necessary action taken by the Parent to authorize the execution, delivery and performance of the Loan Documents to which either the Parent or the Borrower is a party; (viii) the certificate or articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Parent, the Borrower and each Loan Party Guarantor, certified as of a recent date by the Secretary of State of the state State of formation of such Loan PartyPerson; (viiix) a certificate Certificate of good standing (Good Standing or certificate of similar meaning) meaning with respect to the Parent, the Borrower and each Loan Party Guarantor (and in the case of a limited partnership, the general partner of such Guarantor) issued as of a recent date by the Secretary of State of the state State of formation of each such Loan Party Person and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party Person is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effectqualified; (viiix) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party Guarantor with respect to each of the officers of such Loan Party Person authorized to execute and deliver the Loan Documents to which such Loan Party Person is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixxi) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Parent, the Borrower and each Loan Party Guarantor of (A) the by-laws of such Loan PartyPerson, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and entity; (Bxii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Guarantor of all corporate, partnership, member or other necessary action taken by such Loan Party each Guarantor to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (xxiii) original stock certificates or the Fees then due and payable under Section 3.6., and any other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant Fees payable to the Security DocumentsAgent, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption Titled Agents and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee Lenders on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable or prior to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfiedEffective Date; (xiv) a Compliance Certificate calculated on a as of June 30, 2007 giving pro forma basis for effect to the Borrower’s fiscal quarter ending September 30, 2019;financing contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Effective Date; and (xv) a Disbursement Instruction Agreement effective as of statement from the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties administrative agent under the Existing Credit Facilities shall have been paid in full and Agreement providing information regarding the payment of all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that amounts outstanding under the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any Existing Credit Agreement as of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Effective Date; and (xixxvi) such other documents, agreements and instruments as the Administrative Agent, or any Lender through Agent on behalf of the Administrative Agent, Lenders may reasonably request;; and (b) there In the good faith judgment of the Agent and the Lenders: (i) There shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i1) result in a Material Adverse Effect or (ii2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (diii) the Borrower, the other Loan Parties The Borrower and the other its Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i1) any Applicable Law or (ii2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (giv) each There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective DateDocuments.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the followingfollowing (subject to Section 6.3. in the case of clauses (iv) and (v)), in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each Lender and complying with the applicable Lender that has requested that it receive Notes provisions of Section 2.10., and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent and each Material Subsidiary (other Required Guarantorthan an Excluded Subsidiary or a Foreign Subsidiary) existing as of the Effective Date; (iv) (i) the Pledge Agreement, executed by each a copy of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (vi) the certificate or articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust partnership or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date (x) by the Secretary of State of the state of formation of such Loan PartyParty as of a date not more that 6 months prior to the delivery thereof to the Agent and (y) by the Secretary or Assistant Secretary (or other individual performing similar functions) of such Loan Party as being a true, correct and complete copy thereof as of the date of delivery thereof to the Agent; (viiv) a copy of a certificate of good standing (or certificate of similar meaning) meaning with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and copies of certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, in each case, issued as of a date not more than 6 months prior to the date of delivery thereof to the Agent; (viiivi) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf the officers of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline BorrowingBorrowings, requests for Letters Notices of Credit, Continuation and Notices of Conversion and Notices to request the issuance of ContinuationLetters of Credit; (ixvii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (Ai) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (Bii) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) an opinion of counsel to the Loan Parties, addressed to the Agent, the Lenders and the Swingline Lender, addressing the matters set forth in Exhibit I; (ix) the Fees then due and payable under Section 3.6., and any other Fees payable to the Agent, the Titled Agents and the Lenders on or prior to the Effective Date; (x) original stock certificates or other certificates evidencing a Compliance Certificate calculated as of the certificated Equity Interests, as applicable, pledged pursuant Effective Date (giving pro forma effect to the Security Documents, together with an undated stock power for each such certificate duly executed in blank financing evidenced by this Agreement and the registered owner thereofuse of the proceeds of the Loans to be funded on the Agreement Date); (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums that arrangements have been made for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance termination and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms release of the existing Security Documents to perfect or evidence its security interest (as defined in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xviiAgreement) evidence that upon the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any occurrence of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Effective Date; and (xixxii) such other documents, agreements and instruments as the Administrative Agent, or any Lender through Agent on behalf of the Administrative Agent, Lenders may reasonably request;; and (b) In the good faith and reasonable judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in writing which could reasonably be expected to (i1) result in a Material Adverse Effect or (ii2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;; and (diii) the BorrowerParent, the other Loan Parties Borrower and the its other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i1) any Applicable Law or (ii2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; . The provisions of clauses (eiv) the offering through (viii) of the Equity Interests of the Parent, pursuant immediately preceding subsection (a) shall not apply to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount Accommodation Subsidiaries that are not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Datealso Material Subsidiaries.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower and the Florida Borrower, payable to each Lender and complying with the applicable Lender that has requested that it receive Notes provisions of Section 2.11., and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the Guaranty executed by Holdings, each Subsidiary Guarantor, that owns or leases a Collateral Property as of the Parent Effective Date and each Material Subsidiary (other Required Guarantorthan any Exempt Subsidiary) as of the Effective Date; (iv) (i) an opinion or opinions of counsel to the Pledge AgreementLoan Parties, executed by each of addressed to the ParentAgent and the Lenders, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by addressing the parties theretomatters set forth in Exhibit H; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (vi) the certificate or articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust partnership or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (viivi) a certificate of good standing (or certificate of similar meaning) meaning with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf the officers of the Borrower then authorized to deliver Notices of BorrowingBorrowings, Notices of Swingline BorrowingBorrowings, requests for Letters Notices of Credit, Continuation and Notices of Conversion and Notices to request the issuance of ContinuationLetters of Credit; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (Ai) the by-laws of such Loan Party, if a corporation, the operating agreementagreement of such Loan Party, if a limited liability company, the partnership agreementagreement of such Loan Party, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (Bii) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiiiix) a certificate signed by from a Responsible Officer of the Borrower certifying to the effect that (x) all representations and warranties of the conditions specified Loan Parties contained in Sections 6.1.(bthe Loan Documents are true, correct and complete in all material respects and (y) through (e) and Section 6.2 have been satisfiedimmediately after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default shall exist; (xivx) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as evidence of the Agreement Date; (xvi) evidence that payment of all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that the Fees, if any, Fees then due and payable under Section 3.53.8., together with all and any other fees, expenses and reimbursement amounts due and Fees payable to the Administrative Agent and any of the Lenders, including without limitationAgent, the fees Titled Agents and expenses of counsel the Lenders on or prior to the Administrative Agent, have been paidEffective Date; (xviiixi) copies a Borrowing Base Certificate calculated as of the Effective Date; (xii) a Compliance Certificate calculated as of June 30, 2006 (giving pro forma effect to the financing contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Effective Date); (xiii) letters from the administrative agent under each Existing Credit Agreement providing information regarding the payment in full of amounts outstanding under such Existing Credit Agreement and providing for the termination thereof and the release of all Specified Derivatives Contracts in existence on the Agreement Date; andLiens securing any obligations owing thereunder; (xixxiv) all of the items required to be delivered under Sections 4.1. and 4.2. of the Existing Credit Agreement with respect to each Property identified on Schedule 4.1.; (xv) such other documents, agreements and instruments as the Administrative Agent, or any Lender through Agent on behalf of the Administrative Agent, Lenders may reasonably request;; and (b) there In the good faith judgment of the Agent and the Lenders: (i) There shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning Holdings, the Borrower Borrower, the other Loan Parties and its the other Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i1) result in a Material Adverse Effect or (ii2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (diii) Holdings, the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i1) any Applicable Law or (ii2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (giv) each There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Party Documents. (c) When all of the conditions contained in the immediately preceding subsections (a) and (b) have been satisfied or Subsidiary thereof that qualifies as a “legal entity customer” under waived in accordance with the Beneficial Ownership Regulation terms hereof, the Agent shall have delivered to promptly notify the Administrative Agent, Borrower and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective DateLenders thereof.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes, Swingline Notes, Term Notes and Term Bid Rate Notes (or, in each case, replacement Notes, as the case may be) executed by the Borrower, payable to each applicable Lender (including any Designated Lender, if applicable but excluding any Lender that has requested that it not receive Notes (other than Swingline Notes)) and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a); (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantor; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, in-house and outside counsel to the Borrower and the other Loan Parties Parties, addressed to the Administrative Agent and the Lenders in form and substance acceptable to covering such matters as the Administrative AgentAgent may request; (viiv) (A) copies of the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Person (or in the case of any Loan Party other than the Borrower, any other date acceptable to the Administrative Agent so long as such organizational documents are certified as of the Effective Date by the Secretary or Assistant Secretary (or other individual performing similar functions) of the applicable Loan Party) or (B) a certification by the Secretary or Assistant Secretary (or other individual performing similar functions) of the applicable Loan Party that such documents have not been amended or otherwise modified since the Existing Agreement Date; (viiv) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse EffectPerson; (viiivi) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Revolving Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixvii) (A) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A1) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B2) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty or (B) with respect to the items in clause (A)(1) above, a certification by the Secretary or Assistant Secretary (or other individual performing similar functions) of the applicable Loan Party that such documents have not been amended or otherwise modified since the Existing Agreement Date; (xviii) original stock certificates or other certificates evidencing a Closing Certificate substantially in form of Exhibit U, executed on behalf of the certificated Equity Interests, as applicable, pledged pursuant to Borrower by an authorized officer of the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereofBorrower; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xvix) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xviix) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent Agent, the Lead Arrangers and any of the Lenders, including without limitation, the reasonable fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xixxi) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders by or on behalf of the Borrower prior to the Agreement Date in connection with the transactions contemplated by this Agreement that has had or could reasonably be expected to result in a Material Adverse Effect; (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which is reasonably likely to be adversely determined, and, if adversely determined, could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the Borrower, Borrower and the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could which, or the failure to make, give or receive which, would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender at least 2 Business Days prior to the Agreement Date in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and; (gf) the Borrower and each other Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case case, at least five (5) Business Days prior to the Effective Date; and (g) all outstanding “Revolving Loans” under and as defined in the Existing Credit Agreement shall have been repaid in full (which, for the avoidance of doubt, shall be repaid with one or more Revolving Loans under this Agreement).

Initial Conditions Precedent. The closing and effectiveness of this Agreement and the obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent:precedent (as confirmed to the Lenders by Administrative Agent): (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes and complying with the terms of Section 2.11. (a) and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the a Guaranty executed by each Subsidiary Guarantorof the Guarantors initially to be a party thereto, and the Parent and each other Required GuarantorGuaranty executed by the Parent; (iv) (i) the Pledge Agreement, executed by each opinions of in-house and outside counsel of the Parent, General Partner, Borrower Parent and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties Parties, addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (viv) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party (i) the Borrower and the Parent certified as of a recent date by the Secretary of State of the state of formation of such Person and (ii) each other Loan PartyParty filed with the Secretary of State of the state of formation of such Person, and in each case, certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of such Person; (viivi) a certificate of good standing (or certificate of similar meaning) with respect to the Parent and each Loan Party other than Georgia Square Partnership, Georgia Square Associates, Ltd. and Old Hickory Mall Venture issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse EffectPerson; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party and the Parent with respect to each of the officers of such Loan Party Person authorized to execute and deliver the Loan Documents to which such Loan Party Person is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party and the Parent of (A) the by-laws of such Loan PartyPerson, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party Person to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xivix) a Compliance Certificate calculated on a pro forma basis for the Borrower’s 's fiscal quarter ending September June 30, 20192012; (xvx) a Disbursement Instruction Agreement Transfer Authorizer Designation Form effective as of the Agreement Date; (xvixi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been releasedFee Letter; (xviixii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviiixiii) copies of insurance certificates, or other evidence, providing that the insurance coverage required under Section 8.5. (including, without limitation, both property and liability insurance) is in full force and effect; (xiv) evidence that all Specified Derivatives Contracts in existence on Liens securing the indebtedness, liabilities or other obligations under the Existing Credit Agreement have been released; provided, that provision shall have been made for certain releases and terminations to be filed and fully effective within thirty (30) days after the Effective Date; (xv) the duly executed Officer's Certificate; and (xixxvi) such other documents, agreements documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;. (b) In the good faith judgment of the Administrative Agent: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its their Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party or the Parent to fulfill its obligations under the Loan Documents to which it is a party; (diii) the BorrowerParent, the Borrower and the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could which, or the failure to make, give or receive which, would not reasonably be likely to (A1) have a Material Adverse Effect, or (B2) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or Borrower, any other Loan Party or the Parent to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (fiv) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antithe USA Patriot Act (Title III of Pub. L. 107-Money Laundering Laws56 (signed into law October 26, including without limitation, the Patriot Act2001)); and (gv) each there shall not have occurred or exist any material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under Documents. (c) the Beneficial Ownership Regulation Administrative Agent shall have delivered received evidence satisfactory to it that (i) that certain $167,000,000 credit facility dated as of November 30, 2007, by and among Borrower and the Administrative AgentAgent (and other lenders), known as “Starmount”, shall have been (or shall be concurrently with the effectiveness of this Agreement) repaid in full and any Lender requesting terminated and (ii) the same“Unsecured Indebtedness” covenant set forth in that certain $228,000,000 credit facility dated as of April 22, a Beneficial Ownership Certification in relation 2008, by and among Borrower and the Administrative Agent (and other lenders), known as “Westfield”, shall have been amended to such Loan Party or such Subsidiary, in allow the maximum ratio of “Unsecured Indebtedness” to “Gross Asset Value” (each case at least five (5as defined therein) Business Days prior to the Effective Datebe increased to 0.15 to 1.00.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Bid Rate Notes executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes all Lenders and any Designated Lender, if applicable, and complying with the terms of Section 2.11.(a); and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent and each any other Required GuarantorPerson that would be required under Section 8.13. to become a party to the Guaranty as of the Effective Date; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (vA) an opinion letter of Winston ▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Borrower, the Parent and the other Guarantors addressed to the Agent and the Lenders and (B) an opinion of ▇▇▇▇▇▇ & Bird LLP, counsel to the Borrower and the other Loan Parties Agent addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative AgentLenders; (viv) the certificate or articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan PartyPerson; (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party Person and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party Person is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effectqualified; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party Person authorized to execute and deliver the Loan Documents to which such Loan Party Person is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Conversion, Notices of ContinuationContinuation and Bid Rate Quote Requests; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan PartyPerson, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party Person to authorize the execution, delivery and performance of the Loan Documents to which it is a party, if any; (ix) an Unencumbered Pool Certificate calculated as of the Effective Date; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30December 31, 20192006; (xvxi) evidence satisfactory to the Agent that the Existing Credit Agreement has been paid in full and that all commitments thereunder have been terminated; (xii) a Disbursement Instruction Agreement Transfer Authorizer Designation Form effective as of the Agreement Date; (xvixiii) evidence that all indebtedness, liabilities or obligations owing by satisfactory to the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence Agent that the Fees, if any, then due and payable under Section 3.53.6., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xixxiv) such other documents, agreements documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;; and (b) there In the good faith judgment of the Agent: (i) There shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projectionsDecember 31, budgets2005, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to Borrower, the Administrative Agent and the Lenders prior to the Agreement Date Parent, any other Loan Party or any other Subsidiary that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (diii) the Borrower, The Borrower and the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby (which approvals, consents and waivers shall be in full force and effect) without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could which, or the failure to make, give or receive which, would not reasonably be likely to (A1) have a Material Adverse Effect, or (B2) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (giv) each There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective DateDocuments.

