Exhibit 10.1

LOAN AGREEMENT

by and among

FNLR LOGISTICS LLC,
Delaware limited liability company
as Borrower 1, and

FNLR GROCERY LLC,
Delaware limited liability company
as Borrower 2, and

BANK OF AMERICA, N.A.,
a national banking association
as Administrative Agent

and

The Other Financial Institutions
Party Hereto

Dated as of September 19, 2025

BANK OF AMERICA, N.A.,
a national banking association
as Sole Lead Arranger and Sole Bookrunner

EXHIBITS

EXHIBIT A - Legal Description of Land

EXHIBIT B - Definitions and Financial Statements

EXHIBIT C - Conditions Precedent to the Advance of the Loan

EXHIBIT C-1 - Draw Request

EXHIBIT D - Compliance Certificate

EXHIBIT E - Leasing and Tenant Matters

EXHIBIT F - Assignment and Assumption

EXHIBIT G - Note

EXHIBIT H - Schedule of Lenders

EXHIBIT I - Swap Contracts

EXHIBIT J - [Intentionally Omitted]

EXHIBIT K-1 - U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

EXHIBIT K-2 - U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

EXHIBIT K-3 - U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

EXHIBIT K-4 - U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

EXHIBIT L - [Intentionally Omitted]

EXHIBIT M - Tenant Direction Letter

EXHIBIT N - Organizational Chart

EXHIBIT O - Rent Roll

EXHIBIT P - Organizational Requirements

EXHIBIT Q - Borrower’s Instruction Certificate

EXHIBIT R - Borrower Detail Form

EXHIBIT S - Survey Requirements

EXHIBIT T - Extension Conditions

EXHIBIT U - Form of Secured Party Designation Notice

EXHIBIT V - [Intentionally Omitted]

EXHIBIT W - [Intentionally Omitted]

EXHIBIT X - [Intentionally Omitted]

EXHIBIT Y - [Intentionally Omitted]

Exhibit Z - Allocated Loan Amount / Release Prices / Individual Property Information

Exhibit AA - Form of Release

SCHEDULES

SCHEDULE 1 - Disclosures

SCHEDULE 2 - List of Net Leases

SCHEDULE 6 - Representation and Warranties Exceptions

PAGE vi

LOAN AGREEMENT

(Syndication)

THIS LOAN AGREEMENT (“Agreement”) is made as of September 19, 2025 by and among each lender from time to time a party hereto (individually, a “Lender” and collectively, the “Lenders”), and BANK OF AMERICA, N.A., a national banking association as Administrative Agent, and FNLR LOGISTICS LLC, a Delaware limited liability company (“Borrower 1”) and FNLR GROCERY LLC, a Delaware limited liability company (“Borrower 2” and Borrower 1 and Borrower 2 are, individually and/or collectively (as the context requires) referred to herein as “Borrower”).

Article 1 — THE LOAN

1.1 General Information and Exhibits. This Agreement includes the Exhibits listed below which are marked by an “X,” all of which Exhibits are attached hereto and made a part hereof for all purposes. Borrower and ▇▇▇▇▇▇▇ agree that if any Exhibit attached to this Agreement contains blanks, the same shall be completed correctly and in accordance with this Agreement prior to or at the time of the execution and delivery thereof.

X Exhibit A - Legal Description of the Land

X Exhibit B - Definitions and Financial Statements

X Exhibit C - Conditions Precedent to the Advance of the Loan

X Exhibit C-1 - Draw Request

X Exhibit D - Compliance Certificate

X Exhibit E - Leasing and Tenant Matters

X Exhibit F - Assignment and Assumption

X Exhibit G - Note

X Exhibit H - Schedule of Lenders

X Exhibit I - Swap Contracts

X Exhibit J - [Intentionally Omitted]

X Exhibit K-1 - U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

X Exhibit K-2 - U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

X Exhibit K-3 - U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

X Exhibit K-4 - U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

X Exhibit L - [Intentionally Omitted]

X Exhibit M - Tenant Direction Letter

X Exhibit N - Organizational Chart

PAGE 1

X Exhibit O - Rent Roll

X Exhibit P - Organizational Requirements

X Exhibit Q - Borrower’s Instruction Certificate

X Exhibit R - Borrower Detail Form

X Exhibit S - Survey Requirements

X Exhibit T - Extension Conditions

X Exhibit U - Form of Secured Party Designation Notice

X Exhibit V - [Intentionally Omitted]

X Exhibit W - [Intentionally Omitted]

X Exhibit X - [Intentionally Omitted]

X Exhibit Y - [Intentionally Omitted]

X Exhibit Z - Allocated Loan Amount / Release Prices / Individual Property Information

X Exhibit AA - Form of Release

The Exhibits contain other terms, provisions and conditions applicable to the Loan. Capitalized terms used in this Agreement shall have the meanings assigned to them in Exhibit B. Exhibit C sets forth the conditions for closing the Loan and recording the Mortgage. This Agreement and the other Loan Documents, which must be in form, detail and substance satisfactory to Administrative Agent and Lenders, evidence the agreements of Borrower, Administrative Agent and Lenders with respect to the Loan. Borrower shall comply with all of the Loan Documents. Administrative Agent and each Lender hereby certify that, as of the date of this Agreement, each of the conditions for closing the Loan and recording the Mortgage has been satisfied or waived; provided, however, neither the Administrative Agent nor the Lenders shall be deemed to have waived any of their rights with respect to the truth or accuracy of the factual content of such documents or deliverables in the future.

1.2 Purpose. The proceeds of the Loan shall be used by Borrower to pay costs related to the acquisition of the Property and paying fees, costs and expenses relating to the Loan, and not in contravention of any applicable Law or any Loan Document.

1.3 Commitment to Lend. ▇▇▇▇▇▇▇▇ agrees to borrow from Lenders, and ▇▇▇▇▇▇▇ severally agree to make, the Loan in the maximum principal amount of up to THREE HUNDRED FORTY SEVEN MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($347,500,000.00) on the terms and subject to the conditions set forth in this Agreement (including, but not limited to Exhibit C, Article 10 and Article 12). Each Lender shall fund its Pro Rata Share of each advance of Loan proceeds under this Agreement, provided, however, that no Lender will be required to make an advance in any amount which when aggregated with all prior advances made by such ▇▇▇▇▇▇ would exceed such ▇▇▇▇▇▇’s then-current Commitment hereunder. Lenders’ Commitments to lend pursuant to this Agreement shall expire and terminate automatically (a) if the Loan is prepaid in full, and (b) upon the occurrence of an Event of Default, and (c) on the Maturity Date. The Loan is not revolving. Any amount repaid may not be reborrowed.

1.4 Interest Rate. The unpaid principal balance of the Loan from day to day outstanding which is not past due, shall bear interest at a rate of interest per annum

PAGE 2

equal to the lesser of (x) the Maximum Rate, and (y) the Monthly SOFR Rate, computed as provided in Section 1.4.3 below. The Monthly SOFR Rate shall be adjusted on each Interest Rate Change Date. The Monthly SOFR Rate shall remain fixed until the next Interest Rate Change Date.

1.4.1 [Intentionally Omitted].

1.4.2 [Intentionally Omitted.]

1.4.3 Computations and Determinations. All computations of interest for the Base Rate (to the extent applicable) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Each determination by Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. The books and records of Administrative Agent shall be conclusive evidence, in the absence of manifest error, of all sums owing to Lenders from time to time under the Loan Documents, but the failure to record any such information shall not limit or affect the obligations of Borrower under the Loan Documents. With respect to SOFR, Monthly SOFR or any Successor Rate, Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, Administrative Agent shall post each such amendment implementing such Conforming Changes to Borrower and the Lenders reasonably promptly after such amendment becomes effective. Administrative Agent does not warrant, nor accept responsibility, nor shall Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to Borrower. Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.