Initial Conditions Precedent. The effectiveness of this Agreement and the obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative AgentAgent and the Lenders: (i) counterparts Counterparts of this Agreement and the Subsidiary Guaranty executed by each of the parties heretohereto and thereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender (other than a Lender that has requested that it not to receive Notes a Revolving Note or a Term Note, as applicable) and complying with the applicable provisions of Section 2.11, and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantor[Reserved]; (iv) Opinions of counsel to NSA REIT and the Loan Parties (i) limited in scope to NSA REIT, the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security DocumentGuarantor), executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative AgentLenders; (viv) the certificate or The articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of NSA REIT and each Loan Party certified as of a recent date by the Secretary of State (or comparable official) of the state of formation of NSA REIT and such Loan Party, or in lieu thereof a certification from NSA REIT and each Loan Party that its articles of incorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) have not changed from those previously delivered to the administrative agent under the Existing Credit Agreement; (viivi) a A certificate of good standing (or certificate of similar meaning) meaning with respect to NSA REIT, the Borrower, each Loan Party Subsidiary Guarantor, issued as of a recent date by the Secretary of State (or comparable official) of the state of formation of NSA REIT and each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (or comparable official and any state department of taxation, as applicable) of each state in which the failure of NSA REIT and such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have result in a Material Adverse Effect; (viiivii) a A certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of NSA REIT and each Loan Party with respect to each of the officers of NSA REIT and such Loan Party authorized to execute and deliver the Loan Documents to which NSA REIT and such Loan Party is a party, and in the case of the Borrower, and the officers of NSA REIT, as general partner of the Borrower, then authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline BorrowingBorrowings, requests for Letters Notices of Credit, Continuation and Notices of Conversion and Notices to request the issuance of ContinuationLetters of Credit; (ixviii) copies Copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of NSA REIT and each Loan Party of (Ax) the by-laws of NSA REIT and such Loan Party, if a corporation, the operating agreementagreement of NSA REIT and such Loan Party, if a limited liability company, the partnership agreementagreement of NSA REIT and such Loan Party, if a limited or general partnership, or other comparable document in the case of any other form of legal entity entity, or in lieu thereof a certification from NSA REIT and each Loan Party that its by-laws, the operating agreement, the partnership agreement or other comparable document have not changed from those previously delivered to the administrative agent under the Existing Credit Agreement and (By) all corporate, partnership, member or other necessary action taken by NSA REIT and such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (ix) The Fees then due and payable under Section 3.6, and any other Fees payable to the Administrative Agent, the Titled Agents and the Lenders on or prior to the Effective Date (including the reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent); (x) original stock certificates The results of a recent UCC lien search in the jurisdiction of organization of the Borrower, which search results shall reveal no Liens on any of the assets of the Borrower except for Liens permitted by Section 10.6 or discharged on or prior to the Effective Date pursuant to a payoff letter or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant documentation reasonably satisfactory to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereofAdministrative Agent; (xi) evidence of property, business interruption [Reserved]; (xii) a payoff letter (reasonably satisfactory to the Administrative Agent) evidencing repayment in full and liability insurance covering each Eligible Property, evidence of payment termination of all insurance premiums for loans, commitments and other obligations under the current policy year Capital One Term Loan Facility as of each policy (the Effective Date, termination of all agreements relating thereto and the release of all Liens granted in connection therewith, if any, with Uniform Commercial Code or other appropriate endorsements naming termination statements and documents effective to evidence the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance)foregoing, in each case, case subject only to repayment in full; (xiii) Evidence of amendments to the Borrower’s (or any other Loan Party’s) existing senior Unsecured Indebtedness in a form and substance reasonably acceptable satisfactory to the Administrative Agent, and if requested to reflect conforming changes contemplated by the Administrative Agent, copies of such insurance policiesthis Agreement; (xiixiv) A Compliance Certificate calculated as of September 30, 2022 (giving pro forma effect to the financing contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Effective Date and any other documents reasonably requested thereby Indebtedness incurred or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateralrepaid after September 30, 2022); (xiiixv) a A certificate signed by a Responsible Officer of the Borrower Officer, certifying that the conditions specified set forth in Sections 6.1.(bSection 6.1(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by such due diligence with respect to Eligible Unencumbered Properties as the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been releasedAdministrative Agent may reasonably request; (xvii) evidence that the Fees, if any, then due All documentation and payable other information required by bank regulatory authorities under Section 3.5., together with all other fees, expenses applicable “know your customer” and reimbursement amounts due anti-money laundering rules and payable to the Administrative Agent and any of the Lendersregulations, including without limitationUSA PATRIOT Act, and a properly completed and signed IRS Form W-8 or W-9 (October 2018 form), as applicable, and the fees and expenses Certification of counsel to the Administrative Agent, have been paid;Beneficial Ownership for each applicable Loan Party; and (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xix) such Such other documents, agreements and instruments as the Administrative Agent, or any Lender through Agent on behalf of the Administrative Agent, Lenders may reasonably request;. (b) there shall not have occurred or become known to In the Administrative Agent or any determination of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect;Lenders: (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially Both immediately before and adversely affect, immediately after giving effect to the ability financing contemplated by this Agreement and the use of the Borrower proceeds of the Loans to be funded on the Effective Date, (A) no Default or any other Event of Default exists, (B) the representations and warranties made or deemed made by NSA REIT and each Loan Party to fulfill its obligations under in the Loan Documents to which it is a partyparty are true and correct in all material respects (or in all respects to the extent that such representations and warranties are already subject to concepts of materiality) on and as of the Effective Date, 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 such respects on and as of such earlier date); (dii) There shall not have occurred any material adverse change since December 31, 2021, in the Borrowerbusiness, assets, operations or condition (financial or otherwise) of NSA REIT and any Loan Party, or in the facts and information regarding NSA REIT and any Loan Party provided by or on behalf of NSA REIT and any Loan Party to the Administrative Agent or any Lender; (iii) After giving effect to the financing contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Effective Date, there shall not have occurred any event or condition that constitutes an “event of default” (howsoever defined) or that, with the giving of any notice, the passage of time, or both, would be an “event of default” under any of NSA REIT or the Loan Parties’ financial obligations (other Loan Parties than de minimis obligations) in existence on the Effective Date; and (iv) NSA REIT and the other its Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any material default under, material conflict with or material violation of (i1) any Applicable Law or (ii2) any agreement, document or instrument to which NSA REIT or any Loan Party is a party or by which NSA REIT, any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Datetheir properties are bound.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts Counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Bid Rate Notes executed by the Borrower, payable to each Lender (or Designated Lender, if applicable) and complying with the applicable Lender that has requested that it receive Notes provisions of Section 2.11., and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the The Guaranty executed by each Subsidiary Guarantor, Guarantor existing as of the Parent and each other Required GuarantorEffective Date; (iv) (i) An opinion of counsel to the Pledge AgreementLoan Parties, executed by each of addressed to the ParentAgent, General Partnerthe Lenders and the Swingline Lender, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by addressing the parties theretomatters set forth in Exhibit M; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (vi) the certificate or The articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust partnership or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (viivi) a A certificate of good standing (or certificate of similar meaning) meaning with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse EffectParty; (viiivii) a A certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and and, in the case of the Borrower, authorized to execute and deliver on behalf the officers of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline BorrowingBorrowings, requests for Letters Bid Rate Quote Requests, Bid Rate Quote Acceptances, Notices of Credit, Continuation and Notices of Conversion and Notices to request the issuance of ContinuationLetters of Credit; (ixviii) copies Copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (Ai) the by-laws of such Loan Party, if a corporation, the operating agreementagreement of such Loan Party, if a limited liability company, the partnership agreementagreement of such Loan Party, if a limited or general partnership, or other comparable document of such Loan Party in the case of any other form of legal entity and (Bii) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (xix) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that the Fees, if any, The Fees then due and payable under Section 3.53.6., together with all and any other fees, expenses and reimbursement amounts due and Fees payable to the Administrative Agent Agent, the Titled Agents and the Lenders on or prior to the Effective Date; (x) A Compliance Certificate calculated as of December 31, 2004 (giving pro forma effect to the financing contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Closing Date), and calculations demonstrating that all Indebtedness proposed to be incurred by the Borrower on the Effective Date is permitted under each of the Senior Note Indentures and that no default under any of the Lenders, including without limitation, the fees and expenses Senior Note Indentures will exist as of counsel to the Administrative Agent, have been paidsuch date; (xviiixi) copies A copy of all Specified Derivatives Contracts each of the documents, instruments and agreements evidencing any of the Indebtedness described on Schedule 6.1.(g), in existence on each case certified as true, correct and complete by the chief executive officer or chief financial officer of the Borrower, but only if any such documents, instruments and agreements are not otherwise publicly available; (xii) A letter from the agent under the Existing Credit Agreement Dateproviding information regarding the payment in full of amounts outstanding thereunder and providing for the termination thereof; and (xixxiii) such Such other documents, agreements and instruments as the Administrative Agent, or any Lender through Agent on behalf of the Administrative Agent, Lenders may reasonably request;; and (b) there In the good faith judgment of the Agent and the Lenders: (i) There shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, budgets and pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i1) result in a Material Adverse Effect or (ii2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i) any Applicable Law or (ii) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (eiii) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent The Borrower and its Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices, as shall be acceptable required to consummate the Administrative Agent; transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (f1) any Applicable Law or (2) any agreement, document or instrument to which the Borrower and each or any other Loan Party shall is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to (A) have provided all information requested by a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the Administrative Agent and each Lender in order ability of the Borrower or any other Loan Party to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, fulfill its obligations under the Patriot ActLoan Documents to which it is a party; and (giv) each There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective DateDocuments.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender (but excluding any Lender that has requested that it not receive Notes Notes) and complying with the terms of Section 2.12(a) and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the The Subsidiary Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantorapplicable parties thereto; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the such other Loan Parties as the Administrative Agent may request, addressed to the Administrative Agent and the Lenders in a form and substance acceptable satisfactory to the Administrative Agent; provided, however, unless a Subsidiary Guarantor is organized under the laws of Texas, California, Delaware or New York, the Borrower shall not be required to deliver due execution, authority and delivery opinions with respect to any Subsidiary Guarantor that is organized under the laws of a State where the percentage of the aggregate assets of the Borrower and/or the Subsidiary Guarantors for such State to the total aggregate amount of assets for the Borrower and/or the Subsidiary Guarantors is less than or equal to five percent (5%); (viv) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse EffectParty; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, Borrowing and requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (xix) original stock certificates or other certificates evidencing a Borrowing Base Certificate calculated as of the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereofCutoff Date; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xivx) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30March 31, 20192021; (xvxi) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvixii) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been releasedFee Letter; (xviixiii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paidpaid or will be paid from Loans to occur on the date hereof; (xiv) with respect to each Borrowing Base Property identified on Schedule 4.1, each of the items referred to in Section 6.3 required to be delivered in connection with any Borrowing Base Property; (xv) UCC, tax, judgment and lien search reports with respect to the Borrower and each other Loan Party in all jurisdictions reasonably requested by the Administrative Agent indicating that there are no liens of record on such property other than ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (xvi) insurance certificates, or other evidence, providing that the insurance coverage required under Section 8.5 is in full force and effect; (xvii) Beneficial Ownership Certifications from the Borrower and such other Persons as the Administrative Agent and Lenders shall reasonably require; (xviii) copies A certificate of all Specified Derivatives Contracts in existence on the Agreement DateBorrower certifying that the Loans are permitted under any Senior Notes Indebtedness and/or any Senior Notes Indenture relating thereto together with supporting evidence thereto; and (xix) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;. (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;; and (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case to the extent requested in writing at least five (5) Business Days prior to the Effective Agreement Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, hereunder is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes all Lenders, and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)2.9.; (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent and each any other Required GuarantorPerson that would be required under Section 8.13. to become a party to the Guaranty as of the Effective Date; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (vA) an opinion letter of Winston ▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Borrower, the Parent and the other Guarantors addressed to the Agent and the Lenders and (B) an opinion of ▇▇▇▇▇▇ & Bird LLP, counsel to the Borrower and the other Loan Parties Agent addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative AgentLenders; (viv) the certificate or articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan PartyPerson; (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party Person and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party Person is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effectqualified; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party Person authorized to execute and deliver the Loan Documents to which such Loan Party Person is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan PartyPerson, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party Person to authorize the execution, delivery and performance of the Loan Documents to which it is a party, if any; (ix) an Unencumbered Pool Certificate calculated as of the Effective Date; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30December 31, 20192007; (xvxi) a Disbursement Instruction Agreement Transfer Authorizer Designation Form effective as of the Agreement Date; (xvixii) evidence that all indebtedness, liabilities or obligations owing by satisfactory to the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence Agent that the Fees, if any, then due and payable under Section 3.53.6., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xixxiii) such other documents, agreements documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;; and (b) there In the good faith judgment of the Agent: (i) There shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projectionsDecember 31, budgets2007, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to Borrower, the Administrative Agent and the Lenders prior to the Agreement Date Parent, any other Loan Party or any other Subsidiary that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (diii) the Borrower, The Borrower and the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby (which approvals, consents and waivers shall be in full force and effect) without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could which, or the failure to make, give or receive which, would not reasonably be likely to (A1) have a Material Adverse Effect, or (B2) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (giv) each There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective DateDocuments.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Bid Rate Notes executed by the Borrower, payable to each applicable all Lenders (other than any Lender that has requested that it not receive Notes a Note) and any Designated Lender, if applicable, and complying with the terms of Section 2.12. (a) and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the Guaranty executed by each Subsidiary Guarantor, of the Parent and each other Required GuarantorGuarantors initially to be a party thereto; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties Guarantors, and addressed to the Administrative Agent Agent, the Issuing Bank and the Lenders and covering the matters set forth in form and substance acceptable to the Administrative AgentExhibit N; (viv) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan PartyPerson; (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party Person and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party Person is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effectqualified; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party Person authorized to execute and deliver the Loan Documents to which such Loan Party Person is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Conversion, Notices of ContinuationContinuation and Bid Rate Quote Requests; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan PartyPerson, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party Person to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (xix) original stock certificates or other certificates evidencing a Transfer Authorizer Designation Form effective as of the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereofAgreement Date; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xivx) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30March 31, 20192011; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvixi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities Agreement shall have been paid in full and all Liens securing such indebtedness, liabilities or commitments to make loans and/or provide other obligations financial accommodations thereunder have been releasedterminated; (xviixii) evidence that the Fees, if any, then due and payable under Section 3.53.6., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xixxiii) such other documents, agreements documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;; and (b) there In the good faith judgment of the Administrative Agent: (i) There shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (diii) the Borrower, The Borrower and the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could which, or the failure to make, give or receive which, would not reasonably be likely to (A1) have a Material Adverse Effect, or (B2) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (eiv) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the The Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antithe USA Patriot Act (Title III of Pub. L. 107-Money Laundering Laws56 (signed into law October 26, including without limitation, the Patriot Act2001)); and (gv) each There shall not have occurred or exist any material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective DateDocuments.

Initial Conditions Precedent. The obligation Notwithstanding any other provisions contained in this Agreement, as a condition precedent to any obligations of Lender under this Agreement to make the Lenders to effect or permit the occurrence of the first Credit Event hereunderLoans, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver all of the following conditions precedentshall have occurred, to Lender’s satisfaction, on or before the first advance thereof: (a) The Administrative Agent On or prior to the Phase I Closing Date, Borrower shall have received each delivered or caused to be delivered all of the followingfollowing to Lender, in form and substance satisfactory to the Administrative AgentLender: (i) counterparts of this Agreement executed by each of the parties heretoThis Agreement; (ii) Revolving Notes and The ▇▇▇▇▇▇▇ Island Term Notes executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Loan Note; (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required GuarantorThe Phase I Note; (iv) The Security Agreement; (iv) The ▇▇▇▇▇▇▇ Island Lease; (vi) The Swap Transaction Documents; (vii) The Leasehold Mortgage; (viii) The ▇▇▇▇▇▇▇ Island Lease Subordination Agreement; (ix) The Phase I Title Policy for the Pledge Leasehold Mortgage; (x) The Environmental Indemnity Agreement; (xi) The Construction Loan Disbursing Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, duly executed by the parties thereto; (vxii) an opinion letter The Assignment of Winston & Architect’s Agreement fully executed and delivered by Borrower and, to the extent available as of the Phase I Closing Date, the Architect; (xiii) The Assignment of Construction Contracts fully executed and delivered by ▇▇▇▇▇▇▇▇ LLPand, counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (vi) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified extent available as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vii) a certificate of good standing (or certificate of similar meaning) with respect to Phase I Closing Date, each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfiedcontractor; (xiv) a Compliance Certificate calculated on a pro forma basis for The Assignment of General Contractor Agreement fully executed and delivered by ▇▇▇▇▇▇▇▇ and, to the Borrower’s fiscal quarter ending September 30extent available as of the Phase I Closing Date, 2019the General Contractor; (xv) a Disbursement Instruction Agreement effective as The Assignment of the Amended and Restated Operating Agreement Dateby and between DRA and ▇▇▇▇▇▇▇ ▇▇, LLC, fully executed and delivered by ▇▇▇▇▇▇▇▇; (xvi) evidence that Preliminary title opinion (and for all indebtedness, liabilities or obligations owing by advances other than the Loan Parties under initial advance the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been releasedfinal title opinion) from Borrower’s counsel certifying title to the Leasehold MortgageCasino Real Property; (xvii) Satisfactory evidence that the Feesof utilities, if anyroads, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paidaccess; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xix) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be The appraisal required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i) any Applicable Law or (ii) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date▇▇▇▇▇▇.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit make the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes A Note executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes a Note, and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of of, Section 2.12.(a2.11(a); (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent Guarantor and by each other Required Guarantorof the Subsidiary Guarantors identified in Schedule 1.1; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇H▇▇▇▇ Lovells LLP, counsel to the Borrower and the other Loan Parties Parties, addressed to the Administrative Agent and the Lenders and in form and substance acceptable reasonably satisfactory to the Administrative Agent; (viv) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust partnership or other comparable organizational instrument document (if any) of each Loan Party certified as of a recent date not earlier than fifteen (15) days prior to the Effective Date by the Secretary of State of the state of formation of such Loan PartyParty (except that, if any such document relating to any Subsidiary Guarantor delivered to Administrative Agent pursuant to the “Existing Credit Agreement” (as defined in the Revolving Credit Agreement) has not been modified or amended and remains in full force and effect, a certificate of the Secretary or Assistant Secretary (or other individual performing similar functions) of such Subsidiary Guarantor so stating may be delivered in lieu of delivery of a current certified copy of such document); (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date not earlier than fifteen (15) days prior to the Effective Date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity (except that, if any such document delivered to Administrative Agent pursuant to the “Existing Credit Agreement” (as defined in the Revolving Credit Agreement) has not been modified or amended and remains in full force and effect, a certificate so stating may be delivered in lieu of delivery of another copy of such document) and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (ix) evidence of the insurance required under Section 8.5; (x) original stock certificates or other certificates evidencing a certificate of the certificated Equity Interests, as applicable, pledged pursuant to Borrower and the Security Documents, together with an undated stock power Parent Guarantor certifying that the Properties identified in Schedule 4.1 satisfy the requirements for each such certificate duly executed inclusion in blank by the registered owner thereofUnencumbered Pool under this Agreement; (xi) evidence a Compliance Certificate calculated as of propertySeptember 30, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies2012; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xviixiii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including including, without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xixxiv) such other documents, agreements documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;; and (b) In the good faith and reasonable judgment of the Administrative Agent: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in writing which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (diii) the Borrower, Borrower and the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any material agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;; and (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (fiv) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Creditmake their respective Loans, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term the Notes executed by the Borrower, payable to each applicable all Lenders (other than any Lender that has requested that it not receive Notes and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(aa Note); (iii) the Guaranty executed by each Subsidiary Guarantor, of the Parent and each other Required GuarantorGuarantors initially to be a party thereto; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (vA) an opinion letter of Winston ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties Realty Income, addressed to the Administrative Agent and the Lenders and covering the matters set forth in form and substance acceptable Exhibit H-1, (B) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Maryland counsel to Realty Income, addressed to the Administrative AgentAgent and the Lenders and covering the matters set forth in Exhibit H-2, and (C) an opinion of Realty Income’s general counsel addressed to the Administrative Agent and the Lenders and covering the matters set forth in Exhibit H-3; (viv) copies of the certificate or articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party Party, reflecting such Loan Party’s name and certified as of a recent date by the Secretary of State of the state of formation of such Person (or in the case of any Loan Party other than the Borrower or Realty Income, any other date acceptable to the Administrative Agent so long as such organizational documents are certified as of the Effective Date by the Secretary or Assistant Secretary (or other individual performing similar functions) of the applicable Loan Party); (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse EffectPerson; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party Person authorized to execute and deliver the Loan Documents to which such Loan Party Person is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices the Notice of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, and Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary of each Loan Party (or other individual performing similar functions) of each Loan Party of (Ai) the by-laws of such Loan PartyPerson, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (Bii) all corporate, partnership, member or other necessary action taken by such Loan Party Person to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (xix) original stock certificates or other certificates evidencing a Closing Certificate substantially in form of Exhibit I, executed on behalf of the certificated Equity Interests, as applicable, pledged pursuant to Borrower by an authorized officer of the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereofBorrower; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiiix) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement Transfer Authorizer Designation Form effective as of the Agreement Date; (xvixi) evidence that all indebtedness, liabilities or obligations owing by satisfactory to the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence Administrative Agent that the Fees, if any, then due and payable under Section 3.53.6., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the reasonable fees and expenses of counsel to the Administrative Agent, have been paid; (xviiixii) copies the “Merger” has defined in that certain Agreement and Plan of all Specified Derivatives Contracts in existence on the Agreement DateMerger dated as of September 6, 2012 by and among Realty Income, Tau Acquisition LLC and American Realty Capital Trust, Inc. has been consummated; and (xixxiii) such other documents, agreements documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;; and (b) there In the good faith judgment of the Administrative Agent: (i) There shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which is reasonably likely to be adversely determined, and, if adversely determined, could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of Realty Income or the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (diii) the Borrower, the other Loan Parties The Borrower and the other Subsidiaries Realty Income shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party the Borrower or Realty Income is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could which, or the failure to make, give or receive which, would not reasonably be likely to (A1) have a Material Adverse Effect, or (B2) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party Realty Income to fulfill its obligations under the Loan Documents to which it is a party;; and (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (fiv) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes, Term Notes, Bid Rate Notes and Term Swingline Notes executed by the Borrower, payable to each applicable Lender (including any Designated Lender, if applicable but excluding any Lender that has requested that it receive Notes and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it not receive Notes, and, in each case, ) and complying with the terms of Section 2.12.(a); (iii) the Guaranty executed by each Subsidiary Guarantor, of the Parent and each other Required GuarantorGuarantors initially to be a party thereto; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, legal counsel to the Borrower and the other Loan Parties Parties, addressed to the Administrative Agent and the Lenders in form and substance acceptable to covering such customary matters as may be required by the Administrative Agent; (viv) copies of the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, currently authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xivix) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September June 30, 20192015; (xvx) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvixi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities Agreements shall have been paid in full and all Liens securing such indebtednesscommitments, liabilities or other obligations if any, thereunder have been releasedterminated; (xviixii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xixxiii) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the Borrower, the other Loan Parties Borrower and the other its Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i1) any Applicable Law or (ii2) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot Act; and (gf) each there shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective DateDocuments.