PAGE 3

1.4.4 Late Charge. If Borrower shall fail to make any payment due hereunder or under the terms of any Note (other than the payment of principal due on the Maturity Date), within ten (10) days after the date such payment is due, Borrower shall pay to the applicable Lender or Lenders on demand a late charge equal to three percent (3%) of such payment. Such ten (10) day period shall not be construed as in any way extending the due date of any payment. The “late charge” is imposed for the purpose of defraying the expenses of a Lender incident to handling such defaulting payment. This charge shall be in addition to, and not in lieu of, any other amount that Lenders may be entitled to receive or action that Administrative Agent and Lenders may be authorized to take as a result of such late payment, including any other remedy Lenders may have and any fees and charges of any agents or attorneys which Administrative Agent or Lenders may employ upon the occurrence of an Event of Default, whether authorized herein or by applicable Law.

1.4.5 Default Rate. After the occurrence and during the continuance of an Event of Default (including the expiration of any applicable cure period), upon the request of the Required Lenders or automatically in the case of any Event of Default under Section 7.1(a) with respect to the payment of Principal Debt or any Event of Default under Section 7.1(r), Administrative Agent, without notice or demand, may raise the rate of interest accruing on the outstanding principal balance under any Loan Document by three hundred (300) basis points above the rate of interest otherwise applicable (“Default Rate”) calculated from the date such Event of Default occurred for so long as such Event of Default is continuing, independent of whether Administrative Agent accelerates the outstanding principal balance under any Loan Document.

1.5 Prepayment.

(a) Borrower may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay the outstanding Principal Debt, in whole or in part without premium or penalty but subject to compliance with Sections 1.5(c) and 2.6; provided that (i) such notice must be in a form reasonably acceptable to Administrative Agent and be received by Administrative Agent not later than 11:00 a.m. Administrative Agent’s Time (A) two (2) Business Days prior to any date of prepayment of Monthly SOFR Principal; and (B) on the date of prepayment of any Base Rate Principal, if any; (ii) any voluntary prepayment of Monthly SOFR Principal (excluding voluntary prepayments undertaken in accordance with Exhibit T) shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount of the Loan then outstanding. Each such notice shall specify the date and amount of such prepayment. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the Loan shall be accompanied by all accrued unpaid interest on the amount prepaid, together with any other sums which have become due to Administrative Agent and Lenders under the Loan Documents on or before the date of prepayment but have not been paid, plus any additional amounts required pursuant to Sections 1.5(c) and 2.6, if any. Subject to Sections 8.11 and 8.13, each such prepayment shall be applied to the Loan obligations owing to the Lenders in accordance with their respective Pro Rata Shares. If

PAGE 4

the Loan is prepaid in full, any commitment of Lenders (if any) for further advances shall automatically terminate.

(b) Borrower shall prepay the Principal Debt as and when required pursuant to Section 4.10 of this Agreement.

(c) No yield maintenance premium or other premium or penalty shall be due in connection with any prepayment made pursuant to Section 4.10, provided that Borrower shall pay to Administrative Agent, concurrently with such prepayment pursuant to Section 4.10, a prepayment administrative fee in the amount of $250, all sums due under Section 2.6 (if any), and all other sums due pursuant to the Loan Documents in connection with such prepayment made pursuant to Section 4.10.

1.6 Payment Schedule and Maturity Date; Extension of Maturity Date.

(a) The entire principal balance of the Loan then unpaid, together with all accrued and unpaid interest and all other amounts payable hereunder and under the other Loan Documents, shall be due and payable in full on the Maturity Date. Prior to maturity, accrued and unpaid interest shall be calculated from and including the first (1st) Business Day of each month (or, in the case of the initial interest computation period, the date of the initial advance of the Loan) to, but excluding, the first (1st) Business Day of the succeeding calendar month, and shall be due and payable in arrears on the first (1st) Business Day of such succeeding calendar month.

(b) Subject to the conditions set forth in Exhibit T, Borrower shall have two options to extend the then Maturity Date. The first option (the “First Extension Option”) shall extend the Maturity Date from the Initial Maturity Date to September 19, 2029 (the “First Extension Term”). The second option (the “Second Extension Option”, and each of the First Extension Option and the Second Extension Option, an “Extension Option”) shall extend the Maturity Date from September 19, 2029 to September 19, 2030 (the “Second Extension Term”, and each of the First Extension Term and the Second Extension Term, an “Extension Term”).

1.7 Payments.

(a) All payments by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at Administrative Agent’s Office in U.S. Dollars and in immediately available funds not later than 12:00 p.m. Eastern time on the date specified herein. Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by Administrative Agent after 12:00 p.m. Eastern time shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by Borrower shall come due on a day other

PAGE 5

than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b) For the avoidance of doubt, Administrative Agent will distribute payments to each Lender, (i) on the date of receipt, if Administrative Agent receives such funds on or before 12:00 p.m. Eastern time, or (ii) on the Business Day following the date of receipt, if Administrative Agent receives such funds after 12:00 p.m. Eastern time. If Administrative Agent fails to timely pay any amount to any Lender in accordance with this Subsection, Administrative Agent shall pay to such Lender interest on such amount at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation, for each day from the day such amount was to be paid until it is paid to such Lender. Unless Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to Administrative Agent for the account of ▇▇▇▇▇▇▇ hereunder that Borrower will not make such payment, Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to Lenders the amount due. With respect to any payment that Administrative Agent makes for the account of Lenders hereunder as to which Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) Borrower has not in fact made such payment; (2) Administrative Agent has made a payment in excess of the amount so paid by Borrower (whether or not then owed); or (3) Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders severally agrees to repay to Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation.

(c) A notice of Administrative Agent to any Lender or to Borrower with respect to any amount owing under this Section shall be conclusive, absent manifest error.

1.8 Evidence of Debt. Amounts of the Loan funded by each Lender shall be evidenced by one or more accounts or records maintained by such ▇▇▇▇▇▇ and by Administrative Agent in the ordinary course of business. The accounts or records maintained by Administrative Agent and each Lender shall be conclusive absent manifest error of the amounts of the Loan funded by Lenders to Borrower and the interest and payments thereon, and all other sums owing to Administrative Agent and each Lender from time to time under the Loan Documents. Any failure to so record such amounts, interest or payments or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower hereunder to pay any amount owing with respect to the Indebtedness. In the event of any conflict between the accounts and records maintained by any ▇▇▇▇▇▇ and the accounts and records of Administrative Agent in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error. Each Lender may attach schedules to

PAGE 6

its Note and endorse thereon the date, amount and maturity of the applicable Note and payments with respect thereto.

1.9 [Intentionally Omitted.].

1.10 Cash Management.

1.10.1 Lockbox Account and Cash Management Account.

(a) Borrower acknowledges and confirms that Borrower has established, and Borrower covenants that it shall maintain, pursuant to the Lockbox Agreement, an interest bearing (to the extent available) Eligible Account into which Borrower shall deposit or cause to be deposited, all Rents and other revenue and income from the Property (such account, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Lockbox Account”). In the event that Lockbox Bank requires a modification to the Lockbox Agreement, such modification shall only be made following Administrative Agent’s written consent in its reasonable discretion and if Administrative Agent refuses to agree to the requested change in its reasonable discretion, then Borrower shall establish a new Lockbox Account at an Eligible Institution (and such Eligible Institution shall enter into a new Lockbox Agreement in form and substance reasonably satisfactory to Administrative Agent). In the event Lockbox Bank ceases to qualify as an Eligible Institution, Borrower shall cooperate with Administrative Agent in designating a successor financial institution that qualifies as an Eligible Institution and is otherwise reasonably acceptable to Administrative Agent and transferring the Lockbox Account to such institution, each within thirty (30) days after ▇▇▇▇▇▇▇▇’s receipt of written request by Administrative Agent. In the event ▇▇▇▇▇▇▇▇ fails to do so, Administrative Agent shall have the right, and Borrower hereby grants to Administrative Agent an irrevocable power-of-attorney, coupled with an interest, to designate a successor institution to serve as Lockbox Bank. Within five (5) Business Days after notice from Administrative Agent that a Cash Sweep Period exists, Borrower shall establish the Cash Management Account with Administrative Agent.

(b) The Lockbox Account and the Cash Management Account shall each be in the name of Borrower for the benefit of Administrative Agent, provided that Borrower shall be the owner of all funds on deposit in such accounts for all purposes, including for federal and applicable state and local tax purposes.

(c) The Lockbox Account and the Cash Management Account shall be subject to the exclusive dominion and control of Administrative Agent and, except as otherwise expressly provided herein, neither Borrower, Manager nor any other Person claiming on behalf of or through Borrower or Manager, shall have any right of withdrawal therefrom or any other right or power with respect thereto.

(d) ▇▇▇▇▇▇▇▇ agrees to pay the reasonable and customary fees, expenses and charges (which fees, expenses and charges shall be subject to change from time to time) of (i) Lockbox Bank in connection with administering and maintaining the Lockbox Account

PAGE 7

and processing all items for payment therefrom, and (ii) Administrative Agent in connection with administering and maintaining the Cash Management Account and processing all withdrawals, transfers and applications therefrom.

(e) Administrative Agent shall be responsible for the performance only of such duties with respect to the Cash Management Account as are specifically set forth herein, and no duty shall be implied from any provision hereof. Neither Administrative Agent nor any Lender shall be under any obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit in respect hereof, or to advance any of its own monies.

(f) Interest accrued on the Lockbox Account or the Cash Management Account shall be retained in the applicable account and disbursed in accordance with all other funds in such account in accordance with the terms of this Agreement.

1.10.2 Deposits and Withdrawals.

(a) Borrower represents, warrants and covenants that:

(i) Borrower shall notify and advise (1) each tenant under each Net Lease in effect as of the Closing Date concurrently with the execution of this Agreement and (2) each tenant under any Lease entered into with Borrower and executed after the Closing Date (promptly after such execution), to send directly to the Lockbox Account all payments of Rents or any other item payable under such Leases pursuant to an instruction letter in the form of Exhibit M (a “Tenant Direction Letter”). If Borrower fails to provide any such Tenant Direction Letter to a tenant under any Lease entered into by ▇▇▇▇▇▇▇▇ and executed after the Closing Date promptly following execution thereof (and without prejudice to Administrative Agent’s rights with respect to such failure), Administrative Agent shall have the right, after two (2) Business Days’ notice to Borrower and Borrower hereby grants to Administrative Agent an irrevocable power-of-attorney, coupled with an interest, to sign and deliver a Tenant Direction Letter;

(ii) Borrower shall instruct all Persons that maintain open accounts with Borrower with respect to the Property or with whom Borrower does business on an “accounts receivable” basis with respect to the Property, if any, to deliver all payments due under such accounts to the Lockbox Account. Borrower shall not direct any such Person to make payments due under such accounts in any other manner;

(iii) All Rents and other revenue and income from the Property shall (x) be deemed collateral security for payment of the Obligations and shall be held in trust for the benefit, and as the property, of Administrative Agent, (y) not be commingled with any other funds or property of Manager or any other Person, and (z) if received by Borrower notwithstanding the delivery of a Tenant Direction Letter, be deposited in the Lockbox Account within three (3) Business Days after receipt;

(iv) Without the prior written consent of Administrative Agent, so long as any portion of the Obligations remains outstanding, Borrower shall not terminate, amend, revoke or modify any Tenant Direction Letter in any manner whatsoever or direct or

PAGE 8

cause any tenant to pay any amount in any manner other than as provided in the related Tenant Direction Letter; and

(v) So long as any portion of the Obligations remains outstanding, neither Borrower nor any other Person shall open or maintain any accounts other than the Lockbox Account into which revenues from the ownership and operation of the Property are deposited and Borrower’s operating account into which funds may be transferred in accordance with and subject to Section 1.10.2(b) and the Lockbox Agreement. The foregoing clauses (i) through (iv) shall not prohibit Borrower from utilizing one or more separate accounts for the disbursement or retention of funds that have been transferred to the Property pursuant to the express terms of this Agreement.

(b) So long as no Event of Default or Cash Sweep Period shall have occurred and be continuing, pursuant to the terms of the Lockbox Agreement, Borrower shall cause Lockbox Bank to transfer, or cause to be transferred, on each Business Day by wire transfer or other method of transfer mutually agreeable to Lockbox Bank and Borrower of immediately available funds, all collected and available balances in the Lockbox Account (subject to any minimum retained or “peg” balance that may be required pursuant to the terms of the Lockbox Agreement) to Borrower’s operating account. In the event Borrower’s ability to direct funds on deposit in the Lockbox Account ceases due to a Cash Sweep Period or Event of Default that later is cured (in the case of a Cash Sweep Period) or waived (in the case of an Event of Default), Administrative Agent shall direct and cause Lockbox Bank to transfer all collected and available balances in the Lockbox Account (subject to any minimum retained or “peg” balance that may be required pursuant to the terms of the Lockbox Agreement) to Borrower’s operating account each Business Day for so long as a Cash Sweep Period or Event of Default is not continuing.

(c) Upon the occurrence and during the continuance of a Cash Sweep Period or an Event of Default, notwithstanding anything to the contrary set forth herein, ▇▇▇▇▇▇▇▇’s right to make withdrawals or receive transfers from the Lockbox Account shall automatically be terminated without further action of Administrative Agent or any Lender. Borrower hereby irrevocably authorizes Administrative Agent, at any time upon the occurrence and during the continuance of a Cash Sweep Period or an Event of Default, to instruct Lockbox Bank to transfer, or cause to be transferred, on each Business Day by wire transfer or other method of transfer mutually agreeable to Lockbox Bank and Administrative Agent of immediately available funds, all collected and available balances in the Lockbox Account (subject to any minimum retained or “peg” balance that may be required pursuant to the terms of the Lockbox Agreement and any amount then necessary for Borrower to make a dividend or distribution permitted by Section 5.2, which, for the avoidance of doubt, shall be used by Borrower for such permitted dividend or distribution) to the Cash Management Account. Subject to Section 1.10.2(d) and the other provisions of this Agreement, amounts on deposit in the Cash Management Account shall be allocated and transferred monthly by Administrative Agent as follows:

(i) First, to Lockbox Bank or Administrative Agent, as applicable, all amounts due and payable by Borrower pursuant to Section 1.10.1(d) for such month;

PAGE 9

(ii) Second, to Administrative Agent on behalf of itself and Lenders (A) on a pari passu basis, all interest payments and administrative fees due and payable by Borrower to Administrative Agent and the Lenders under the Note, this Agreement or the other Loan Documents for such month, and any recurring payments due to the Hedge Bank pursuant to any Secured Swap Contract entered into in accordance with this Agreement (but not, in any case, “Settlement Amounts” or “Close-Out Amounts” as such terms may be defined in the Secured Swap Contract), and (B) any payments due pursuant to Article 2; and

(iii) Third, to Administrative Agent on behalf of itself and Lenders on a pari passu basis, the balance remaining (if any) shall be applied as a prepayment of the Principal Debt.