Initial Conditions Precedent. The obligation of the Lenders to effect make the Loans or permit issue the occurrence Letter(s) of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is shall be subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received from each party hereto a duly executed counterpart of this Agreement signed on behalf of such party. (b) The Agent shall have received from each Guarantor a counterpart of the followingapplicable Guaranty signed on behalf of such Guarantor. (c) If requested by any Lender, in form and substance satisfactory the Agent shall have received for such Lender such ▇▇▇▇▇▇’s duly executed Notes of the Borrower dated the date hereof. (d) The Agent shall have received a customary written opinion addressed to the Administrative Agent:Lenders and the Agent and dated as of the Closing Date from counsel to the Borrower and each Guarantor. (e) The Agent shall have received a certificate of each Loan Party, dated the Closing Date and executed by an Authorized Officer thereof, which shall (A) certify that attached thereto are (i) counterparts of this Agreement executed by each a true and complete copy of the parties hereto; certificate or articles of incorporation, formation or organization of such Loan Party certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation, formation or organization have not been amended (except as attached thereto) since the date reflected thereon, (ii) Revolving Notes a true and Term Notes executed correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the Closing Date, which by-laws or operating, management, partnership or similar agreement are in full force and effect, (iii) a true and complete copy of the resolutions or written consent of its authorizing body authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (iv) a good standing (or equivalent) certificate for such Loan Party from the relevant authority of its jurisdiction of organization, dated as of a recent date. (f) The Agent shall have received a Compliance Certificate, dated as of the Closing Date and signed by a Financial Officer of the BorrowerREIT, payable to each applicable Lender that has requested that it receive Notes demonstrating compliance with the Financial Covenants and the Swingline Note executed by Unencumbered Pool Covenant on a pro-forma basis based on the Borrower payable most financial statements of the Consolidated Group and giving effect to the Swingline Lender transactions contemplated hereby. (g) The Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent that it has requested that it receive Notesinvoiced, and, in each case, complying with the terms reimbursement or payment of Section 2.12.(a); (iii) the Guaranty executed all out-of-pocket expenses required to be reimbursed or paid by each Subsidiary Guarantor, the Parent and each other Required Guarantor; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇▇▇ LLPhereunder. (h) The Agent shall have received a customary certificate, counsel dated as of the Closing Date and signed by an Authorized Officer of the Borrower, certifying as to the matters set forth in clauses (i), (j), (k), (l) and (m) below (as of the Closing Date after giving effect to this Agreement and any borrowings or other extensions of credit hereunder that may be made on the Closing Date). (i) The Borrower and each Guarantor shall have performed and complied with all terms and conditions herein required to be performed or complied with by it on or prior to the Closing Date, and on the Closing Date there shall exist no Default or Event of Default. (j) The representations and warranties made by the Borrower and each Guarantor in the Loan Documents or otherwise made by or on behalf of the Borrower, the Guarantors and their respective Subsidiaries in connection therewith shall be true and correct in all material respects on the Closing Date (although any representations and warranties which expressly relate to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may be) (in each case, without duplication of any materiality qualified contained therein). (k) All governmental and third party approvals necessary or, in the discretion of the Agent, advisable in connection with the transactions contemplated by this Agreement and the other Loan Documents and the continuing operations of the REIT, the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (vi) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vii) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities Subsidiary Guarantors shall have been paid obtained and be in full force and all Liens securing such indebtedness, liabilities or other obligations have been released;effect. (xviil) evidence that the FeesSince December 31, if any2021, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xix) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained material adverse change in the financial and business projectionscondition of the REIT, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in Subsidiary Guarantors, taken as a Material Adverse Effect;whole. (cm) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the BorrowerREIT, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i) any Applicable Law or (ii) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;. (en) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously The Borrower and each Guarantor shall have provided to the Administrative Agent and the Lenders, prior to Lenders the date hereof (the “Equity Offering”), shall have been completed on terms documentation and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each or any Lender in order to comply with applicable its “know your customer” requirements and Anti-Money Laundering Laws, including without limitationto confirm compliance with all applicable Sanctions Laws and Regulations, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that United States Foreign Corrupt Practices Act and other Applicable Law, and if the Borrower qualifies as a “legal entity customer” under within the meaning of the Beneficial Ownership Regulation Regulation, the Borrower shall have delivered provided to the Administrative Agent, and any Lender requesting Agent (for further delivery by the same, Agent to the Lenders in accordance with its customary practice) a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, for the Borrower; in each case delivered at least five (5) Business Days prior to the Effective Closing Date. (o) The Agent shall have received such other documents, agreements and instruments, including, without limitation, any real estate diligence in respect of the Unencumbered Pool Assets, as the Agent, or any Lender through the Agent, may reasonably request.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes, Term Loan A Notes and Term Loan B Notes executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes requesting a Revolving Note, Term Loan A Note and Term Loan B Note and complying with the applicable provisions of Section 2.11., and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the Guaranty executed by each any Subsidiary Guarantorwhich is required to be a Guarantor pursuant to Section 4.3., if any, as of the Parent Effective Date, and each other Required Guarantorthe Springing Guaranty executed by the Parent; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (vi) the certificate or articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust partnership or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan PartyParty or a certification from the Secretary of the Parent that there have been no changes to such organizational instrument since the date such organizational instrument was previously provided to the Agent; (viiv) a certificate of good standing (or certificate of similar meaning) meaning with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each the state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effecthas its principal place of business; (viiivi) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf the officers of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline BorrowingBorrowings, requests for Letters Notices of Credit, Continuation and Notices of Conversion and Notices to request the issuance of ContinuationLetters of Credit; (ixvii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (Ai) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity or a certification from the Secretary of the Parent that there have been no changes to such documents since the date such document was previously provided to the Agent and (Bii) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (xviii) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant an opinion of counsel to the Security DocumentsLoan Parties, together with an undated stock power for each such certificate duly executed addressed to the Agent, the Lenders and the Swingline Lender, in blank by form reasonably satisfactory to the registered owner thereofAgent; (xiix) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that the Fees, if any, Fees then due and payable under Section 3.53.6., together with all and any other fees, expenses and reimbursement amounts due and Fees payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel Lenders on or prior to the Administrative Agent, Effective Date to the extent such Fees have been paidinvoiced prior to the Effective Date; (xviiix) copies a Compliance Certificate calculated as of all Specified Derivatives Contracts in existence the Effective Date (using unaudited pro forma consolidated figures as of June 30, 2016 and giving pro forma effect to (x) the financing evidenced by this Agreement, (y) the use of the proceeds of the Loans to be funded on the Agreement Date, and (z) the repayment of any Indebtedness on or prior to the Effective Date); (xi) [Reserved]; (xii) [Reserved]; (xiii) if applicable, a disbursement statement setting forth in reasonable detail the application of the initial Loans being funded on the Effective Date; (xiv) evidence that any lenders under the Existing Credit Agreement that are not continuing as Lenders hereunder have agreed to accept repayment of all amounts due them under the Existing Credit Agreement and terminate their commitments thereunder, as applicable; (xv) [Reserved]; and (xixxvi) such other documents, agreements and instruments as the Administrative Agent, or any Lender through Agent on behalf of the Administrative Agent, Lenders may reasonably request;. (b) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i1) result in a Material Adverse Effect or (ii2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;; and (diii) the BorrowerParent, the other Loan Parties Borrower and the its other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i1) any Applicable Law or (ii2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) party or the offering ability of the Equity Interests of the Parent, pursuant Agent to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and exercise its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Dateremedies hereunder.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit make the occurrence of the first Credit Event hereunder, whether as the making of a Initial Term Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender, other than any Lender that has requested that it not receive Notes a Note, and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a2.11.(a); (iii) the Guaranty executed by each Subsidiary Guarantor, of the Parent and each other Required GuarantorGuarantors initially to be a party thereto; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower Parent and the other Loan Parties Parties, addressed to the Administrative Agent and the Lenders and covering the matters set forth in form and substance acceptable to the Administrative AgentExhibit H; (viv) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xivix) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 20192011; (xvx) a Disbursement Instruction Agreement Transfer Authorizer Designation Form effective as of the Agreement Initial Funding Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xviixi) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xixxii) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;; and (b) In the good faith judgment of the Administrative Agent: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower Parent and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Initial Funding Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Parent, the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (diii) the Borrower, the other Loan Parties Parent and the other its Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A1) have a Material Adverse Effect, or (B2) restrain or restrain, enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Parent, the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (eiv) the offering of the Equity Interests of conditions set forth under Section 5.2. shall be satisfied; and (v) the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antithe USA Patriot Act (Title III of Pub. L. 107-Money Laundering Laws56 (signed into law October 26, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date2001)).

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: : (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: : (i) counterparts of this Agreement executed by each of the parties hereto; ; (ii) Revolving Notes, Tranche A Term Notes and Tranche B Term Notes (in each case, or replacements thereof) executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a); ; (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantor; ; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; [reserved]; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLPCooley LLP and Venable LLP (with respect to Maryland law matters), counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; ; (vi) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; ; (vii) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or 92 other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; ; (viii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; ; (ix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; ; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; [reserved]; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, Property in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; ; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; [reserved]; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (ed) and Section 6.2 6.2. have been satisfied; ; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; 2024; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; ; (xvi) evidence that all indebtednessan amendment to the documentation relating to the term loan facility maturing in 2027 and agented by Wells Fargo Bank, liabilities or obligations owing by National Association shall be effected and closed substantially simultaneously with the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; Effective Date; (xvii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; ; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xix) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i) any Applicable Law or (ii) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender (but excluding any Lender that has requested that it not receive Notes Notes) and complying with the terms of Section 2.12(a) and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the The Subsidiary Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantorapplicable parties thereto; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the such other Loan Parties as the Administrative Agent may request, addressed to the Administrative Agent and the Lenders in a form and substance acceptable satisfactory to the Administrative Agent; provided, however, unless a Subsidiary Guarantor is organized under the laws of Texas, California, Delaware or New York, the Borrower shall not be required to deliver due execution, authority and delivery opinions with respect to any Subsidiary Guarantor that is organized under the laws of a State where the percentage of the aggregate assets of the Borrower and/or the Subsidiary Guarantors for such State to the total aggregate amount of assets for the Borrower and/or the Subsidiary Guarantors is less than or equal to five percent (5%); (viv) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect;; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, Borrowing and requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (xix) original stock certificates or other certificates evidencing a Borrowing Base Certificate calculated as of the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereofCutoff Date; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xivx) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30March 31, 20192021; (xvxi) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvixii) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been releasedFee Letter; (xviixiii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paidpaid or will be paid from Loans to occur on the date hereof; (xiv) with respect to each Borrowing Base Property identified on Schedule 4.1, each of the items referred to in Section 6.3 required to be delivered in connection with any Borrowing Base Property; (xv) UCC, tax, judgment and lien search reports with respect to the Borrower and each other Loan Party in all jurisdictions reasonably requested by the Administrative Agent indicating that there are no liens of record on such property other than ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (xvi) insurance certificates, or other evidence, providing that the insurance coverage required under Section 8.5 is in full force and effect; (xvii) Beneficial Ownership Certifications from the Borrower and such other Persons as the Administrative Agent and Lenders shall reasonably require; (xviii) copies A certificate of all Specified Derivatives Contracts in existence on the Agreement DateBorrower certifying that the Loans are permitted under any Senior Notes Indebtedness and/or any Senior Notes Indenture relating thereto together with supporting evidence thereto; and (xix) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;. (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;; and (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case to the extent requested in writing at least five (5) Business Days prior to the Effective Agreement Date.

Initial Conditions Precedent. The obligation of the Agent and the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes Swingline Note executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)2.11.; (iii) the Guaranty executed by each Subsidiary Guarantor, of the Parent and each other Required GuarantorGuarantors initially to be a party thereto; (iv) (i) the Pledge Agreement, executed by each an opinion of counsel to the Parent, General Partnerthe Borrower, Borrower and each Subsidiary Guarantor party thereto from time the Guarantors, addressed to time the Agent and (ii) each other Security Document, executed by the parties theretoLenders and covering the matters set forth on Exhibit I; (v) an opinion letter a certificate of Winston & ▇▇▇▇▇▇ LLP, counsel incumbency signed by the Secretary or Assistant Secretary of the Parent with respect to each of the officers of the Parent authorized to execute and deliver on behalf of the Parent and the Borrower the Loan Documents to which the Parent or the Borrower is a party and to execute and deliver (or make by telephone in the other Loan Parties addressed to case of Notices of Conversion or Continuation) on behalf of the Administrative Agent Borrower Notices of Borrowing, Notices of Conversion, Notices of Continuation, Notices of Swingline Borrowing and the Lenders in form and substance acceptable to the Administrative Agentrequests for Letters of Credit; (vi) a certified copy (certified by the Secretary or Assistant Secretary of the Parent) of all necessary action taken by the Parent to authorize the execution, delivery and performance of the Loan Documents to which either the Parent or the Borrower is a party; (vii) the certificate or articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Parent, the Borrower and each Loan Party Guarantor, certified as of a recent date by the Secretary of State of the state State of formation of such Loan PartyPerson; (viiviii) a certificate Certificate of good standing (Good Standing or certificate of similar meaning) meaning with respect to the Parent, the Borrower and each Loan Party Guarantor (and in the case of a limited partnership, the general partner of such Guarantor) issued as of a recent date by the Secretary of State of the state State of formation of each such Loan Party Person and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party Person is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effectqualified; (viiiix) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party Guarantor with respect to each of the officers of such Loan Party Person authorized to execute and deliver the Loan Documents to which such Loan Party Person is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixx) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Parent, the Borrower and each Loan Party Guarantor of (A) the by-laws of such Loan PartyPerson, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and entity; (Bxi) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Guarantor of all corporate, partnership, member or other necessary action taken by such Loan Party each Guarantor to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (xxii) original stock certificates or a copy of the Crown Merger Agreement and any other certificates evidencing material documents executed in connection therewith requested by the certificated Equity Interests, as applicable, pledged pursuant to the Security DocumentsAgent, together with an undated stock power for each such certificate duly executed in blank all amendments and supplements thereto, certified by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms a officer of the Security Documents Parent to perfect or evidence its security interest be true, correct and complete copies and in the Collateralfull force and effect; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying chief executive officer, chief financial officer or other senior officer of the Parent stating that all conditions precedent to the conditions specified consummation of the Crown Transaction as set forth in Sections 6.1.(b) through (e) and Section 6.2 the Crown Merger Agreement have been satisfiedsatisfied or waived, together with a file-stamped copies of the articles of merger of PREIT and Crown filed with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania and the Secretary of State of the State of Maryland; (xiv) a Compliance Certificate calculated letter from the administrative agent under each of the Existing Credit Agreements providing information regarding the payment in full of amounts outstanding thereunder (other than the Letters of Credit described on a pro forma basis Schedule 2.2.(a)) and providing for the Borrower’s fiscal quarter ending September 30, 2019;termination thereof; and (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xix) such other documents, agreements documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;. (b) there In the good faith judgment of the Agent: (i) There shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its the other Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in have a Material Adverse Effect; (cii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (iA) result in have a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;; and (diii) The Parent, the Borrower, Borrower and the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with under or violation of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could which, or the failure to make, give or receive which, would not reasonably be likely to (A1) have a Material Adverse Effect, or (B2) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower Borrower, the Parent or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes, Tranche B Term Notes and Term Bid Rate Notes executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes (including any Designated Lender, if applicable, and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it such Lender has requested that it required to receive Notes, and, in each case, ) and complying with the terms of Section 2.12.(a)2.12. (a) and the Swingline Notes executed by the Borrower; (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantor[reserved]; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties Parties, addressed to the Administrative Agent and the Lenders in form and substance acceptable to covering such matters as the Administrative Agent;Agent may reasonably request; LEGAL02/40926073v6 (viv) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Conversion, Notices of ContinuationContinuation and Bid Rate Quote Requests; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xivix) a Compliance Certificate calculated on a pro forma basis for the Borrower’s four (4) quarter fiscal quarter period ending September June 30, 20192021; (xvx) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvixi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released[reserved]; (xviixii) evidence that the Fees, if any, then due and payable under Section 3.5., together with with, to the extent a reasonably detailed invoice has been delivered to the Borrower prior to the date hereof, all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the reasonable and documented out-of-pocket fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xixxiii) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in writing which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default LEGAL02/40926073v6 under, conflict with or violation of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could which, or the failure to make, give or receive which, would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;; and (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The closing and effectiveness of this Agreement and the obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, hereunder is subject to the satisfaction or waiver of the following conditions precedent:precedent (as confirmed to the Lenders by Administrative Agent): (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a2.9.(a); (iii) the Parent Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required GuarantorParent; (iv) (i) the Pledge Agreement, executed by each opinions of in-house and outside counsel of the Parent, General Partner, Borrower Parent and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties Parties, addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (viv) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party (i) the Borrower and the Parent certified as of a recent date by the Secretary of State of the state of formation of such Person and (ii) each other Loan PartyParty filed with the Secretary of State of the state of formation of such Person, and in each case, certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of such Person; (viivi) a certificate of good standing (or certificate of similar meaning) with respect to the Parent and each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse EffectPerson; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party and the Parent with respect to each of the officers of such Loan Party Person authorized to execute and deliver the Loan Documents to which such Loan Party Person is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party and the Parent of (A) the by-laws of such Loan PartyPerson, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party Person to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xivix) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30March 31, 20192013; (xvx) a Disbursement Instruction Agreement Transfer Authorizer Designation Form effective as of the Agreement Date; (xvixi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been releasedFee Letter; (xviixii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviiixiii) copies insurance certificates, or other evidence, providing that the insurance coverage required under Section 8.5. (including, without limitation, both property and liability insurance) is in full force and effect; (xiv) the duly executed Officer’s Certificate; (xv) a certificate, signed by a Senior Officer, stating that as of the Effective Date (x) no Default or Event of Default exists or will exist immediately after giving effect to the making of the Term Loan on such date, and (y) all Specified Derivatives Contracts representations and warranties of the Borrower are true and correct in existence on all material respects (except in the Agreement Datecase of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects); and (xixxvi) such other documents, agreements documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;. (b) In the good faith judgment of the Administrative Agent: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its their Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party or the Parent to fulfill its obligations under the Loan Documents to which it is a party; (diii) the BorrowerParent, the Borrower and the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could which, or the failure to make, give or receive which, would not reasonably be likely to (A1) have a Material Adverse Effect, or (B2) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or Borrower, any other Loan Party or the Parent to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (fiv) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); (v) there shall not have occurred or exist any material disruption of financial or capital markets that could reasonably be expected to materially and Anti-Money Laundering Laws, including without limitation, adversely affect the Patriot Acttransactions contemplated by the Loan Documents; and (gvi) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation Administrative Agent shall have delivered received a timely Notice of Borrowing. The Borrower shall be deemed to have represented to the Administrative Agent, Agent and any Lender requesting the same, a Beneficial Ownership Certification in relation to Lenders at the time such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior is made that to the Effective Datebest of the Borrower’s knowledge all conditions to the making of such Loan contained in this Article VI. have been satisfied.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender (but excluding any Lender that has requested that it receive Notes and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it not receive Notes, and, in each case, ) and complying with the terms of Section 2.12.(a)2.10.(a) executed by the Borrower; (iii) the Guaranty executed by each Subsidiary Guarantor, of the Parent and each other Required GuarantorGuarantors initially to be a party thereto; (iv) (i) the Pledge Agreement, a payoff letter executed by each of WP ▇▇▇▇▇ evidencing that the Parent, General Partner, Borrower WP ▇▇▇▇▇ Credit Facility has been repaid in full and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties theretoterminated; (v) an opinion letter opinions of Winston & ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties Parties, and ▇▇▇▇▇▇▇, LLP, special Maryland counsel to the REIT Guarantor, addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agentcovering all matters customary for financings of this type; (vi) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified certified, with respect to the Borrower, as of a recent date by the Secretary of State of the state of formation of such Loan PartyParty and with respect to the REIT Guarantor, by an authorized officer of the REIT Guarantor as being true and complete and in full force and effect as of the Effective Date; (vii) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xixxi) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i) any Applicable Law or (ii) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;; and (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunderhereunder on or after the Agreement Date, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender (excluding any Lender that has requested that it not receive Notes Notes) and complying with the terms of Section 2.12. (a) and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantor[reserved]; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, outside counsel to the Borrower and the other Loan Parties Parties, addressed to the Administrative Agent and the Lenders in form and substance acceptable to covering such matters as the Administrative AgentAgent may reasonably request; (viv) copies of the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of incorporation or formation of such Person (or in the case of any Loan Party other than the Borrower, any other date acceptable to the Administrative Agent so long as such organizational documents are certified as of the Effective Date by the Secretary or Assistant Secretary (or other individual performing similar functions) of the applicable Loan Party); (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation or incorporation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse EffectPerson; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (xix) original stock certificates or other certificates evidencing the certificated Equity Interestsan Unencumbered Asset Certificate calculated as of March 31, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof2021; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xivx) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30March 31, 20192021; (xvxi) a Disbursement Instruction Agreement effective as Closing Certificate substantially in form of Exhibit T, executed on behalf of the Agreement DateBorrower by an authorized officer of the Borrower; (xvixii) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released[reserved]; (xviixiii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent Agent, the Lead Arrangers and any of the Lenders, including without limitation, the reasonable fees and expenses of counsel to the Administrative AgentAgent invoiced to the Borrower at least 2 Business Days prior to the Agreement Date, have been paid (or substantially concurrently with the first Credit Event will be paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date); and (xixxiv) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders by or on behalf of the Borrower prior to the Agreement Date in connection with the transactions contemplated by this Agreement that has had or could reasonably be expected to result in a Material Adverse Effect; (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which is reasonably likely to be adversely determined, and, if adversely determined, could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the Borrower, Borrower and the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could which, or the failure to make, give or receive which, would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering Lenders shall have completed their accounting, business, financial, legal, tax, environmental and regulatory due diligence investigation of the Equity Interests of Borrower, the ParentGuarantors and the Unencumbered Assets in scope, pursuant to an offering memorandum substantially similar and with results, satisfactory to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering Lenders in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent;their sole discretion; and (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender at least 2 Business Days prior to the Agreement Date in order to comply with applicable “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that Act and if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation Regulation, the Borrower shall have delivered deliver to each Lender that so requests at least 5 days prior to the Administrative AgentAgreement Date, and any Lender requesting the samein a form acceptable to such Lender, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective DateBorrower.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (iiA) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender that has requested that it receive Lender, (B) Bid Rate Notes executed by Borrower, each in the full amount of the potential Bid Rate Borrowing and the one payable to each Lender, and (C) a Swingline Note executed by the Borrower and payable to the Swingline Lender to the extent that it has requested that it receive NotesLender, and, in each case, complying with the terms of Section 2.12.(a)2.11; (iii) the Guaranty executed by each Subsidiary Guarantor, of the Parent and each other Required GuarantorGuarantors initially to be a party thereto; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the such other Loan Parties as Administrative Agent shall request, addressed to the Administrative Agent and the Lenders substantially in the form and substance acceptable to the Administrative Agentset forth in Exhibit H; (viv) the certificate or articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party (A) the Borrower, certified as of a recent date by the Secretary of State of the state State of formation organization of such Person, and (B), each of the other Loan PartyParties, certified as of a recent date (and with reference to documents filed and certified by the applicable state Secretary of State) by the Secretary or Assistant Secretary (or other individual performing similar functions) of such Person; (viivi) a certificate of good standing (or certificate of similar meaning) with respect to the Borrower and each of the other Loan Party Parties issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and Person and, within thirty (30) days following the Effective Date, certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have Person owns a Material Adverse EffectPool Asset; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower and each of the other Loan Party Parties with respect to each of the officers of such Loan Party Person authorized to execute and deliver the Loan Documents to which such Loan Party Person is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline BorrowingConversion, Notices of Continuation and requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party the Borrower of (Ax) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity Borrower and (By) all corporate, partnership, member corporate or other necessary action taken by such Loan Party Borrower to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiiiix) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Pool Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 20192005; (xvx) a Disbursement Instruction Agreement effective as of Compliance Certificate calculated for the Agreement DateBorrower’s fiscal quarter ending September 30, 2005; (xvixi) evidence that all indebtedness, liabilities or obligations owing by satisfactory to the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence Administrative Agent that the Fees, if any, Fees then due and payable under Section 3.5.3.6, together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviiixii) copies a fully executed and satisfactory Solvency Certificate for each Guarantor and provided by the Chief Financial Officer of Borrower in the form attached as Exhibit L hereto; (xiii) a certificate from Borrower (A) certifying that all Specified Derivatives Contracts Persons required by Section 8.14 to become Guarantors hereunder have executed a Guaranty and become parties to the Indemnity and Contribution Agreement, and (B) listing the Subsidiaries and Unconsolidated Affiliates which are not becoming Guarantors hereunder by operation of the proviso in existence on Section 8.14(a), which listing shall include a certification to Administrative Agent and Lenders (along with a statement as to the Agreement Datereasons why) that such Persons are not required to become a Guarantors; and (xixxiv) such other documents, agreements documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;. (b) there In the good faith judgment of the Administrative Agent: (i) There shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;; and (diii) the Borrower, The Borrower and the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or will make contemporaneously with the making of the first Loan or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could which, or the failure to make, give or receive which, would not reasonably be likely to (A1) have a Material Adverse Effect, or (B2) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;. (ec) Borrowers shall have paid to Administrative Agent, for the offering benefit of Lenders, all interest and other fees due under the Equity Interests of the ParentPrior Credit Agreement, pursuant to an offering memorandum substantially similar prorated to the draft thereof previously provided effective date of this Agreement and, subject to the Administrative Agent and provisions of Section 2.1(a) with respect to the repayment of outstanding Bid Rate Loans, any repayment of Loan principal required to remain in compliance with the reduced Total Commitment Amount effectuated by the Agreement. (d) Lenders, prior to the date hereof (the “Equity Offering”)as applicable, shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender whatever balancing transfers amongst themselves as are necessary in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, result in each case at least five (5Lender having the outstanding balances referenced on Schedule 1.1(A) Business Days prior to the Effective Dateattached hereto.

Initial Conditions Precedent. The obligation of the Lenders Bank to effect or permit make the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, Advance is subject to the satisfaction or waiver of condition precedent that the following conditions precedent: (a) The Administrative Agent Bank shall have received each on or before the day of the Advance all of the following, each dated (unless otherwise indicated) as of the date hereof, in form and substance satisfactory to the Administrative AgentBank: (a) The Note, properly executed on behalf of the Borrower. (b) The Security Agreement, properly executed on behalf of the Borrower. (c) The CI Security Agreement, properly executed on behalf of CI. (d) A financing statement or statements sufficient when filed to perfect the security interests granted under the Security Agreement and the CI Security Agreement to the extent such security interests are capable of being perfected by filing. (e) Current searches of appropriate filing offices showing that (i) counterparts of this Agreement executed by each of no state or federal tax liens have been filed and remain in effect against the parties hereto; Borrower or any Subsidiary, and (ii) Revolving Notes no financing statements have been filed and Term Notes remain in effect against the Borrower or any Subsidiary except financing statements perfecting only Liens permitted under Section 6.1. (f) The Assignment of Deposit Accounts, duly executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes and together with one or more acknowledgments in the Swingline Note form attached thereto, duly executed by the financial institutions at which the Borrower payable maintains its deposit accounts. (g) The Life Insurance Assignments, duly executed by the owners thereof, and the Life Insurance Policies, all in form and substance satisfactory to the Swingline Lender Bank, together with such evidence as the Bank may request that the Life Insurance Policies are subject to no assignments or encumbrances other than the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a);Life Insurance Assignments. (iiih) the Guaranty The Guaranties, duly executed by each Subsidiary Guarantor, the Parent and each other Required Guarantor;Guarantors. (iv) (i) the Pledge Agreement, executed by each A certificate of the Parent, General Partner, secretary of the Borrower and each Subsidiary Guarantor party thereto from time to time and (iii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (vi) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vii) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize certifying that the execution, delivery and performance of the Loan Documents and other documents contemplated hereunder to which it such corporation is a party; (x) original stock certificates party have been duly approved by all necessary action of the Board of Directors of the Borrower or other certificates evidencing the certificated Equity Interestssuch Subsidiary, as applicablethe case may be, pledged pursuant and attaching true and correct copies of the applicable resolutions granting such approval, (ii) certifying that attached to such certificate are true and correct copies of the Security Documentsarticles of incorporation and bylaws of the Borrower or such Subsidiary, as the case may be, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agentcopies, and if requested by (iii) certifying the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms names of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer officers of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xix) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered that are authorized to sign the Administrative Agent Loan Documents and other documents contemplated hereunder. The Bank may conclusively rely on such certificate until it shall receive a further certificate of the Lenders prior to the Agreement Date that has had Secretary or could reasonably be expected to result in a Material Adverse Effect; (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability Assistant Secretary of the Borrower canceling or any other Loan Party to fulfill its obligations under amending the Loan Documents to which it is a party;prior certificate and submitting the signatures of the officers named in such further certificate. (dj) Certificates of good standing of the Borrower and its Subsidiaries, dated not more than ten days before such date. (k) A signed copy of an opinion of counsel for the Borrower, addressed to the other Loan Parties Bank as to matters referred to in Sections 4.1, 4.2, 4.3 and the other Subsidiaries shall have received all approvals, consents and waivers4.7, and shall have made or given all necessary filings and notices as shall be required to consummate such other matters as the transactions contemplated hereby without the occurrence of any default underBank may reasonably request, conflict with or violation of (i) any Applicable Law or (ii) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions that opinion being acceptable to the Administrative Agent, including, without limitationBank's counsel. In the case of Section 4.7, the Parent’s receipt opinion may be to the best knowledge of gross cash proceeds such counsel, and, in the case of Section 4.3, insofar as it relates to enforcement of remedies, it may be subject to applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally from time to time, and to usual equity principles. (l) Such evidence as the Bank may reasonably require that the Acquisition has been fully consummated, including but not limited to copies of the Equity Offering in an aggregate amount not less than $175 million, related asset purchase agreement and bills of sale. (m) Such subordination agreements as the capital structure and corporate structure Bank may require to evidence that all of the Parent and Borrower's Debt, other than its Subsidiaries shall be acceptable indebtedness arising hereunder, has been subordinated to payment of the Borrower's indebtedness arising hereunder on terms satisfactory to the Administrative Agent;Bank, together with all original promissory notes or other documents evidencing such Debt. (fn) Certificates of the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” insurance required under the Beneficial Ownership Regulation shall have delivered to Security Agreement, naming the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective DateBank as lender's loss payee.