(d) Upon the occurrence and during the continuance of a Cash Sweep Period or an Event of Default, notwithstanding anything to the contrary set forth herein, ▇▇▇▇▇▇▇▇’s right to receive funds from the Cash Management Account shall automatically be terminated without further action of Administrative Agent or any Lender.

(e) If the Cash Sweep Period or Event of Default giving rise to the termination of Borrower’s rights to access funds in the Lockbox Account no longer exists, Administrative Agent shall deliver instructions to Lockbox Bank instructing Lockbox Bank to transfer all collected and available balances in the Lockbox Account (subject to any minimum retained or “peg” balance that may be required pursuant to the terms of the Lockbox Agreement) to Borrower’s operating account each Business Day for so long as a Cash Sweep Period or Event of Default is not continuing.

(f) Notwithstanding anything to the contrary in this Agreement, Excluded Swap Obligations with respect to any Borrower shall not be paid with amounts received from such Borrower, but appropriate adjustments shall be made with respect to payments from other Borrowers to preserve the allocation to Obligations otherwise set forth above in this Section 1.10.

(g) Following the repayment of the Indebtedness in full, (a) any amount remaining in the Lockbox Account or the Cash Management Account (if any) shall be returned by Administrative Agent to ▇▇▇▇▇▇▇▇, and (b) upon ▇▇▇▇▇▇▇▇’s request, Administrative Agent shall deliver any notices required under the Lockbox Agreement to effectuate a termination thereof.

1.10.3 [Intentionally Omitted]

1.10.4 Security Interest.

(a) Borrower hereby grants to Administrative Agent a first-priority perfected security interest in, and assigns and pledges to Administrative Agent, the Lockbox Account and the Cash Management Account and any funds now or hereafter maintained therein and any and all “Investment Property” contained therein as collateral security for payment of the Obligations of Borrower. The provisions of this Section 1.10.4 and other provisions of this Agreement and the other Loan Documents are intended to give Administrative Agent

PAGE 10

or any subsequent holder of the Loan “control” of the Lockbox Account and the Cash Management Account within the meaning of the UCC of each applicable jurisdiction.

(b) Borrower authorizes Administrative Agent to file any financing statement or statements required by Administrative Agent to establish or maintain the validity, perfection and priority of the security interest granted herein in connection with the Lockbox Account and the Cash Management Account. ▇▇▇▇▇▇▇▇ agrees that at any time and from time to time, at the expense of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ will promptly and duly execute and deliver all further instruments and documents, and take all further action that Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or the priority thereof, to obtain or preserve the full benefits of this Agreement and of the rights and powers herein granted, or to enable Administrative Agent to exercise and enforce its rights and remedies hereunder.

(c) Upon the occurrence and during the continuance of an Event of Default, Administrative Agent may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and the Cash Management Account. Borrower hereby irrevocably authorizes Administrative Agent upon the occurrence and during the continuance of an Event of Default to make any and all withdrawals and transfers from the Lockbox Account and the Cash Management Account as Administrative Agent shall determine in its sole discretion. Without limitation of the foregoing, upon the occurrence and during the continuance of any Event of Default, Administrative Agent may in its sole discretion apply amounts held in the Lockbox Account and the Cash Management Account to pay for the costs of protecting or preserving the liens under the Loan Documents and/or the value of the Property, and, with the prior written consent of the Required Lenders, for such other purposes as Administrative Agent may elect in its sole discretion, including for any of the following purposes: (i) repayment of the Obligations, including principal prepayments and the prepayment premium, if any, applicable to such full or partial prepayment; (ii) reimbursement of Administrative Agent and Lenders for all losses, fees, costs and expenses (including reasonable legal fees) suffered or incurred by Administrative Agent or Lenders as a result of such Event of Default; (iii) payment of any amount expended in exercising any or all rights and remedies available to Administrative Agent and Lenders at law or in equity or under this Agreement or under any of the other Loan Documents; or (iv) payment of any item as required or permitted under this Agreement; provided, however, that any application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Administrative Agent’s rights and remedies as a secured party with respect to the Lockbox Account and the Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker’s lien. Nothing in this Agreement shall obligate Administrative Agent or Lenders to apply all or any portion of the Lockbox Account or Cash Management Account to effect a cure of any Event of Default, or to pay the Obligations, or in any specific order of priority. Administrative Agent’s right to withdraw and apply funds as stated herein shall be in addition to all other rights and remedies provided to Administrative Agent under this Agreement, the Note, the Mortgage and the other Loan Documents. The exercise of any or all of Administrative Agent’s or Lenders’

PAGE 11

rights and remedies under this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Administrative Agent’s or Lenders’ rights to initiate and complete a foreclosure under the Mortgage.

(d) Notwithstanding anything to the contrary contained in this Agreement, (i) for purposes of this Section 1.10 only, “Business Day” shall mean a day on which Administrative Agent and Lockbox Bank are both open for the conduct of substantially all of their respective banking business in New York, New York, with respect to Administrative Agent, and in New York, New York, with respect to Lockbox Bank (in both instances, excluding Saturdays and Sundays) and (ii) Excluded Swap Obligations with respect to any Borrower shall not be paid with amounts received from such Borrower, but appropriate adjustments shall be made with respect to payments from other Borrowers to preserve the allocation to Obligations otherwise set forth above in this Section 1.10.

Article 2 — TAXES, YIELD PROTECTION, UNAVAILABILITY AND ILLEGALITY

2.1 Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i) Any and all payments by or on account of any obligation of Borrower or any Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of Administrative Agent) require the deduction or withholding of any Tax from any such payment by Administrative Agent or Borrower or any Guarantor, then Administrative Agent or Borrower or such Guarantor shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to Section 2.1(e).

(ii) If Borrower or any Guarantor or Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Administrative Agent shall withhold or make such deductions as are determined by Administrative Agent to be required based upon the information and documentation it has received pursuant to Section 2.1(e), (B) Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by Borrower or such Guarantor, as applicable, shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(iii) If Borrower or any Guarantor or Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any

PAGE 12

payment, then (A) Borrower or such Guarantor, as applicable, or Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to Section 2.1(e), (B) Borrower or such Guarantor, as applicable, or Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by Borrower or such Guarantor, as applicable, shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by Borrower or Guarantor. Without limiting the provisions of Subsection (a) of this Section, Borrower shall timely pay, and shall cause any Guarantor to timely pay, to the relevant Governmental Authority in accordance with applicable Law, or at the option of Administrative Agent timely reimburse it for the payment of, Other Taxes.

(c) Tax Indemnifications.

(i) Borrower shall, and does hereby indemnify each Recipient, and shall make payment in respect thereof within ten (10 ) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Borrower and Guarantor shall, and do hereby indemnify Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to Administrative Agent as required pursuant to Subsection (c)(ii) of this Section.

(ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within ten (10) days after demand therefor, (A) Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that Borrower and/or Guarantor have not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of Borrower and Guarantor to do so), (B) Administrative Agent and Borrower and Guarantor, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.4(d) relating to the maintenance of a Participant Register and (C) Administrative Agent and Borrower and Guarantor, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable

PAGE 13

or paid by Administrative Agent or Borrower or Guarantor in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender as the case may be, under this Agreement or any other Loan Document against any amount due to Administrative Agent under this Subsection.

(d) Evidence of Payments. As soon as practicable, after any payment of Taxes by Borrower to a Governmental Authority as provided in this Section, Borrower shall deliver to Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by applicable Laws to report such payment or other evidence of such payment reasonably satisfactory to Administrative Agent.