Initial Conditions Precedent. The obligation of the Lenders MBF shall not be obligated to effect or permit the occurrence of the purchase any Mortgage Loan under this Agreement until MBF shall have first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of received the following conditions precedent: (a) The Administrative Agent shall have received documents, each of the following, which shall be in form and substance satisfactory to MBF, except to the Administrative Agentextent waived by MBF in its sole discretion: (ia) counterparts of this Agreement and the Seller’s Power of Attorney, each duly executed by Seller, and the Guaranty, duly executed by Guarantor, each dated as of the parties heretodate hereof; (iib) Revolving Notes and Term Notes executed by one or more certificates of Seller’s corporate secretary attesting to certain factual matters, certifying the Borrower, payable to each applicable Lender that has requested that it receive Notes and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms text of Section 2.12.(a); (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantor; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (vi) the certificate or Seller’s articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vii) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by incorporation and bylaws or other governing charter documents, certifying the Secretary of State text of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicableresolution(s) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viii) a certificate the board of incumbency signed by the Secretary directors or Assistant Secretary (or other individual performing similar functions) managers of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize Seller authorizing the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agentthis Agreement, and if requested by certifying the Administrative Agentincumbency and the signatures of those officers of Seller authorized to execute and deliver, copies on behalf of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest Seller, this Agreement, each Mortgage Note endorsement, each Assignment in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30Blank, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities other instruments or other obligations have documents to be executed and delivered pursuant hereto (MBF being entitled to rely thereon until a new certificate has been released; (xvii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable furnished to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel MBF upon which MBF shall thereafter be entitled to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xix) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effectrely); (c) no litigationone or more certificates of Guarantor’s corporate secretary attesting to certain factual matters, actioncertifying the text of Guarantor’s articles or certificate of incorporation and bylaws, suitcertifying the text of the resolution(s) of the board of directors of Guarantor authorizing the execution, investigation or other arbitraldelivery and performance of this Agreement and the Guaranty, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected and certifying the incumbency and the signatures of those officers of Guarantor authorized to (i) result in a Material Adverse Effect or (ii) restrain or enjoinexecute and deliver, impose materially burdensome conditions onon behalf of Guarantor, or otherwise materially and adversely affectthis Agreement, the ability of the Borrower Guaranty and all other instruments or any other Loan Party documents to fulfill its obligations under the Loan Documents be executed and delivered by Guarantor pursuant hereto (MBF being entitled to rely thereon until a new certificate has been furnished to MBF upon which it is a partyMBF shall thereafter be entitled to rely); (d) financial statements of Seller (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of the Borrowermost recent fiscal year-end of Seller (the “Statement Date”) and related statements of income, changes in stockholders’ equity and cash flows for the other Loan Parties and period ended on the other Subsidiaries shall have received all approvals, consents and waiversStatement Date, and shall have made or given all necessary filings and notices a balance sheet as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i) any Applicable Law or (ii) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party Interim Date and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and, in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to fulfill its obligations under the Loan Documents to which it is a party;MBF; and (e) the offering of the Equity Interests of the Parentsuch other financial statements, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent public record search reports, legal opinions and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms other documents and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies statements as a “legal entity customer” MBF may require under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Datecircumstances.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts Counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Bid Rate Notes executed by the Borrower, payable to each Lender (or Designated Lender, if applicable) and complying with the applicable Lender that has requested that it receive Notes provisions of Section 2.11., and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the The Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required GuarantorGuarantor existing as of the Effective Date; (iv) (i) An opinion of counsel to the Pledge AgreementLoan Parties, executed by each of addressed to the ParentAgent, General Partnerthe Lenders and the Swingline Lender, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by addressing the parties theretomatters set forth in Exhibit M; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (vi) the certificate or The articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust partnership or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (viivi) a A certificate of good standing (or certificate of similar meaning) meaning with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viiivii) a A certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf the officers of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline BorrowingBorrowings, requests for Letters Bid Rate Quote Requests, Bid Rate Quote Acceptances, Notices of Credit, Continuation and Notices of Conversion and Notices to request the issuance of ContinuationLetters of Credit; (ixviii) copies Copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (Ai) the by-laws of such Loan Party, if a corporation, the operating agreementagreement of such Loan Party, if a limited liability company, the partnership agreementagreement of such Loan Party, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (Bii) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (ix) The Fees then due and payable under Section 3.6., and any other Fees payable to the Agent, the Titled Agents and the Lenders on or prior to the Effective Date; (x) original stock A Compliance Certificate calculated as of March 31, 2007 (giving pro forma effect to the financing contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Effective Date); (xi) The Pledge Agreement executed by the Pledgor; (xii) All certificates or other certificates evidencing the certificated representing any shares of Equity Interests, as applicable, Interests pledged pursuant to the Security DocumentsPledge Agreement, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms a duly authorized officer of the Security Documents to perfect or evidence its security interest in the CollateralPledgor; (xiii) a certificate signed Each document (including, without limitation, any UCC financing statement) required by a Responsible Officer the Pledge Agreement or under Applicable Law or reasonably deemed necessary or appropriate by the Agent to be filed, registered or recorded in order to create in favor of the Borrower certifying that Agent, for the conditions specified benefit of the Lenders, a perfected first-priority Lien on the Collateral (as defined in Sections 6.1.(b) through (e) and Section 6.2 the Pledge Agreement), shall have been satisfiedfiled, registered or recorded or shall have been delivered to the Agent in proper form for filing, registration or recordation; (xiv) Results of a Compliance Certificate calculated on a pro forma basis for recent lien search in each of the Borrower’s fiscal quarter ending September 30jurisdictions in which UCC financing statements or other filings or recordations should be made to evidence or perfect security interests in Collateral (as defined in the Pledge Agreement), 2019and such search shall reveal no Liens of record with respect to any of such Collateral other than Permitted Liens or Liens to be terminated prior to the Effective Date; (xv) a Disbursement Instruction With respect to each of the New York Mortgages listed on Schedule 1.1.(B), each of the items required under Section 12.19.(d) if not previously delivered to the Agent; (xvi) Certified copies of (a) the “Basic Company Agreements”, as defined in the Shareholder’s Agreement effective (the “1221 Shareholder’s Agreement”) dated as of December 29, 2003 among Rock-Green, Inc., Rockefeller Group International, Inc. and Green Hill Acquisition LLC, (b) the statement referred to in Section 2.3(g) of the 1221 Shareholder’s Agreement, executed by Rockefeller Group International, Inc. and dated as of the Agreement Date and (c) the estoppel certificate referred to in Section 7.8 of the 1221 Shareholder’s Agreement, executed by Rockefeller Group International, Inc. and dated as of the Agreement Date; (xvixvii) evidence that all indebtedness, liabilities or obligations A payoff letter in form and substance reasonably satisfactory to the Agent with respect to the Indebtedness owing by the Green Hill Acquisition LLC (“Green Hill”) pursuant to that certain Amended and Restated Loan Parties under the Existing Credit Facilities shall have been paid in full Agreement dated as of May 6, 2005 by and all Liens securing such indebtednessamong ▇▇▇▇▇ Fargo Bank, liabilities or other obligations have been released; National Association, KeyBank, National Association, The Bank of New York, Union Bank of California, N.A., ING Real Estate Finance (xviiUSA) evidence that the Fees, if any, then due LLC and payable under Section 3.5.Green Hill, together with all other fees, expenses and reimbursement amounts due and payable such releases or authorizations as the Agent may reasonably request to evidence the Administrative Agent and termination or release of any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paidLiens granted by any Loan Party pursuant thereto; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xix) such Such other documents, agreements and instruments as the Administrative Agent, or any Lender through Agent on behalf of the Administrative Agent, Lenders may reasonably request;; and (b) there In the good faith judgment of the Agent and the Lenders: (i) There shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its Subsidiaries the other Loan Parties delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i1) result in a Material Adverse Effect or (ii2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, affect the ability of the Parent, the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (diii) The Parent, the Borrower, Borrower and the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i1) any Applicable Law or (ii2) any agreement, document or instrument to which the Parent, the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Parent, the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (giv) each There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective DateDocuments.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender (but excluding any Lender that has requested that it not receive Notes Notes) and complying with the terms of Section 2.12(a) and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the The Subsidiary Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantorapplicable parties thereto; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the such other Loan Parties as the Administrative Agent may request, addressed to the Administrative Agent and the Lenders in a form and substance acceptable satisfactory to the Administrative Agent; provided, however, unless a Subsidiary Guarantor is organized under the laws of Texas, California, Delaware or New York, the Borrower shall not be required to deliver due execution, authority and delivery opinions with respect to any Subsidiary Guarantor that is organized under the laws of a State where the percentage of the aggregate assets of the Borrower and/or the Subsidiary Guarantors for such State to the total aggregate amount of assets for the Borrower and/or the Subsidiary Guarantors is less than or equal to five percent (5%); (viv) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, Borrowing and requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (xix) original stock certificates or other certificates evidencing a Borrowing Base Certificate calculated as of the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereofCutoff Date; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xivx) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30March 31, 20192021; (xvxi) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvixii) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been releasedFee Letter; (xviixiii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xiv) with respect to each Borrowing Base Property identified on Schedule 4.1, each of the items referred to in Section 6.3 required to be delivered in connection with any Borrowing Base Property; (xv) UCC, tax, judgment and lien search reports with respect to the Borrower and each other Loan Party in all jurisdictions reasonably requested by the Administrative Agent indicating that there are no liens of record on such property other than Permitted Liens; (xvi) insurance certificates, or other evidence, providing that the insurance coverage required under Section 8.5 is in full force and effect; (xvii) Beneficial Ownership Certifications from the Borrower and such other Persons as the Administrative Agent and Lenders shall reasonably require; (xviii) copies A certificate of all Specified Derivatives Contracts in existence on the Agreement DateBorrower certifying that the Loans are permitted under any Senior Notes Indebtedness and/or any Senior Notes Indenture relating thereto together with supporting evidence thereto; and (xix) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;. (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;; and (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) if requested by any Lender pursuant to Section 2.11(a) at least three (3) days prior to the date hereof, Revolving Notes and Term Credit Notes executed by the Borrower, payable to each applicable Revolving Credit Lender that has requested that it receive Notes a Revolving Credit Note, and complying with the Swingline terms of, Section 2.11(a) and a Term Loan Note executed by the Borrower Borrower, payable to the Swingline each applicable Term Loan Lender to the extent that it has requested that it receive Notesa Term Loan Note, and, in each case, and complying with the terms of of, Section 2.12.(a2.11(a); (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent Guarantor and by each other Required Guarantorof the Subsidiary Guarantors identified in Schedule 1.1; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ Lovells LLP, counsel to the Borrower and the other Loan Parties Parties, addressed to the Administrative Agent and the Lenders and in form and substance acceptable reasonably satisfactory to the Administrative Agent; (viv) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust partnership or other comparable organizational instrument document (if any) of each Loan Party certified as of a recent date not earlier than fifteen (15) days prior to the Effective Date by the Secretary of State of the state of formation of such Loan PartyParty (except that, if any such document relating to any Subsidiary Guarantor delivered to Administrative Agent pursuant to the Existing Credit Agreement has not been modified or amended and remains in full force and effect, a certificate of the Secretary or Assistant Secretary (or other individual performing similar functions) of such Subsidiary Guarantor so stating may be delivered in lieu of delivery of a current certified copy of such document); (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party of the Borrower and the Parent Guarantor issued as of a recent date not earlier than fifteen (15) days prior to the Effective Date by the Secretary of State of the state of formation of each such Loan Party Person and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such a Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity (except that, if any such document delivered to Administrative Agent pursuant to the Existing Credit Agreement has not been modified or amended and remains in full force and effect, a certificate so stating may be delivered in lieu of delivery of another copy of such document) and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (ix) evidence of the insurance required under Section 8.5; (x) original stock certificates or other certificates evidencing a certificate of the certificated Equity Interests, as applicable, pledged pursuant to Borrower and the Security Documents, together with an undated stock power Parent Guarantor certifying that the Properties identified in Schedule 4.1 satisfy the requirements for each such certificate duly executed inclusion in blank by the registered owner thereofUnencumbered Pool under this Agreement; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate dated as of the Agreement Date and calculated on a pro forma basis for the Borrower’s fiscal quarter ending as of September 30, 2019; (xvxii) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvixiii) evidence that all indebtednessthe Fees (including, liabilities or obligations owing by to the Loan Parties extent then due, the “Fees” (under and as defined in the Existing Credit Agreement) and interest under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that Agreement accrued through the FeesEffective Date), if any, then due and payable under Section 3.5., together with with, to the extent a reasonably detailed invoice has been delivered to the Borrower prior to the date hereof, all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including including, without limitation, the reasonable and documented fees and expenses of counsel to the Administrative Agent, have been paid; (xviiii) copies of all Specified Derivatives Contracts documentation and other information regarding the Borrower requested in existence on connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Agreement DatePatriot Act, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; and (xixxv) such other documents, agreements documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;; and (b) In the good faith and reasonable judgment of the Administrative Agent: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in writing which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (diii) the Borrower, Borrower and the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any material agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;; and (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (fiv) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) if requested by any Lender pursuant to Section 2.11(a) at least three (3) days prior to the date hereof, Revolving Notes and Term Credit Notes executed by the Borrower, payable to each applicable Revolving Credit Lender that has requested that it receive Notes a Revolving Credit Note, and complying with the Swingline terms of, Section 2.11(a) and a Term Loan Note executed by the Borrower Borrower, payable to the Swingline each applicable Term Loan Lender to the extent that it has requested that it receive Notesa Term Loan Note, and, in each case, and complying with the terms of of, Section 2.12.(a2.11(a); (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent Guarantor and by each other Required Guarantorof the Subsidiary Guarantors identified in Schedule 1.1; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ Hogan Lovells LLP, counsel to the Borrower and the other Loan Parties Parties, addressed to the Administrative Agent and the Lenders and in form and substance acceptable reasonably satisfactory to the Administrative Agent; (viv) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust partnership or other comparable organizational instrument document (if any) of each Loan Party certified as of a recent date not earlier than fifteen (15) days prior to the Effective Date by the Secretary of State of the state of formation of such Loan PartyParty (except that, if any such document relating to any Subsidiary Guarantor delivered to Administrative Agent pursuant to the Existing Credit Agreement has not been modified or amended and remains in full force and effect, a certificate of the Secretary or Assistant Secretary (or other individual performing similar functions) of such Subsidiary Guarantor so stating may be delivered in lieu of delivery of a current certified copy of such document); (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party of the Borrower and the Parent Guarantor issued as of a recent date not earlier than fifteen (15) days prior to the Effective Date by the Secretary of State of the state of formation of each such Loan Party Person and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such a Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity (except that, if any such document delivered to Administrative Agent pursuant to the Existing Credit Agreement has not been modified or amended and remains in full force and effect, a certificate so stating may be delivered in lieu of delivery of another copy of such document) and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (ix) evidence of the insurance required under Section 8.5; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof[intentionally omitted]; (xi) evidence a Compliance Certificate dated as of propertythe Agreement Date and calculated as of March 31, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies2023; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvixiii) evidence that all indebtednessthe Fees (including, liabilities or obligations owing by to the Loan Parties extent then due, the “Fees” (under and as defined in the Existing Credit Agreement) and interest under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that Agreement accrued through the FeesEffective Date), if any, then due and payable under Section 3.5., together with with, to the extent a reasonably detailed invoice has been delivered to the Borrower prior to the date hereof, all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including including, without limitation, the reasonable and documented fees and expenses of counsel to the Administrative Agent, have been paid; (xviiii) copies all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; (xv) evidence of the payoff of the outstanding amount of all Specified Derivatives Contracts term loans provided under the Five-Year Term Loan Agreement (as defined in existence on the Agreement Date; andExisting Agreement); (xixxvi) a copy of a duly executed amendment to the Capital One Term Loan Agreement, consistent with the modifications contemplated hereby; (xvii) such other documents, agreements documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;; and (b) In the good faith and reasonable judgment of the Administrative Agent: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in writing which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (diii) the Borrower, Borrower and the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any material agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;; and (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (fiv) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender (excluding any Lender that has requested that it not receive Notes Notes) and complying with the terms of Section 2.12(a) and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the Guaranty executed by each Subsidiary Guarantor, of the Parent and each other Required GuarantorGuarantors initially to be a party thereto; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Parent, the Borrower and the other Loan Parties Parties, addressed to the Administrative Agent and the Lenders and covering the matters set forth in form and substance acceptable to the Administrative AgentExhibit L; (viv) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan PartyParty (or certification from the Secretary of the applicable Loan Party that there have been no changes thereto since the Original Closing Date); (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse EffectParty; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (ix) a Maximum Loan Availability Certificate calculated as of the Effective Date; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security DocumentsAppraisals of all Secured Pool Properties, together with an undated stock power for each such certificate duly executed in blank all other due diligence reasonably requested by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance)with respect to each Secured Pool Property, in each caseincluding, in form and substance reasonably acceptable to the Administrative Agent, and if extent requested by the Administrative Agent, copies of such insurance policiesthe items set forth on Schedule 6.1 hereto; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xivxi) a Compliance Certificate calculated on a pro forma basis for the BorrowerParent’s fiscal quarter ending September 30March 31, 20192015; (xvxii) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvixiii) evidence that all indebtednessaccrued and unpaid interest, liabilities or obligations fees and expenses then due and owing by the Loan Parties under the Existing Credit Facilities Agreement as of the Effective Date shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been releasedfull; (xviixiv) copies of all Specified Derivatives Contracts in existence on the Agreement Date; (xv) copies of the form of Tenant Lease to be used for each Property from the Effective Date until the Revolving Termination Date and each Tenant Lease entered into as of the Agreement Date with respect to such Property; (xvi) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent Agent, the Arrangers and any of the LendersLenders pursuant to the Fee Letters or pursuant to the terms of this Agreement, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviiixvii) copies insurance certificates, or other evidence, providing that the insurance coverage required under Section 8.5 (including, without limitation, both property and liability insurance) is in full force and effect and stating that the coverage shall not be cancelable or materially changed without ten (10) days prior written notice to the Administrative Agent of all any cancellation for nonpayment of premiums, and not less than thirty (30) days prior written notice to the Administrative Agent of any other cancellation or any modification (including a reduction in coverage), together with appropriate evidence that the Administrative Agent, for its benefit and the benefit of the Lenders, the Issuing Banks, and the Specified Derivatives Contracts in existence Providers is named as a mortgagee lender’s loss payee and additional insured, as appropriate, on all insurance policies that the Agreement DateBorrower, any Loan Party or any other Subsidiary actually maintains with respect to any Property and improvements on such Property; and (xixxviii) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower Parent and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower Parent or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the Parent, the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot Act; and (gf) each there shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective DateDocuments.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent:: ​ (a) The Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent:: ​ ‌ ​ LEGAL02/42113124v8 ​ (i) counterparts Counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender (other than a Lender that has requested that it not to receive Notes a Revolving Note) and complying with the applicable provisions of Section 2.11., and the Swingline Note Notes executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a);Borrower; ​ (iii) the The Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantor;Subsidiary to which either of the conditions set forth in Section 7.12.(a) applies as of the Effective Date; ​ (iv) (i) the Pledge Agreement, executed by each A Disbursement Instruction Agreement effective as of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto;Agreement Date; ​ (v) an opinion letter Customary opinions of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties Parties, addressed to the Administrative Agent and and, the Lenders in form and substance acceptable to the Administrative AgentLenders; (vi) the certificate or The articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State (or comparable official) of the state of formation of such Loan Party;; ​ (vii) a A certificate of good standing (or certificate of similar meaning) meaning with respect to each Loan Party issued as of a recent date by the Secretary of State (or comparable official) of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (or comparable official and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viii) a A certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf the officers of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline BorrowingBorrowings, requests for Letters Notices of Credit, Continuation and Notices of Conversion and Notices to request the issuance of ContinuationLetters of Credit; (ix) copies Copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (Ax) the by-laws of such Loan Party, if a corporation, the operating agreementagreement of such Loan Party, if a limited liability company, the partnership agreementagreement of such Loan Party, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (By) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party;; ​ (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if If requested by the Administrative Agent, copies certificates of insurance evidencing the existence of all insurance required to be maintained by Loan Parties pursuant to the Agreement, and the Administrative Agent shall be reasonably satisfied with the type and extent of such insurance policiescoverage; (xiixi) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that the Fees, if any, The Fees then due and payable under Section 3.53.6., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel other Fees payable to the Administrative Agent, have been paidthe Titled Agents and the Lenders on or prior to the Effective Date; ​ ‌ ​ LEGAL02/42113124v8 ​ (xii) A Compliance Certificate calculated as of June 30, 2022 (giving pro forma effect to the financing contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Effective Date); (xviiixiii) copies The documentation and other information requested by the Administrative Agent in order to comply with requirements of all Specified Derivatives Contracts any Anti-Corruption Laws and Anti-Money Laundering Laws, including, without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations, at least five (5) Business Days prior to the Effective Date; (xiv) A Beneficial Ownership Certification in existence on relation to each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Agreement Beneficial Ownership Regulation at least five (5) Business Days prior to the Effective Date; and (xixxv) such Such other documents, agreements and instruments as the Administrative Agent, or any Lender through Agent on behalf of the Administrative Agent, Lenders may reasonably request;. (b) there In the good faith judgment of the Administrative Agent and the Lenders: ​ (i) There shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its the other Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i1) result in a Material Adverse Effect or (ii2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, affect the ability of the Parent, the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;; and ​ (diii) the BorrowerThe Parent, the other Loan Parties Borrower and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i1) any Applicable Law or (ii2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Parent, the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.. ​

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Bid Rate Notes executed by the Borrower, payable to each applicable all Lenders (other than any Lender that has requested that it not receive Notes a Note) or any Designated Lender, if applicable, and complying with the terms of Section 2.12.; and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the Guaranty executed by each Subsidiary Guarantor, of the Parent and each other Required GuarantorGuarantors initially to be a party thereto; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (vA) an opinion letter of Winston ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties Guarantors, addressed to the Administrative Agent and the Lenders and covering the matters set forth in form and substance acceptable Exhibit N-1, (B) an opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel to the Borrower, addressed to the Administrative AgentAgent and the Lenders and covering the matters set forth in Exhibit N-2, and (C) an opinion of the Borrower’s general counsel addressed to the Administrative Agent and the Lenders and covering the matters set forth in Exhibit N-3; (viv) copies of the certificate or articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan PartyPerson; (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse EffectPerson; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party Person authorized to execute and deliver the Loan Documents to which such Loan Party Person is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary of each Loan Party (or other individual performing similar functions) of each Loan Party of (Ai) the by-laws of such Loan PartyPerson, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (Bii) all corporate, partnership, member or other necessary action taken by such Loan Party Person to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (xix) original stock certificates or other certificates evidencing the certificated Equity Interestsan Unencumbered Asset Certificate calculated as of September 30, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof2010; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xivx) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 20192010; (xvxi) a Disbursement Instruction Agreement Closing Certificate substantially in form of Exhibit R, executed on behalf of the Borrower by an authorized officer of the Borrower; (xii) a Transfer Authorizer Designation Form effective as of the Agreement Date; (xvixiii) evidence that all indebtedness, liabilities or obligations owing by satisfactory to the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence Administrative Agent that the Fees, if any, then due and payable under Section 3.53.6., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviiixiv) copies evidence satisfactory to the Administrative Agent that upon funding of all Specified Derivatives Contracts in existence the Loans requested on the Agreement DateEffective Date all amounts owing under the Existing Credit Agreement, including without limitation all principal, interest and fees, will be repaid in full; and (xixxv) such other documents, agreements documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;; and (b) there In the good faith judgment of the Administrative Agent: (i) There shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which is reasonably likely to be adversely determined, and, if adversely determined, could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (diii) the Borrower, The Borrower and the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could which, or the failure to make, give or receive which, would not reasonably be likely to (A1) have a Material Adverse Effect, or (B2) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (fiv) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antithe USA Patriot Act (Title III of Pub. L. 107-Money Laundering Laws56 (signed into law October 26, including without limitation, the Patriot Act2001)); and (gv) each There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective DateDocuments.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, hereunder is subject to the satisfaction or waiver of the following conditions precedent: (aa ) The Administrative Managing Agent shall have received each of the following, in form and substance satisfactory to the Administrative AgentLenders: (i) counterparts Counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the each Borrower, payable to each applicable Lender that has requested that it receive Notes and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a2.8(a); (iii) the Guaranty executed by each Subsidiary GuarantorAn opinion of Suth▇▇▇▇▇▇, the Parent and each other Required Guarantor; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP& ▇ren▇▇▇ ▇▇▇, counsel to the Borrower and the other Loan Parties Borrower, addressed to the Administrative Managing Agent and the Lenders Lenders, in substantially the form and substance acceptable to the Administrative Agentof Exhibit G; (viiv) the certificate or articles The Articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) Incorporation of each Loan Party Borrower certified as of a recent date by the Secretary of State of the state State of formation of such Loan PartyMaryland; (viiv) a certificate of A good standing (or certificate of similar meaning) with respect to each Loan Party Borrower issued as of a recent date by the Secretary of State of the state State of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse EffectMaryland; (viiivi) a A certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party Borrower with respect to each of the officers of such Loan Party Borrower authorized to execute and deliver the Loan Documents to which such Loan Party Borrower is a party, party and in the case officers of the Borrower, such Borrower then authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion Continuation and Notices of ContinuationConversion; (ixvii) copies Copies (certified by the Secretary or Assistant Secretary (or other individual performing similar functionsof such Borrower) of each Loan Party of (A) the by-laws bylaws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case Borrower and of any other form of legal entity and (B) all corporate, partnership, member or other necessary corporate action taken by such Loan Party Borrower to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (viii) The articles of incorporation, articles of organization, certificate of limited partnership or other comparable organizational instrument of each of SBIC and SSBIC certified as of a recent date by the Secretary of State of the State of formation of such Subsidiary; (ix) A certificate of good standing or certificate of similar meaning with respect to each of SBIC and SSBIC issued as of a recent date by the Secretary of State of the State of formation of each such Subsidiary; (x) original stock certificates Copies certified by the Secretary or Assistant Secretary of each of SBIC and SSBIC (or other certificates evidencing individual performing similar functions) of the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for by-laws of each such certificate duly executed in blank by the registered owner thereofof SBIC and SSBIC; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year A copy of each policy of the documents, instruments and agreements evidencing any of the Indebtedness described on Schedule 6.1(g) (with appropriate endorsements naming other than the Administrative Agent Indebtedness to Rigg▇ ▇▇▇k N. A.) and a copy of each Material Contract, certified as lender’s loss payee on all policies for property hazard insurance true, correct and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested complete by the Administrative Agent, copies chief financial officer of such insurance policiesthe Company; (xii) any other documents reasonably requested thereby or as Evidence that all insurance required to be maintained by the Company and the Subsidiaries under the terms of the Security Loan Documents is in effect, or a certificate of an officer of the Company to perfect or evidence its security interest in the Collateralsuch effect; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and The Fees then due under Section 6.2 have been satisfied3.6; (xiv) a Compliance Certificate calculated on a pro forma basis for Evidence that the Borrower’s fiscal quarter ending September 30merger described in the Proxy has been completed as described in the Proxy without any change from the description thereof contained in the Proxy, 2019unless such change is consented to by the Lenders; (xv) Subordination agreements with respect to any intercompany Indebtedness of a Disbursement Instruction Agreement effective as of the Agreement DateBorrower or a Guarantor permitted by Section 9.2(a)(4); (xvi) evidence that all indebtednessA pro-forma Compliance Certificate and a pro-forma Borrowing Base Certificate of each Borrower, liabilities or obligations owing by each calculated as of the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtednessfiscal quarter ending December 31, liabilities or other obligations have been released;1997; and (xvii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xix) such Such other documents, agreements and instruments as the Administrative Agent, or any Lender through Managing Agent on behalf of the Administrative Agent, Lenders may reasonably request; (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i) any Applicable Law or (ii) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The effectiveness of this Agreement and the obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties heretohereto (which, subject to Section 12.14, may include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page); (ii) Revolving Notes and Term Notes (except for any Lender who has requested not to receive a promissory note), executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms applicable provisions of Section 2.12.(a)2.11; (iii) the Facility Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required GuarantorPerson that the Borrower elects to make a Guarantor on the Effective Date; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties Parties, addressed to the Administrative Agent and the Lenders in form and substance acceptable reasonably satisfactory to the Administrative Agent; (viv) the certificate or articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust partnership or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party, or, in the case of the Parent only, certified by the Secretary or Assistant Secretary of the Parent; (viivi) a certificate of good standing (or certificate of similar meaning) meaning with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party or its constituent partners or members authorized to execute and deliver the Loan Documents to which such Loan Party is a partyparty and, and in the case of the Borrower, authorized to execute and deliver on behalf the officers of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Continuation and Notices of Conversion and Notices to request the issuance of ContinuationLetters of Credit; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (Ai) the by-laws of such Loan Party, if a corporation, the operating agreementagreement of such Loan Party, if a limited liability company, the partnership agreementagreement of such Loan Party, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (Bii) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiiiix) a certificate signed by from a Responsible Officer of the Parent and the Borrower certifying to the effect that (x) all representations and warranties of the conditions specified Loan Parties contained in Sections 6.1.(b) through the Loan Documents are true, correct and complete in all material respects (eor, in the case of any such representation already qualified by materiality, in all respects) and Section 6.2 have been satisfied(y) immediately after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default shall exist; (xivx) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that the Fees, if any, Fees then due and payable under Section 3.5.3.6, together with all and any other fees, expenses and reimbursement amounts due and Fees payable to the Administrative Agent Agent, the Titled Agents and any the Lenders on or prior to the Effective Date; (xi) a Compliance Certificate calculated as of September 30, 2024 (giving pro forma effect to the financing contemplated by this Agreement and the use of the Lendersproceeds of the Loans to be funded on the Effective Date); (xii) (A) all documentation and other information about the Loan Parties as shall have been reasonably requested by the Agent or any Lender that it shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the fees Patriot Act and expenses of counsel (B) to the Administrative Agentextent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have been paid; received such Beneficial Ownership Certification (xviiiprovided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (B) copies of all Specified Derivatives Contracts in existence on the Agreement Dateshall be deemed to be satisfied); and (xixxiii) such other documents, agreements and instruments as the Administrative Agent, or any Lender through Agent on behalf of the Administrative Agent, Lenders may reasonably request;; and (b) there In the good faith judgment of the Agent and the Lenders: (i) There shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and Parent or its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date since December 31, 2023 that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i1) result in a Material Adverse Effect or (ii2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, affect the ability of the Parent, the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (diii) the BorrowerThe Parent, the other Loan Parties Borrower and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i1) any Applicable Law or (ii2) any agreement, document or instrument to which the Parent, the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Parent, the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (giv) each There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective DateDocuments.

Initial Conditions Precedent. 5.1.1 The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is Agency's obligations under this Agreement are subject to the satisfaction or waiver condition precedent that it has confirmed to the Provider that it has received all of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative AgentAgency: (ia) counterparts a certified copy of this Agreement executed by each a resolution of the parties hereto; (ii) Revolving Notes board of the Provider: i approving the terms of, and Term Notes executed by the Borrowertransactions contemplated by, payable to each applicable Lender that has requested the relevant Finance Documents and resolving that it receive Notes and executes the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a); (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantor; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (vi) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vii) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan relevant Finance Documents to which it is a party; (x) original stock certificates ; ii authorising its Senior Officer or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant specified person or persons to the Security Documents, together with an undated stock power for execute each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption relevant Finance Document and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee to which it is a party on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable its behalf; iii authorising its seal to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security be affixed to those relevant Finance Documents to perfect or evidence be executed by it under seal; and iv authorising its security interest in the Collateral; (xiii) a certificate signed by a Responsible Senior Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that the Feesspecified person or persons, if anyon its behalf, then due to sign and/or despatch all documents and payable under Section 3.5.notices to be signed and/or despatched by it under, together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitationor in connection with, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xix) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan relevant Finance Documents to which it is a party; v certifying that the Provider will have sufficient funding (whether from its own resources or otherwise) to meet each Milestone Date in accordance with the Scheme Budget and Scheme Details; (b) a copy of the Scheme Budget and the Bid; (c) counterparts of each Finance Document (other than this Agreement) executed by the Provider; (d) a Certificate of Title in a form acceptable to the Borrower, Agency in respect of the other Loan Parties ownership of the Charged Property and the Provider's estate or interest in it (being either the freehold estate or a lease for a term of 99 years or more on terms acceptable to the Agency) issued to the Agency by a firm of solicitors certifying among other Subsidiaries shall have received all approvalsthings that: (a) the Charged Property is free from any conditions, consents and waiversrestrictions, and shall have made covenants or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i) any Applicable Law or (ii) any agreement, document or instrument to which any Loan Party is a third party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a partyinterests; (e) a letter of undertaking relating to the offering title and other deeds to the Charged Property and the registration of the Equity Interests Finance Documents duly signed by a firm of solicitors in favour of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative AgentAgency; (f) evidence that all Consents and all other Authorisations the Borrower and Agency considers necessary have been obtained to ensure that each other Loan Party shall have provided all information requested Milestone is met by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; andrelevant Milestone Date; (g) each Loan Party the Agency has received a copy of the Initial Valuation in form and substance satisfactory to it and (h) [any other scheme specific or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Dateproperty specific conditions].