(e) Status of Lenders; Tax Documentation.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and Administrative Agent, at the time or times reasonably requested by Borrower or Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower or Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by Borrower or Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in clauses (A), (B) and (D) of Section 2.1(e)(ii)) shall not be required if in Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that ▇▇▇▇▇▇▇▇ is a U.S. Person,

(A) any Lender that is a U.S. Person shall deliver to Borrower and Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall

PAGE 14

be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), whichever of the following is applicable:

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

(II) executed copies of IRS Form W-8ECI;

(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit K-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or

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

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit

PAGE 15

Borrower or Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or Administrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such ▇▇▇▇▇▇ has complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Subsection, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Administrative Agent of its legal inability to do so.

(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by Borrower or Guarantor or with respect to which Borrower or any Guarantor has paid additional amounts pursuant to this Section, it shall pay to Borrower or such Guarantor, as applicable, an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower or Guarantor under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that Borrower or Guarantor, upon the request of the Recipient, agrees to repay the amount paid over to Borrower or Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Subsection, in no event will the applicable Recipient be required to pay any amount to Borrower or Guarantor pursuant to this Subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Subsection shall not be construed to require any

PAGE 16

Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrower, Guarantor or any other Person.

(g) Survival. Each party’s obligations under this Section shall survive the resignation or replacement of Administrative Agent, or the assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge of all other Obligations.

2.2 Illegality. If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loan advances whose interest is determined by reference to SOFR, or Monthly SOFR, or to determine or charge interest rates based upon SOFR or Monthly SOFR, then, upon notice thereof by such Lender to Borrower (through Administrative Agent), any obligation of such Lender to make or maintain Monthly SOFR Principal shall be suspended, in each case until such ▇▇▇▇▇▇ notifies Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, Borrower shall, upon demand from such Lender (with a copy to Administrative Agent), convert all Monthly SOFR Principal owed to such Lender to Base Rate Principal or, if such Lender reasonably determines that any Law has made such conversion unlawful, or that any Governmental Authority has asserted such conversion is unlawful, prepay within sixty (60) days of receipt of notice from such Lender of such determination or assertion. Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts, if any, required pursuant to Section 2.6.

2.3 Inability to Determine Rate. If (a) Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate for Monthly SOFR has been determined in accordance with Section 2.4, and the circumstances under Section 2.4(a) or the Scheduled Unavailability Date has occurred (as applicable) with respect to SOFR or Monthly SOFR, or (ii) adequate and reasonable means do not exist for determining SOFR or Monthly SOFR for any determination date(s) or requested payment period, as applicable, with respect to any proposed or existing advance of the Loan, or (b) Administrative Agent or Required Lenders reasonably determine that for any reason that Monthly SOFR for any determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding or maintaining any proposed or existing advance of the Loan, Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, the obligation of Lenders to make or maintain Monthly SOFR Principal shall be suspended, in each case until Administrative Agent, or, in the case of a determination by Required Lenders described in clause (b) above, until Administrative Agent, upon instruction of Required Lenders, revokes such notice. Upon receipt of such notice, (1) Borrower may revoke any pending request for a borrowing at the Monthly SOFR Rate (to the extent of the affected Loan advances) or, failing that, will be deemed to have converted such request into a request to borrow at the Base Rate if no election is made by Borrower by the date that is three (3) Business Days after receipt by Borrower of

PAGE 17

such notice, and (2) all amounts from day to day outstanding which are not past due, shall bear interest at a rate of interest per annum equal to the Base Rate.

2.4 Replacement of Monthly SOFR or Successor Rate. Notwithstanding anything to the contrary herein or in any other Loan Documents, if Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error), or Borrower or Required Lenders notify Administrative Agent (with, in the case of Required Lenders, a copy to Borrower) that Borrower or Required Lenders (as applicable) have reasonably determined, that:

(a) adequate and reasonable means do not exist for ascertaining Monthly SOFR, without limitation, because one (1) month interest periods of the Term SOFR Screen Rate are not available or published on a current basis and such circumstances are unlikely to be temporary;

(b) the Applicable Authority has made a public statement identifying a specific date after which one (1) month interest periods of term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of U.S. Dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is reasonably satisfactory to Administrative Agent, that will continue to provide such representative one (1) month tenors of term SOFR or the Term SOFR Screen Rate after such specific date (the latest date on which one (1) , three (3) month, and six (6) month interest periods of term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”);

then, on a time and date reasonably determined by Administrative Agent (any such date, the “Monthly SOFR Replacement Date”), which date shall be on an Interest Rate Change Date or on the relevant interest payment date for interest calculated, as applicable, and, solely with respect to clause (b) above, no later than the Scheduled Unavailability Date, Monthly SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR for any payment period for interest calculated that can be determined by Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”):

If the Successor Rate is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Notwithstanding anything to the contrary herein, (i) if Administrative Agent reasonably determines that Daily Simple SOFR is not available on or prior to the Monthly SOFR Replacement Date or (ii) if any of the events or circumstances of the type described in clauses (a) or (b) above have occurred with respect to the Successor Rate then in effect, then in each case, Administrative Agent and Borrower may amend this Agreement and the other Loan Documents solely for the purpose of replacing Monthly SOFR or any then current Successor Rate in accordance with this Section at the end of any Interest Rate Change Date, relevant interest payment date or payment period for interest calculated, as applicable, with another alternate benchmark rate giving due

PAGE 18

consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. Administrative Agent’s Time on the fifth (5th) Business Day after Administrative Agent shall have posted such proposed amendment to all Lenders and Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to Administrative Agent written notice that such Required Lenders object to such amendment.

Administrative Agent will promptly (in one or more notices) notify Borrower and each Lender of the implementation of any Successor Rate.

Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by Administrative Agent.

Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero percent (0.00%), the Successor Rate will be deemed to be zero percent (0.00%) for the purposes of this Agreement and the other Loan Documents.

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

2.5 Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement);

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in subparagraphs (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

PAGE 19

(iii) impose on any Lender any other condition, cost or expense affecting this Agreement or the Loan advances made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan advance (or of maintaining its obligation to maintain any such Loan advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then Administrative Agent shall provide notice thereof to Borrower and Borrower agrees that it will pay to such Lender within ten (10) days after such Lender’s written request such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered to the extent such Lender is not treating Borrower in an arbitrary, capricious or discriminatory manner.

(b) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, any Note, the Commitments of such Lender or the advances made by such Lender, to a level below that which such Lender or such ▇▇▇▇▇▇’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such ▇▇▇▇▇▇’s holding company with respect to capital adequacy), then from time to time Borrower will pay to such Lender, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in Subsections (a) or (b) of this Section and delivered to Borrower shall be conclusive absent manifest error. Borrower shall pay such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Delay in Requests; Survival. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof). Subject to the foregoing, all of Borrower’s obligations under this Section shall survive payment in full, satisfaction or discharge of the Indebtedness, the resignation or removal of Administrative Agent or replacement of any Lender, and any release, enforcement or termination of this Agreement, or of any other Loan Documents.

PAGE 20

2.6 Compensation for Losses. Within ten (10) days of written demand by any Lender (with a copy to Administrative Agent) from time to time (and at the time of any prepayment), Borrower shall compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Principal Debt bearing interest at a Monthly SOFR Rate or, if applicable, a Successor Rate on a day other than on the last day of the interest period therefor (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, including, but not limited to, acceleration upon any transfer or conveyance of any right, title or interest in the Property giving Administrative Agent on behalf of Lenders the right to accelerate the maturity of the Loan;

(b) any failure by ▇▇▇▇▇▇▇▇ (for a reason other than the failure of such Lender to make an advance at a Monthly SOFR Rate or, if applicable, a Successor Rate) to prepay, borrow, continue or convert any Principal Debt bearing interest at a Monthly SOFR Rate or, if applicable, a Successor Rate on the date or in the amount notified by Borrower; or

(c) any assignment of any Principal Debt bearing interest at a Monthly SOFR Rate other than on the last day of the interest period therefor as a result of a request by Borrower pursuant to Section 9.11;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Principal Debt bearing interest at a Monthly SOFR Rate or, if applicable, a Successor Rate or from fees payable to terminate the deposits from which such funds were obtained. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

The amounts payable under this Section shall never be less than zero or greater than is permitted by applicable Law. For the avoidance of doubt, no amounts will be owing under this Section in connection with the prepayment of any Base Rate Principal, if applicable, or any Principal Debt bearing interest at a Daily Simple SOFR-related rate (if any).