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of make the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, Loans hereunder is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the BorrowerBorrowers, payable to each applicable Lender that has requested that it receive Notes and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms applicable provisions of Section 2.12.(a)2.8.; (iii) the Parent Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantor; (iv) (i) the Negative Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, Agreements executed by the parties theretoBorrowers, together with UCC financing statements naming the Borrowers as “debtor,” the Agent as “secured party” to be filed in such jurisdictions as the Agent may deem appropriate in connection with the Negative Pledge Agreement; (v) an opinion letter one or more opinions of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties Parties, addressed to the Administrative Agent and the Lenders Lenders, collectively addressing the matters set forth in form and substance acceptable to the Administrative AgentExhibit I; (vi) the certificate or articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust partnership or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vii) a certificate of good standing (or certificate of similar meaning) meaning with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party Party, in case of the Borrowers, and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each the Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effectthe State of California; (viii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the BorrowerBorrowers, authorized to execute and deliver on behalf the officers of the Borrower Representative then authorized to deliver Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion Continuation and Notices of ContinuationConversion; (ix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (Ai) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (Bii) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing a copy of the certificated Equity InterestsPurchase Agreements and the Bosa Contract, as applicablecertified and true, pledged pursuant to correct and complete by a senior officer of the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereofBorrower Representative; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested Bosa Collateral Assignment executed by the Administrative Agent, copies of such insurance policiesBorrowers; (xii) UCC, tax, judgment and lien search reports with respect to the Borrowers in all necessary or appropriate jurisdictions and under all legal and appropriate trade names indicating that there are no Liens of record on the Acquisition Property, the Bosa Contract or any other documents reasonably requested thereby or as required by the terms of the Security Documents other assets of the Borrowers other than Permitted Liens or Liens to perfect or evidence its security interest in be terminated prior to the CollateralBorrower’s acquisition of the Acquisition Property; (xiii) a certificate signed by a Responsible Officer copy of the Borrower certifying that title pro forma pursuant to which ALTA Owner’s Policies of Title Insurance relating to the Acquisition Property will be issued showing fee simple title being vested (subject to satisfaction of conditions specified acceptable to the Agent) in Sections 6.1.(b) through (e) the Borrowers and Section 6.2 have been satisfiedall matters of record; (xiv) a Compliance Certificate calculated on a copies of all documents of record reflected in Schedule B of such pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019formas; (xv) a Disbursement Instruction Agreement effective as current survey of the Agreement DateAcquisition Property certified by a surveyor licensed in the jurisdiction where the Acquisition Property is located to have been prepared in accordance with the then effective Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, and if not adequately covered by the survey certification, evidence that the Acquisition Property is not located in a Special Flood Hazard Area as defined by the Federal Insurance Administration; (xvi) evidence that all indebtednessa “Phase I” environmental assessment of the Acquisition Property not more than 12 months old prepared by an environmental engineering firm acceptable to the Agent, liabilities upon which the Agent and the Lenders are entitled to rely, and any additional environmental studies or obligations owing by assessments available to a Borrower performed with respect to the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been releasedAcquisition Property; (xvii) evidence that an escrow instructions closing letter among the FeesAgent, if any, the Borrowers and the title insurance company regarding the consummation of the transactions contemplated by the Purchase Agreements; (xviii) the Fees then due and payable under Section 3.53.6., together with all and any other fees, expenses and reimbursement amounts due and Fees payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel Lenders on or prior to the Administrative Agent, have been paidEffective Date; (xviiixix) copies a copy of all Specified Derivatives Contracts the fully-executed limited waiver letter relating to the OP Credit Agreement entered into in existence on the Agreement Dateconnection with this Agreement; and (xixxx) such other documents, agreements and instruments as the Administrative Agent, or any Lender through Agent on behalf of the Administrative Agent, Lenders may reasonably request;; and (b) there In the good faith judgment of the Agent and the Lenders: (i) There shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries Borrowers or the Guarantors delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i1) result in a Material Adverse Effect or (ii2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (diii) the Borrower, the other The Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i1) any Applicable Law or (ii2) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (giv) each There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective DateDocuments.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) if requested by any Lender pursuant to Section 2.11.(a) at least three (3) days prior to the date hereof, Revolving Notes and Term Credit Notes executed by the Borrower, payable to each applicable Revolving Credit Lender that has requested that it receive Notes a Revolving Credit Note, and complying with the Swingline terms of, Section 2.11.(a) and a Term Loan Note executed by the Borrower Borrower, payable to the Swingline each applicable Term Loan Lender to the extent that it has requested that it receive Notesa Term Loan Note, and, in each case, and complying with the terms of of, Section 2.12.(a2.11.(a); (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent Guarantor and by each other Required Guarantorof the Subsidiary Guarantors identified in Schedule 1.1.; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ Lovells LLP, counsel to the Borrower and the other Loan Parties Parties, addressed to the Administrative Agent and the Lenders and in form and substance acceptable reasonably satisfactory to the Administrative Agent; (viv) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust partnership or other comparable organizational instrument document (if any) of each Loan Party certified as of a recent date not earlier than fifteen (15) days prior to the Effective Date by the Secretary of State of the state of formation of such Loan PartyParty (except that, if any such document relating to any Subsidiary Guarantor delivered to Administrative Agent pursuant to the Original Credit Agreement or the Original Term Loan Agreement has not been modified or amended and remains in full force and effect, a certificate of the Secretary or Assistant Secretary (or other individual performing similar functions) of such Subsidiary Guarantor so stating may be delivered in lieu of delivery of a current certified copy of such document); (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date not earlier than fifteen (15) days prior to the Effective Date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity (except that, if any such document delivered to Administrative Agent pursuant to the Original Credit Agreement or the Original Term Loan Agreement has not been modified or amended and remains in full force and effect, a certificate so stating may be delivered in lieu of delivery of another copy of such document) and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (ix) evidence of the insurance required under Section 8.5.; (x) original stock certificates or other certificates evidencing a certificate of the certificated Equity Interests, as applicable, pledged pursuant to Borrower and the Security Documents, together with an undated stock power Parent Guarantor certifying that the Properties identified in Schedule 4.1 satisfy the requirements for each such certificate duly executed inclusion in blank by the registered owner thereofUnencumbered Pool under this Agreement; (xi) evidence a Compliance Certificate calculated as of propertyDecember 31, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies2015; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xviixiii) evidence that the Fees (including, to the extent then due, (A) the “Fees” (under and as defined in the Original Credit Agreement) and interest under the Original Credit Agreement accrued through the Effective Date and (B) the “Fees” (under and as defined in the Original Term Loan Agreement) and interest under the Original Term Loan Agreement accrued through the Effective Date), if any, then due and payable under Section 3.5., together with with, to the extent a reasonably detailed invoice has been delivered to the Borrower prior to the date hereof, all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including including, without limitation, the reasonable and documented fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xixxiv) such other documents, agreements documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;; and (b) In the good faith and reasonable judgment of the Administrative Agent: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in writing which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (diii) the Borrower, Borrower and the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any material agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;; and (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (fiv) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes and complying with the terms of Section 2.11. and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the Guaranty executed by each Subsidiary Guarantorthe Parent, and any other Person that would be required under Section 8.14. to become a party to the Parent and each other Required GuarantorGuaranty as of the Effective Date; (iv) (i) an opinion of counsel to the Pledge AgreementParent, executed the Borrower and, unless otherwise agreed by the Agent with respect to a given Guarantor, each of the Parentother Guarantors that owns any Unencumbered Pool Property, General Partner, Borrower addressed to the Agent and each Subsidiary Guarantor party thereto from time to time the Lenders and (ii) each other Security Document, executed by covering the parties theretomatters set forth in Exhibit J; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (vi) the certificate or articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Parent, the Borrower and each Loan Party of the other Guarantors that owns any Unencumbered Pool Property certified as of a recent date by the Secretary of State of the state of formation of such Loan PartyPerson; (viivi) a certificate of good standing (or certificate of similar meaning) with respect to the Parent, the Borrower and each Loan Party of the other Guarantors that owns any Unencumbered Pool Property issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party Person and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party Person is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effectqualified; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party Person authorized to execute and deliver the Loan Documents to which such Loan Party Person is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (Ax) the by-laws of such Loan PartyPerson, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and entity, (By) all corporate, partnership, member or other necessary action taken by such Loan Party Person to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and (z) in the case of any Guarantor other than the Parent and any Guarantor that owns an Unencumbered Pool Property, the certificate or articles of incorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of such Person; (ix) a Unencumbered Pool Certificate calculated as of the Effective Date; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s Parent's fiscal quarter ending ended September 30, 20192001; (xi) pro forma calculations, together with detailed assumptions, establishing that the Parent, and when appropriate its consolidated Subsidiaries, will be in compliance with the covenants contained in Section 10.1. at the end of each of the next eight fiscal quarters; (xii) a copy of the Existing Credit Agreement, including all amendments thereto; (xiii) the Fleet Assignment Agreement executed and delivered by the parties thereto; (xiv) the copies (or originals if available) of each outstanding Note (as defined in the Existing Credit Agreement) held by any Lender (as defined in the Existing Credit Agreement) that is not also a Lender under this Agreement (and in the case of originals, duly endorsed to the order of ▇▇▇▇▇ Fargo); (xv) a Disbursement Instruction Agreement effective as copies of each of the Agreement DateNew York Collateral Documents, including all amendments thereto, showing all recording information thereon certified as true, correct and complete by an authorized officer of the Parent; (xvi) evidence that all indebtedness, liabilities or obligations owing assignments of each of the New York Collateral Documents executed by the Loan Parties under Existing Agent, such assignments relating to the Existing Credit Facilities shall have been paid applicable Mortgages to be substantially in full and all Liens securing such indebtedness, liabilities or other obligations have been releasedthe form of Exhibit L (each a "Mortgage Assignment"); (xvii) evidence that modifications to each of the FeesNew York Collateral Documents executed by the applicable Loan Parties, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable such modifications relating to the Administrative Agent and any applicable Mortgages to be substantially in the form of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paidExhibit M (each a "Mortgage Modification"); (xviii) all documents necessary in the sole discretion of the Agent to release any Liens created in connection with, or otherwise securing any obligations of any Loan Party owing in connection with, the Existing Credit Agreement, other than the New York Collateral Documents; (xix) copies of all Specified Derivatives Contracts in existence each environmental assessments reports on the Properties subject to the New York Collateral Documents available to the Borrower, together with reliance letters from the environmental engineering firms performing such assessments addressed to the Agent and the Lenders; (xx) an Environmental Indemnity Agreement Dateexecuted by the Borrower and the Parent with respect to each Property subject to a New York Collateral Document, such agreement to be substantially in the form of Exhibit N (each an "Environmental Indemnity Agreement"); and (xixxxi) such other documents, agreements documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;. (b) there In the good faith judgment of the Agent: (i) There shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower Parent and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;; and (diii) the Borrower, The Borrower and the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation -34- of (iA) any Applicable Law or (iiB) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could which, or the failure to make, give or receive which, would not reasonably be likely to (A1) have a Material Adverse Effect, or (B2) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower and the Florida Borrower, payable to each Lender and complying with the applicable Lender that has requested that it receive Notes provisions of Section 2.10., and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the Guaranty executed by Holdings, each Subsidiary Guarantor, that owns or leases a Collateral Property as of the Parent Effective Date and each Material Subsidiary (other Required Guarantorthan any Exempt Subsidiary) as of the Effective Date; (iv) (i) an opinion or opinions of counsel to the Pledge AgreementLoan Parties, executed by each of addressed to the ParentAgent and the Lenders, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by addressing the parties theretomatters set forth in Exhibit H; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent; (vi) the certificate or articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust partnership or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (viivi) a certificate of good standing (or certificate of similar meaning) meaning with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf the officers of the Borrower then authorized to deliver Notices of Borrowing, Notices of Swingline BorrowingBorrowings, requests for Letters Notices of Credit, Continuation and Notices of Conversion and Notices to request the issuance of ContinuationLetters of Credit; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (Ai) the by-laws of such Loan Party, if a corporation, the operating agreementagreement of such Loan Party, if a limited liability company, the partnership agreementagreement of such Loan Party, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (Bii) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiiiix) a certificate signed by from a Responsible Officer of the Borrower certifying to the effect that (x) all representations and warranties of the conditions specified Loan Parties contained in Sections 6.1.(bthe Loan Documents are true, correct and complete in all material respects and (y) through (e) and Section 6.2 have been satisfiedimmediately after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default shall exist; (xivx) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as evidence of the Agreement Date; (xvi) evidence that payment of all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that the Fees, if any, Fees then due and payable under Section 3.53.6., together with all and any other fees, expenses and reimbursement amounts due and Fees payable to the Administrative Agent and any of the Lenders, including without limitationAgent, the fees Titled Agents and expenses of counsel the Lenders on or prior to the Administrative Agent, have been paidEffective Date; (xviiixi) copies a Borrowing Base Certificate calculated as of the Effective Date; (xii) a Compliance Certificate calculated as of June 30, 2006 (giving pro forma effect to the financing contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Effective Date); (xiii) letters from the administrative agent under each Existing Credit Agreement providing information regarding the payment in full of amounts outstanding under such Existing Credit Agreement and providing for the termination thereof and the release of all Specified Derivatives Contracts in existence on the Agreement Date; andLiens securing any obligations owing thereunder; (xixxiv) all of the items required to be delivered under Sections 4.1. and 4.2. with respect to each Property identified on Schedule 4.1.; (xv) such other documents, agreements and instruments as the Administrative Agent, or any Lender through Agent on behalf of the Administrative Agent, Lenders may reasonably request;; and (b) there In the good faith judgment of the Agent and the Lenders: (i) There shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning Holdings, the Borrower Borrower, the other Loan Parties and its the other Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to to (i1) result in a Material Adverse Effect or (ii2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (diii) Holdings, the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i1) any Applicable Law or (ii2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (giv) each There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Party Documents. (c) When all of the conditions contained in the immediately preceding subsections (a) and (b) have been satisfied or Subsidiary thereof that qualifies as a “legal entity customer” under waived in accordance with the Beneficial Ownership Regulation terms hereof, the Agent shall have delivered to promptly notify the Administrative Agent, Borrower and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective DateLenders thereof.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, hereunder is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative AgentLenders: (i) counterparts Counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(aSECTIONS 2.11(a) and 2.11(b); (iii) Copies (certified by the Guaranty executed by each Subsidiary Guarantor, Secretary or Assistant Secretary of Borrower) of the Parent Articles of Incorporation and each other Required Guarantor;Bylaws of Borrower; ALLIED AMENDED AND RESTATED CREDIT AGREEMENT (iv) (i) the Pledge AgreementAn opinion of Suth▇▇▇▇▇▇, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP& ▇ren▇▇▇ ▇▇▇, counsel to the Borrower and the other Loan Parties Borrower, addressed to the Administrative Agent and the Lenders Lenders, in substantially the form and substance acceptable to the Administrative Agentof EXHIBIT F; (viv) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vii) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viii) a A certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party Borrower with respect to each of the officers of such Loan Party Borrower authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case officers of the Borrower, Borrower then authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of CreditLC Requests, Notices of Conversion Continuation, and Notices of ContinuationConversion; (ixvi) copies Copies (certified by the Secretary or Assistant Secretary (or other individual performing similar functionsof Borrower) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary corporate action taken by such Loan Party Borrower to authorize the execution, delivery delivery, and performance of the Loan Documents to which it is Documents; (vii) A copy of each of the documents, instruments, and agreements evidencing any of the Indebtedness described on SCHEDULE 6.1(g) and a partycopy of each Material Contract described on SCHEDULE 6.1(h), certified as true, correct, and complete by the chief financial officer of Borrower; (viii) The Fees then due under SECTION 3.8; (ix) A Compliance Certificate calculated as of March 31, 2000; (x) original stock certificates or other certificates evidencing Payment by Borrower of all outstanding Indebtedness owed to any Non-Continuing Lender under the certificated Equity Interests, as applicable, pledged pursuant to the Security DocumentsExisting Agreement, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, a payoff letter in form and substance reasonably acceptable to the Administrative Agent, . (xi) Repayment of all accrued and if requested by unpaid interest under the Administrative Agent, copies Existing Agreement and repayment of such insurance policies;all unpaid fees and other amounts payable under the Existing Agreement. (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xix) such Such other documents, agreements and instruments as Administrative Agent on behalf of the Administrative Agent, or any Lender through the Administrative Agent, Lenders may reasonably request;. (b) there In the good faith judgment of Administrative Agent and the Lenders: (i) There shall not have occurred or become known to the Administrative Agent or any of the Lenders Lenders, from and including December 31, 1999, any event, condition, situation situation, or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no No litigation, action, suit, investigation investigation, or other arbitral, administrative administrative, or judicial proceeding shall be pending or threatened which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;Documents; ALLIED AMENDED AND RESTATED CREDIT AGREEMENT (diii) the Borrower, the other Loan Parties Borrower and the other its Subsidiaries shall have received all approvals, consents consents, and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with with, or violation of (iA) any Applicable Law or (iiB) any agreement, document document, or instrument to which Borrower or any Loan Party Subsidiary is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making making, or giving of which could would not reasonably be likely to (A1) have a Material Adverse Effect, or (B2) restrain or enjoin or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot ActDocuments; and (giv) each There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective DateDocuments.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) : The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a); (iii) the Guaranty executed by each Subsidiary Guarantor, of the Parent and each other Required GuarantorGuarantors initially to be a party thereto; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto;Membership Interest (v) Pocket Mortgage (vi) Assignment of Mortgage Note, if any (vii) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties Parties, addressed to the Administrative Agent and the Lenders and covering the matters set forth in form and substance acceptable to the Administrative AgentExhibit G; (viviii) Title, survey, and leases for each Borrowing Base Property (as ordered by the Borrower) (ix) property inspections, appraisals and environmental assessments and reports for each of the Borrowing Base Properties (as ordered by the Lender). (x) Certificate of the Borrower certifying that it has not received a condemnation notice and to its knowledge there is not threatened condemnation on any of the Borrowing Base Properties. (xi) Environmental Indemnity Agreement (xii) Insurance for each Borrowing Base Property (including but not limited to hazard, liability, rent loss and flood insurance (if applicable)) as specifically described on Exhibit H attached hereto; (xiii) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (viixiv) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viiixv) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixxvi) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xivxvii) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 20192010; (xvxviii) a Disbursement Instruction Agreement Transfer Authorizer Designation Form effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xviixix) evidence that the Fees, if any, Fees then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the reasonable fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xix) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (b) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i) any Applicable Law or (ii) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. (a) The effectiveness of the amendment and restatement of the Existing Credit Agreement contemplated hereby, as well as the obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is are subject to the satisfaction or waiver of the following conditions precedent:precedent and to the conditions precedent set forth in section 5.1. (ab) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts a counterpart of this Agreement executed by the Borrower and each of the parties heretoLenders; (ii) the Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes of the Lenders and complying with the terms of Section 2.9., and the Swingline Note executed by the Borrower Borrower, payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Lender; (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantor; (iv) (i) the Pledge Agreement, Agreement executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time other Loan Party owning any equity interest in any other Loan Party. In addition, the Agent shall have received each of the following: (i) all certificates representing all (or in the case of any Foreign Subsidiary, 65%) of the issued and outstanding capital stock or other equity interests of each of such other Loan Parties and (ii) each other Security Document, executed by the parties theretostock powers duly endorsed in blank relating to all such certificates; (v) an opinion letter the Assignment of Winston & ▇▇▇▇▇▇ LLPAcquisition Documents executed by each of the Borrower and the other Loan Parties; (vi) Trademark Security Agreements executed by each of Serologicals Royalty Company, counsel to Biovest, Inc., Serocor Incorporated and Intergen Discovery Products, LLC; (vii) Patent Security Agreements executed by each of Serologicals Royalty Company, Biovest, Inc., Serocor Incorporated and Intergen Discovery Products, LLC; (viii) the Security Agreement executed by each of the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent(excluding Foreign Subsidiaries); (viix) favorable UCC, tax and lien search reports with respect to each Loan Party in all necessary or appropriate jurisdictions and under all legal and appropriate trade names indicating that there are no prior Liens on any of the Collateral of such Specified Loan Parties other than Permitted Liens or Liens to be terminated prior to the Closing Date; (x) an opinion of King & Spalding, counsel to the Loan Parties, substantially in the form of Exhibit O; (xi) the certificate or articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust partnership or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of the state jurisdiction of formation of such Loan Party; (viixii) a certificate of good standing (or other certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State (or comparable Governmental Authority) of the state jurisdiction of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which each such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effectqualified; (viiixiii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Conversion, Notices of Continuation, Notices of Swingline Borrowing, Borrowing and requests for the issuance of Letters of Credit, Notices of Conversion and Notices of Continuation; (ixxiv) copies certified by the Secretary or Assistant Secretary of each Loan Party (or other individual performing similar functions) of each Loan Party of (Ai) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity entity, and (Bii) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiiixv) a certificate signed executed by a Responsible Officer the chief executive officer or chief financial officer of the Borrower, stating that: (i) on such date, and after giving effect to the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties made or deemed made by the Borrower certifying that or any other Loan Party in the conditions specified Credit Documents are true and correct in Sections 6.1.(b) through (e) all material respects on and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of such date with the Agreement Datesame effect as though made on and as of such date; (xvi) evidence that certificates of insurance evidencing the existence of all indebtednessinsurance required to be maintained by each Loan Party pursuant to the Credit Documents, liabilities or obligations owing together with loss payable clauses as required by the Loan Parties under the Existing such Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been releasedDocuments; (xvii) evidence that the Fees, if any, then due and payable under Section 3.53.6., together with and evidence that all other fees, expenses accrued and reimbursement amounts due unpaid interest and payable to fees owing under the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, Existing Credit Agreement have been paid; (xviii) copies audited consolidated balance sheets and statements of all Specified Derivatives Contracts in existence on operations and cash flows of the Agreement Date; andBorrower and its Consolidated Subsidiaries for the fiscal years ended December 31, 2000 and December 31, 2001 (collectively, the "Historical Financial Statements"); (xix) a Security Deed encumbering the Kankakee Property, the form of such other documentsSecurity Deed to be modified as appropriate to conform to the Applicable Laws of the jurisdiction in which such property is located, agreements together with financing statements relating to the security interest granted thereunder; (xx) An opinion of counsel admitted to practice law in the State of Illinois and instruments acceptable to the Agent, addressed to the Agent and each Lender covering such legal matters with respect to such Security Deed as the Administrative Agent, or any Lender through the Administrative Agent, Agent may reasonably request; (bxxi) there shall not have occurred or become known if available to any Loan Party, a copy of each of the following: (1) a copy of the most recent owner's policy of title insurance relating to the Administrative Agent or any Kankakee Property showing the identity of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effectfee titleholder thereto; (c2) no litigation, action, suit, investigation the recorded deed or other arbitral, administrative or judicial proceeding shall be pending or threatened instrument pursuant to which could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under that owns the Loan Documents to which it is a party; (d) the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i) any Applicable Law or (ii) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot ActKankakee Property obtained title; and (g3) each Loan Party any environmental studies or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered assessments performed with respect to the Administrative AgentKankakee Property; and (xxii) such other documents, instruments and agreements as the Agent or any Lender requesting through the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective DateAgent may reasonably request.