2.7 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. Each Lender may make any advance to Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of Borrower to repay the advance in accordance with the terms of this Agreement. If any Lender requests compensation under Section 2.5, or requires Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.1, or if any Lender gives a notice pursuant to Section 2.2, then, at the request of Borrower, such Lender shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.1 or Section 2.5, as the case may be, in the future, or eliminate

PAGE 21

the need for the notice pursuant to Section 2.2, as applicable, and (ii) in each case, would not subject such Lender, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender, as the case may be. Borrower hereby agrees to pay all reasonable and actual out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment within ten (10) days of written demand of such Lender.

(b) Replacement of Lenders. If any Lender requests compensation under Section 2.5, or if Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.1 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.7(a), Borrower may replace such Lender in accordance with Section 9.11.

2.8 Survival. All of ▇▇▇▇▇▇▇▇’s obligations under this Article shall survive the resignation or replacement of Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, the termination of this Agreement and the repayment, satisfaction or discharge of all other Obligations, and shall not be waived by any delay by Administrative Agent or Lenders in seeking payment and performance of such obligations of Borrower under this Article.

Article 3 — INTENTIONALLY OMITTED

Article 4 — AFFIRMATIVE COVENANTS

4.1 Existence; Qualifications. Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence and comply in all material respects with all Laws applicable to it, shall not cease to be validly existing and in good standing under the laws of the State of Delaware or cease to be authorized to do business in, and if required by Law, in good standing in, each state in which the Property is located.

4.2 Maintenance, Repair and Restoration.

(a) Borrower shall or shall cause Net Lease Tenant to keep the Property in such order, repair, operating condition and appearance as is consistent with good management and operating practices for comparable competitive properties, causing all necessary repairs, renewals, replacements, additions and improvements to be promptly made with good quality materials and in a good and workmanlike manner, and shall not allow the Property to be the subject of any waste or to be misused or abused or to deteriorate, subject, however, to the other provisions of this Agreement and the other Loan Documents requiring consent or approval of Administrative Agent. If any act or occurrence of any kind or nature (including any Condemnation or any Casualty for which insurance was not obtained or obtainable) shall result in damage to or loss or destruction of the Property, Borrower shall give prompt notice thereof to Administrative Agent upon Borrower becoming aware of the same and Borrower shall promptly, at Borrower’s or Net Lease

PAGE 22

Tenant’s sole cost and expense and regardless of whether insurance or condemnation proceeds (if any) shall be available or sufficient for the purpose pursuant to Section 4.8 or 4.9 or otherwise, secure (or cause Net Lease Tenant to secure) the Property as necessary and commence and continue (or cause Net Lease Tenant to commence and continue) diligently to completion to restore, repair, replace and rebuild the Property as nearly as possible to its value, condition and character immediately prior to the damage, loss or destruction.

(b) Notwithstanding the foregoing, Borrower shall not, without the prior written consent of Required Lenders (which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default exists), (i) remove from an Individual Property any fixtures or personal property comprising Property except such as is replaced by Borrower by an article of equal suitability and value, owned by Borrower, free and clear of any lien or security interest (except that created by the Mortgage or any other Loan Document), or (ii) make any alteration to an Individual Property; provided, however, that the consent of Required Lenders shall not be required in the case of (x) any alteration that does not cost more than $1,000,000; (y) any alteration required pursuant to a Lease in existence as of the Closing Date or any Lease entered into in accordance with Exhibit E and any other provision of this Agreement and the other Loan Documents and (z) any alteration required for the maintenance and upkeep of the Property in accordance with the Loan Documents that could not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary herein or in any of the other Loan Documents, to the extent a tenant under a Lease in existence as of the Closing Date or any Lease entered into in accordance with Exhibit E and any other provision of this Agreement and the other Loan Documents has the right to make certain alterations without obtaining Borrower’s consent, Borrower shall not be required to obtain Required Lenders prior consent to such alteration.

(c) [Intentionally Omitted].

(d) Prior to commencing any alteration that requires the consent of Required Lenders:

(i) Borrower shall have given Administrative Agent prior notice of same containing a description of such alteration and ▇▇▇▇▇▇▇▇’s good faith estimate of the cost thereof;

(ii) Borrower shall confirm in writing that such alteration shall not, to ▇▇▇▇▇▇▇▇’s knowledge, violate the terms of any applicable Law, Lease or Permitted Encumbrance, and could not reasonably be expected to have a Material Adverse Effect;

(iii) if Required Lenders or Administrative Agent requests, ▇▇▇▇▇▇▇▇ shall have delivered to Administrative Agent all plans, specifications and drawings and architect’s and other construction contracts in Borrower’s possession (or, to the extent not in Borrower’s possession but with respect to which ▇▇▇▇▇▇▇▇ has a right to reasonably obtain the same), if any, for such alteration; and

PAGE 23

(iv) Borrower shall have delivered to Administrative Agent such other information and documentation as Required Lenders or Administrative Agent may reasonably request regarding such alteration to the extent Borrower has such information and documentation in its possession or has a right to reasonably obtain same.

(e) Borrower shall, at Administrative Agent’s request, inform Administrative Agent as to the progress of such alterations requiring Administrative Agent’s or ▇▇▇▇▇▇’s consent hereunder. For alterations requiring Administrative Agent’s or ▇▇▇▇▇▇’s consent, Administrative Agent may, but shall not be obligated, at Borrower’s reasonable expense and subject to the rights of tenants under Leases, to inspect the work or cause an inspection of the work by consultants engaged by Administrative Agent at Borrower’s reasonable expense, provided that Administrative Agent shall not exercise such right more often than is commercially reasonable given the scope of such alteration and Administrative Agent’s interest in preserving its collateral. All alterations shall be performed diligently and continuously to completion in a good and workmanlike manner, in compliance with all applicable Laws in all material respects, and in compliance with all applicable requirements of the Leases and Permitted Encumbrances in all material respects. After completion of each alteration, Borrower shall, at Administrative Agent’s request, provide Administrative Agent with (or, if not in Borrower’s possession, shall request that the applicable tenant provide Administrative Agent with) a copy in print or electronic form of the as-built Plans and Specifications for same, if any. As to each alteration requiring ▇▇▇▇▇▇’s consent hereunder, Borrower shall maintain and make available to, or, at Administrative Agent’s reasonable request, provide to Administrative Agent copies of (i) all plans, specifications and drawings, including drawings to reflect as-built conditions, substitutions and changes pertaining to the performance of each alteration, or such other adequate records to reflect as-built conditions, substitutions and changes, (ii) any contracts, bills of sale, statements, receipts or vouchers pertaining to each alteration, and (iii) all books, contracts and records of Borrower pertaining to each such alteration, including all work done, labor performed or materials furnished in connection therewith, in each case to the extent in Borrower’s possession or reasonably obtainable by ▇▇▇▇▇▇▇▇. Borrower shall comply with Section 4.7 and shall provide flood insurance as required therein, before commencing construction of any portion of any structure or Improvements located, under the Flood Insurance Laws, in a Special Flood Hazard Area.

4.3 Operation of Property.

(a) Subject to each Net Lease Tenant’s right in Leases in existence as of the Closing Date, Borrower will or will cause Net Lease Tenant to operate the Property in a manner and at a level consistent with good management and operating practices for comparable competitive properties, including, without limitation, to the extent Borrower has any obligations under any operation and maintenance agreement, partial consent agreement and/or participation agreement, in each case, with respect to the Property, complying with the terms thereof, and will pay all fees or charges of any kind in connection therewith. Borrower will use commercially reasonable efforts to keep the Property occupied so as not to impair the insurance carried thereon. Borrower will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property in any manner which constitutes a public or private nuisance or which

PAGE 24

makes void, voidable or cancelable, or increases the premium of, any insurance then in force with respect thereto. Borrower shall not commit, permit or suffer to exist any act or omission, including any use or occupancy of, or activity at or on, the Property, which affords or is reasonably likely to afford any Governmental Authority the right of forfeiture as against the Property, or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.

(b) Borrower will use commercially reasonable efforts to preserve, protect, renew, extend and retain all requisite rights, powers, authority, privileges and franchises to carry on its business and to own and operate the Property in accordance with the Leases, the Permitted Encumbrances and otherwise in accordance with this Agreement, and all other material rights and privileges granted for or applicable to the Property, in each case, in all material respects; provided, however, that notwithstanding the foregoing, in no event shall Borrower be in breach of this sentence of this Section 4.3(b) if Net Lease Tenant is otherwise required to comply with the same or similar requirements by the terms of the Net Lease and Borrower has made reasonable efforts, and continues to make reasonable efforts, to force Net Lease Tenant to comply with such terms of the Net Lease. Borrower will not initiate or knowingly permit any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property. Borrower shall not use or knowingly permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other applicable Law. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or knowingly permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default exists.

(c) Without Administrative Agent’s prior written approval, and subject to the consent of Required Lenders, as to parties, terms and all other matters, Borrower shall not apply for or accept any PACE Financing. Borrower will not impose any easement, restrictive covenant or encumbrance upon the Property, execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, in each case that could reasonably be expected to have a material adverse effect on any Individual Property, without the prior written consent of Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed so long as no Event of Default exists. Without the prior written consent of Administrative Agent, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof; provided, however, so long as no Event of Default exists, Administrative Agent’s prior written consent shall not be required in connection with the foregoing to the extent required by a Governmental Authority.

(d) Borrower will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment (including

PAGE 25

software embedded therein) and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid. Within forty-five (45) days after the filing of any mechanic’s lien or other lien or encumbrance against the Property, Borrower will or will cause Net Lease Tenant to promptly discharge the same by payment or recording a bond or otherwise as permitted by Law. Borrower shall give Administrative Agent notice of any default under any lien or encumbrance and notice of any foreclosure or threat of foreclosure with respect to any of the Property promptly after becoming aware of same. ▇▇▇▇▇▇▇▇ agrees that it shall indemnify and hold Administrative Agent and Lenders harmless against any loss or liability, cost or expense, including any judgments, attorneys’ fees and costs, costs of appeal bonds and printing costs, arising out of or relating to any proceeding instituted by any claimant alleging priority over the lien of the Mortgages.

4.4 Property Management. Except for subsection (d)(i) below, the terms and conditions of this Section 4.4 shall not apply unless and until a Management Agreement is in full force and effect, without any obligation that Borrower enter into a Management Agreement.

(a) Borrower shall (i) promptly perform and observe all of the material covenants required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Administrative Agent of any material default under the Management Agreement; (iii) promptly deliver to Administrative Agent a copy of any notice of material default received by Borrower under the Management Agreement; (iv) promptly give notice to Administrative Agent of any notice that ▇▇▇▇▇▇▇▇ receives which indicates that the Manager is terminating the Management Agreement or that the Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce in a commercially reasonable manner the performance and observance of all of the material covenants required to be performed and observed by the Manager under the Management Agreement.

(b) If at any time, (i) the Manager is the subject of any petition, case, proceeding or other action pursuant to any Debtor Relief Law; (ii) an Event of Default is then continuing; (iii) a default has occurred and is continuing under the Management Agreement; or (iv) the Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds, Borrower shall, at the written request of Administrative Agent, promptly terminate the Management Agreement upon no more than thirty (30) days prior written notice to the Manager and, if Borrower so elects, replace the Manager with a Manager approved by Administrative Agent on terms and conditions otherwise approved in writing by Administrative Agent (such approval not to be unreasonably withheld so long as no Event of Default is then continuing), it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates for commercial properties in the state in which the Property is located.

(c) Borrower shall not surrender, terminate or cancel the Management Agreement or otherwise replace Manager, or enter into any other management agreement with respect to the Property, (i) without the prior written consent of Administrative Agent

PAGE 26

(which consent shall not be unreasonably withheld, conditioned or delayed so long as an Event of Default is not continuing); provided, however, and notwithstanding anything to the contrary herein, Borrower shall be permitted to terminate the Management Agreement pursuant to any of its rights under the Management Agreement without the consent of (but with notice to) Administrative Agent and (ii) with respect to any replacement Manager or new management agreement, only if Borrower and Manager shall execute and deliver to Administrative Agent a manager subordination agreement in form and substance reasonably satisfactory to Administrative Agent.

(d) Borrower shall not, without the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed so long as an Event of Default is not continuing): (i) enter into any management agreement with respect to the Property, (ii) increase or consent to the increase of the amount of any charges under the Management Agreement; (iii) modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement, in each case, in any material respect; or (iv) otherwise amend or consent to the amendment of the terms of the Management Agreement in any material respect. In addition to the foregoing, Borrower shall ensure that Manager shall not handle or have any access to any Rents or any other revenue, income or amounts from the Property and Borrower shall have in place a professional procedure to make sure such prohibition is complied with.

4.5 Inspection. Administrative Agent and its agents may enter upon the Property to inspect the Property during normal business hours, upon reasonable advance notice to Borrower and subject to the rights of tenants and reasonable and customary safety rules and regulations, unless Administrative Agent reasonably deems such inspection is an emergency, in which event Borrower shall provide Administrative Agent and its agents with immediate access to the Property, subject to the rights of tenants. Borrower will furnish to Administrative Agent and its agents, for inspection and copying, all books, records and other documents and information in ▇▇▇▇▇▇▇▇’s possession or that ▇▇▇▇▇▇▇▇ has the right to obtain under any Lease that Administrative Agent may reasonably request from time to time. To the extent that an Event of Default exists or Administrative Agent reasonably believes that a Default has occurred, reasonable costs for such inspection shall be borne by Borrower.

4.6 Real Property Taxes.

(a) Borrower will pay, or cause Net Lease Tenant to pay, all Real Property Taxes before any penalty (other than non-delinquent interest) accrues thereon or any lien is imposed against any Individual Property as a result of such failure. Notwithstanding the foregoing, subject to and without limiting Net Lease Tenant’s right (if any) to contest as set forth in and in accordance with the Net Lease (provided, that, upon Borrower receiving any written notice from Net Lease Tenant of its election to so contest, Borrower shall promptly deliver such notice to Administrative Agent), so long as no Event of Default shall have occurred and be continuing, Borrower shall have the right to challenge or appeal any Real Property Taxes so long as (a) Borrower shall or cause Net Lease Tenant to prosecute such challenge or appeal in good faith, at its own expense and by appropriate legal proceedings, (b) Administrative Agent shall have received assurance reasonably

PAGE 27

satisfactory to Administrative Agent that (i) such contest will not result in the imposition of any civil or criminal liability or penalty, (ii) either Borrower or Net Lease Tenant shall have paid such Real Property Taxes in full or such contest shall suspend the payment and collection thereof by and from Borrower and/or Net Lease Tenant and the Property, and (iii) the Property would not be in any danger of being sold, forfeited or lost in any respect, nor would the value or use of the Property be impaired or curtailed, as a result of such contest or deferral of payment, (c) unless such Real Property Taxes shall have been paid in full, Borrower shall or shall have caused Net Lease Tenant to have furnished such security as may be required in the proceeding or as may be reasonably requested by Administrative Agent, to insure the cost of compliance, including all interest and penalties in connection therewith, which security shall not be less than one hundred and ten percent (110%) of the maximum liability of Borrower as reasonably determined by Administrative Agent, (d) promptly after such challenge or appeal, and in any event on or prior to the date that payment is required under applicable Law, Borrower or Net Lease shall pay any such Real Property Taxes, fees, penalties, interest and other sums determined to be payable and (e) such challenge or appeal is made and performed in accordance with applicable Laws.