Initial Conditions Precedent. The obligation of each Bank to make Advances and the Lenders to effect or permit the occurrence obligation of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter L/C Issuers to issue Letters of Credit, pursuant to the terms and conditions of this Agreement, is subject to the satisfaction or waiver of conditions precedent that the following conditions precedent: (a) The Administrative Agent shall have received each of the following, each dated on or before the date hereof, in form and substance reasonably satisfactory to the Administrative Agent: (ia) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes executed by the BorrowerThis Agreement, payable to each applicable Lender that has requested that it receive Notes and the Swingline Note executed by the Borrower payable to the Swingline Lender and each Bank, and, to the extent that it has requested that it receive Notesby any Bank within three (3) Business Days of the Closing Date, andan executed Note payable to such Bank, in each case, complying with the terms of Section 2.12.(a);respectively. (iiib) Certified copies of the Guaranty executed by resolutions of the Board of Directors of the Borrower approving this Agreement, each Subsidiary GuarantorNote, the Parent each Letter of Credit Application, each Letter of Credit and each Notice of Borrowing, and of all documents evidencing other Required Guarantor;necessary corporate action with respect to each such Loan Document and certified copies of the restated certificate of incorporation and bylaws of the Borrower. (ivc) (i) the Pledge Agreement, executed by each A certificate of the ParentCorporate Secretary, General Partner, Deputy Corporate Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Subsidiary Guarantor Loan Document to which it is a party thereto from time and the other documents to time and (ii) each other Security Document, executed by the parties thereto;be delivered hereunder. (vd) an A favorable opinion letter of Winston & ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, to be delivered to, and for the Borrower benefit of, the Banks and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative Agent;, at the express instruction of the Borrower. (vie) the certificate or articles A favorable opinion of incorporation or formation▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vii) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party Executive Vice President and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case General Counsel of the Borrower, authorized to execute be delivered to, and deliver on behalf of for the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ix) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporationbenefit of, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity Banks and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (x) original stock certificates or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof; (xi) evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by at the Administrative Agent, copies express instruction of such insurance policies;the Borrower. (xiif) any other documents reasonably requested thereby or as required by the terms A certificate of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xvii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xix) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; (bi) there shall has not have occurred or become known to the Administrative Agent or any of the Lenders any eventa material adverse change since December 31, condition, situation or status since the date of the information contained 2018 in the consolidated financial and business projections, budgets, pro forma data and forecasts concerning condition of the Borrower and its Subsidiaries delivered to taken as a whole, (ii) there has not occurred a material adverse change since March 31, 2019 in the Administrative Agent business, assets, liabilities (actual or contingent), operations or condition (other than financial) of the Borrower and its Subsidiaries taken as a whole, and (iii) compliance with the Lenders financial covenant set forth in Section 5.2(c) as of March 31, 2019. (g) (i) At least three days prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (c) no litigationClosing Date, action, suit, investigation or all documentation and other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of information regarding the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (d) the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i) any Applicable Law or (ii) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering requested in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply connection with applicable “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot Act; and , to the extent requested in writing of the Borrower at least 10 days prior to the Closing Date and (gii) each Loan Party or Subsidiary thereof that to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered Regulation, at least three days prior to the Administrative AgentClosing Date, and any Lender requesting Bank that has requested, in a written notice to the sameBorrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Loan Party Beneficial Ownership Certification. (h) Termination of all commitments and payment of all amounts due under the Existing 2015 Credit Agreement. (i) The Administrative Agent, the Banks and the Arrangers shall have received all fees and amounts agreed to be paid by the Borrower that are due and payable on or such Subsidiaryprior to the Closing Date, in each case and, to the extent invoiced at least five (5) two Business Days prior to the Effective Closing Date, reimbursement or payment of all out-of-pocket expenses agreed to be paid by the Borrower that are required to be reimbursed or paid by the Borrower hereunder (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP pursuant to Section 8.4).

Initial Conditions Precedent. The obligation of the Lenders to effect or permit make the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) Revolving Notes and Term Notes A Note executed by the Borrower, payable to each applicable Lender that has requested that it receive Notes a Note, and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of of, Section 2.12.(a2.11.(a); (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent Guarantor and by each other Required Guarantorof the Subsidiary Guarantors identified in Schedule 1.1.; (iv) (i) the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security Document, executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ Lovells LLP, counsel to the Borrower and the other Loan Parties Parties, addressed to the Administrative Agent and the Lenders and in form and substance acceptable reasonably satisfactory to the Administrative Agent; (viv) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust partnership or other comparable organizational instrument document (if any) of each Loan Party certified as of a recent date not earlier than fifteen (15) days prior to the Effective Date by the Secretary of State of the state of formation of such Loan PartyParty (except that, if any such document relating to any Subsidiary Guarantor delivered to Administrative Agent pursuant to the “Original Credit Agreement” (as defined in the Revolving Credit Agreement) has not been modified or amended and remains in full force and effect, a certificate of the Secretary or Assistant Secretary (or other individual performing similar functions) of such Subsidiary Guarantor so stating may be delivered in lieu of delivery of a current certified copy of such document); (viivi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date not earlier than fifteen (15) days prior to the Effective Date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viiivii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation; (ixviii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity (except that, if any such document delivered to Administrative Agent pursuant to the “Original Credit Agreement” (as defined in the Revolving Credit Agreement) has not been modified or amended and remains in full force and effect, a certificate so stating may be delivered in lieu of delivery of another copy of such document) and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (ix) evidence of the insurance required under Section 8.5.; (x) original stock certificates or other certificates evidencing a certificate of the certificated Equity Interests, as applicable, pledged pursuant to Borrower and the Security Documents, together with an undated stock power Parent Guarantor certifying that the Properties identified in Schedule 4.1 satisfy the requirements for each such certificate duly executed inclusion in blank by the registered owner thereofUnencumbered Pool under this Agreement; (xi) evidence a Compliance Certificate calculated as of propertySeptember 30, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), in each case, in form and substance reasonably acceptable to the Administrative Agent, and if requested by the Administrative Agent, copies of such insurance policies2012; (xii) any other documents reasonably requested thereby or as required by the terms of the Security Documents to perfect or evidence its security interest in the Collateral; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 6.1.(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released; (xviixiii) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including including, without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xixxiv) such other documents, agreements documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;; and (b) In the good faith and reasonable judgment of the Administrative Agent: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in writing which could reasonably be expected to (iA) result in a Material Adverse Effect or (iiB) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (diii) the Borrower, Borrower and the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (iA) any Applicable Law or (iiB) any material agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;; and (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (fiv) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Date.

Initial Conditions Precedent. The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative AgentAgent and the Lenders: (i) counterparts Counterparts of this Agreement and the Subsidiary Guaranty executed by each of the parties heretohereto and thereto; (ii) Revolving Notes and Term Notes executed by the Borrower, payable to each applicable Lender (other than a Lender that has requested that it not to receive Notes a Revolving Note or a Term Note, as applicable) and complying with the applicable provisions of Section 2.11, and the Swingline Note executed by the Borrower payable to the Swingline Lender to the extent that it has requested that it receive Notes, and, in each case, complying with the terms of Section 2.12.(a)Borrower; (iii) the Guaranty executed by each Subsidiary Guarantor, the Parent and each other Required Guarantor[Reserved]; (iv) Opinions of counsel to NSA REIT and the Loan Parties (i) limited in scope to NSA REIT, the Pledge Agreement, executed by each of the Parent, General Partner, Borrower and each Subsidiary Guarantor party thereto from time to time and (ii) each other Security DocumentGuarantor), executed by the parties thereto; (v) an opinion letter of Winston & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties addressed to the Administrative Agent and the Lenders in form and substance acceptable to the Administrative AgentLenders; (viv) the certificate or The articles of incorporation or formationincorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of NSA REIT and each Loan Party certified as of a recent date by the Secretary of State (or comparable official) of the state of formation of NSA REIT and such Loan Party, or in lieu thereof a certification from NSA REIT and each Loan Party that its articles of incorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) have not changed from those previously delivered to the administrative agent under the Existing Credit Agreement; (viivi) a A certificate of good standing (or certificate of similar meaning) meaning with respect to NSA REIT, the Borrower, each Loan Party Subsidiary Guarantor, issued as of a recent date by the Secretary of State (or comparable official) of the state of formation of NSA REIT and each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (or comparable official and any state department of taxation, as applicable) of each state in which the failure of NSA REIT and such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have result in a Material Adverse Effect; (viiivii) a A certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of NSA REIT and each Loan Party with respect to each of the officers of NSA REIT and such Loan Party authorized to execute and deliver the Loan Documents to which NSA REIT and such Loan Party is a party, and in the case of the Borrower, and the officers of NSA REIT, as general partner of the Borrower, then authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline BorrowingBorrowings, requests for Letters Notices of Credit, Continuation and Notices of Conversion and Notices to request the issuance of ContinuationLetters of Credit; (ixviii) copies Copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of NSA REIT and each Loan Party of (Ax) the by-laws of NSA REIT and such Loan Party, if a corporation, the operating agreementagreement of NSA REIT and such Loan Party, if a limited liability company, the partnership agreementagreement of NSA REIT and such Loan Party, if a limited or general partnership, or other comparable document in the case of any other form of legal entity entity, or in lieu thereof a certification from NSA REIT and each Loan Party that its by-laws, the operating agreement, the partnership agreement or other comparable document have not changed from those previously delivered to the administrative agent under the Existing Credit Agreement and (By) all corporate, partnership, member or other necessary action taken by NSA REIT and such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (ix) The Fees then due and payable under Section 3.6, and any other Fees payable to the Administrative Agent, the Titled Agents and the Lenders on or prior to the Effective Date (including the reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent); (x) original stock certificates The results of a recent UCC lien search in the jurisdiction of organization of the Borrower, which search results shall reveal no Liens on any of the assets of the Borrower except for Liens permitted by Section 10.6 or discharged on or prior to the Effective Date pursuant to a payoff letter or other certificates evidencing the certificated Equity Interests, as applicable, pledged pursuant documentation reasonably satisfactory to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereofAdministrative Agent; (xi) evidence [Reserved]; (xii) [Reserved]; (xiii) Evidence of property, business interruption and liability insurance covering each Eligible Property, evidence of payment of all insurance premiums for amendments to the current policy year of each policy Borrower’s (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), or any other Loan Party’s) existing senior Unsecured Indebtedness in each case, in a form and substance reasonably acceptable satisfactory to the Administrative Agent, and if requested to reflect conforming changes contemplated by the Administrative Agent, copies of such insurance policiesthis Agreement; (xiixiv) any other documents reasonably requested thereby or A Compliance Certificate calculated as required of June 30, 2019 (giving pro forma effect to the financing contemplated by this Agreement and the terms use of the Security Documents proceeds of the Loans to perfect or evidence its security interest in be funded on the CollateralEffective Date); (xiiixv) a A certificate signed by a Responsible Officer of the Borrower Officer, certifying that the conditions specified set forth in Sections 6.1.(bSection 6.1(b) through (e) and Section 6.2 have been satisfied; (xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2019; (xv) a Disbursement Instruction Agreement effective as of the Agreement Date; (xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Facilities shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released;due diligence with respect to Eligible Unencumbered (xvii) evidence that the Fees, if any, then due All documentation and payable other information required by bank regulatory authorities under Section 3.5., together with all other fees, expenses applicable “know your customer” and reimbursement amounts due anti-money laundering rules and payable to the Administrative Agent and any of the Lendersregulations, including without limitationUSA PATRIOT Act, and a properly completed and signed IRS Form W-8 or W-9 (October 2018 form), as applicable, and the fees and expenses Certification of counsel to the Administrative Agent, have been paid;Beneficial Ownership for each such new Loan Party; and (xviii) copies of all Specified Derivatives Contracts in existence on the Agreement Date; and (xix) such Such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;the (b) there shall not have occurred or become known to In the Administrative Agent or any determination of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect;Lenders: (c) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially Both immediately before and adversely affect, immediately after giving effect to the ability financing contemplated by this Agreement and the use of the Borrower proceeds of the Loans to be funded on the Effective Date, (A) no Default or any other Event of Default exists, (B) the representations and warranties made or deemed made by NSA REIT and each Loan Party to fulfill its obligations under in the Loan Documents to which it is a partyparty are true and correct in all material respects (or in all respects to the extent that such representations and warranties are already subject to concepts of materiality) on and as of the Effective Date, 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 such respects on and as of such earlier date); (dii) There shall not have occurred any material adverse change since December 31, 2018, in the Borrowerbusiness, assets, operations or condition (financial or otherwise) of NSA REIT and any Loan Party, or in the facts and information regarding NSA REIT and any Loan Party provided by or on behalf of NSA REIT and any Loan Party to the Administrative Agent or any Lender; (iii) After giving effect to the financing contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Effective Date, there shall not have occurred any event or condition that constitutes an “event of default” (howsoever defined) or that, with the giving of any notice, the passage of time, or both, would be an “event of default” under any of NSA REIT or the Loan Parties’ financial obligations (other Loan Parties than de minimis obligations) in existence on the Effective Date; and (iv) NSA REIT and the other its Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any material default under, material conflict with or material violation of (i1) any Applicable Law or (ii2) any agreement, document or instrument to which NSA REIT or any Loan Party is a party or by which NSA REIT, any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; (e) the offering of the Equity Interests of the Parent, pursuant to an offering memorandum substantially similar to the draft thereof previously provided to the Administrative Agent and the Lenders, prior to the date hereof (the “Equity Offering”), shall have been completed on terms and conditions acceptable to the Administrative Agent, including, without limitation, the Parent’s receipt of gross cash proceeds of the Equity Offering in an aggregate amount not less than $175 million, and the capital structure and corporate structure of the Parent and its Subsidiaries shall be acceptable to the Administrative Agent; (f) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (g) each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Effective Datetheir properties are bound.