(b) Subject to ▇▇▇▇▇▇▇▇’s right to contest set forth in Section 4.6(a) and Net Lease Tenant’s right to contest (if any) set forth in the Net Lease, Borrower shall furnish to Administrative Agent upon written request, receipts for the payment of Real Property Taxes within five (5) days after receipt from Net Lease Tenant pursuant to the Net Lease or other receipt thereof. If Borrower shall fail to pay (or cause Net Lease Tenant to pay) any Real Property Taxes in accordance with this Section 4.6 (subject to Borrower’s right to contest set forth in Section 4.6(a) and Net Lease Tenant’s right to contest (if any) set forth in the Net Lease), in addition to all other rights and remedies of Administrative Agent and Lenders, Administrative Agent shall have the right, but shall not be obligated, to pay Real Property Taxes, and Borrower shall repay same to Administrative Agent within ten (10) days after demand, with interest thereon at the Default Rate accruing from the date such advance is due to be repaid by Borrower to the date of repayment, and such amount shall constitute a portion of the Obligations secured by the Mortgage.

4.7 Insurance.

(a) Borrower shall obtain and maintain or cause Net Lease Tenant to obtain and maintain at Borrower’s or Net Lease Tenant’s sole expense: (i) property insurance with respect to all insurable Property, against loss or damage by fire, lightning, windstorm, explosion, hail, tornado and such additional hazards as are presently included in “Special Form” (also known as “all-risk”) coverage and against any and all acts of terrorism, in an amount not less than 100% of the full replacement cost, including the cost of debris removal, without deduction for depreciation and sufficient to prevent Borrower and Administrative Agent from becoming a coinsurer, such insurance to be in “builder’s risk” completed value (non‑reporting) form during and with respect to any construction on the Property if not covered under property policy; (ii) if and to the extent Subsection (b) of this Section applies, a flood insurance policy in accordance with Subsection (b) below; (iii) general liability insurance, on an “occurrence” basis, against claims for “personal injury” liability, including bodily injury, death or property damage liability, for the benefit of ▇▇▇▇▇▇▇▇ as insured and Administrative Agent as additional insured; (iv) statutory

PAGE 28

workers’ compensation insurance with respect to any work on or about the Property (including employer’s liability insurance, if required by Administrative Agent), covering all employees of Borrower if applicable and any contractor; (v) if there is a general contractor, commercial general liability insurance, including products and completed operations coverage, and in other respects similar to that described in clause (iii) above, for the benefit of the general contractor as named insured and Borrower and Administrative Agent as additional insureds, in addition to statutory workers’ compensation insurance with respect to any work on or about the Property (including employer’s liability insurance, if required by Administrative Agent), covering all employees of the general contractor and any contractor; and (vi) such other insurance on the Property and endorsements as may from time to time be reasonably required by Administrative Agent (including soft cost coverage, automobile liability insurance, business interruption insurance or delayed rental insurance, boiler and machinery insurance, earthquake insurance, wind insurance, volcano insurance, sinkhole coverage, and/or permit to occupy endorsement) and against other insurable hazards or casualties which at the time are commonly insured against in the case of premises similarly situated, due regard being given to the height, type, construction, location, use and occupancy of buildings and improvements. All insurance policies shall be issued and maintained by insurers, in amounts, with deductibles, limits and retentions, and in forms reasonably satisfactory to Administrative Agent, and shall require not less than ten (10) days’ prior written notice to Administrative Agent of any cancellation for nonpayment of premiums, and not less than thirty (30) days’ prior written notice to Administrative Agent of any other cancellation or any change of coverage. All insurance companies must be qualified, authorized, or licensed to do business in the state in which the Property is located and must have an A.M. Best Company financial and performance ratings of A-:IX or better. All insurance policies maintained, or caused to be maintained, with respect to the Property, except for general liability insurance, shall provide that each such policy shall be primary without right of contribution from any other insurance that may be carried by Borrower or Administrative Agent and that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. If any insurer which has issued a policy of title, hazard, liability or other insurance required pursuant to this Agreement or any other Loan Document becomes insolvent or the subject of any petition, case, proceeding or other action pursuant to any Debtor Relief Law, or if in Administrative Agent’s reasonable opinion the financial responsibility of such insurer is or becomes inadequate, Borrower shall, in each instance promptly upon its discovery thereof or upon the written request of Administrative Agent therefor, and at Borrower’s expense, promptly obtain and deliver to Administrative Agent a like policy (or, if and to the extent permitted by Administrative Agent, reasonably acceptable evidence of insurance) issued by another insurer, which insurer and policy meet the requirements of this Agreement or such other Loan Document, as the case may be. Without limiting the discretion of Administrative Agent with respect to required endorsements to insurance policies, all such policies for loss of or damage to the Property shall contain a standard mortgagee “Loss Payee” clause (without contribution) and “Mortgagee” clause (if applicable) naming Administrative Agent as “Loss Payee” and “Mortgagee” clause (if applicable) with loss proceeds payable to Administrative Agent notwithstanding (A) any act, failure to act or negligence of or violation of any warranty, declaration or condition contained in any such policy by any named or additional insured;

PAGE 29

(B) the occupation or use of the Property for purposes more hazardous than permitted by the terms of any such policy; (C) any foreclosure or other action by Administrative Agent under the Loan Documents; or (D) any change in title to or ownership of the Property or any portion thereof, such proceeds to be held for application as provided in the Loan Documents. Borrower shall pay all premiums on policies required hereunder as they become due and payable. If any loss occurs at any time when ▇▇▇▇▇▇▇▇ has failed to perform Borrower’s covenants and agreements in this paragraph with respect to any insurance payable because of loss sustained to any part of the Property whether or not such insurance is required by Administrative Agent, Administrative Agent shall nevertheless be entitled to the benefit of all insurance covering the loss and held by or for Borrower, to the same extent as if it had been made payable to Administrative Agent.

(b) This Subsection applies if and to the extent any portion of the Improvements or any other structure, are or in the future may be, under the Flood Insurance Laws, in a Special Flood Hazard Area. Borrower shall obtain and maintain at Borrower’s sole expense, a flood insurance policy on the Improvements and, if applicable, any such other structure in an amount required by Administrative Agent, but in no event less than the amount sufficient to meet the requirements of applicable Law, as such requirements may from time to time be in effect. If applicable, the flood insurance policy shall be obtained as a condition to closing of the Loan. In addition to the foregoing, Borrower shall obtain and maintain at Borrower’s expense, a flood insurance policy on any building materials and supplies and any personal property contents owned by Borrower, as soon as a flood insurance policy on such building materials, supplies and contents can be obtained, to the extent Administrative Agent and Lenders take a security interest in such building materials, supplies, and/or personal property contents, in an amount reasonably required by Administrative Agent, but in no event less than the amount sufficient to meet the requirements of applicable Law, as such requirements may from time to time be in effect.

(c) Borrower shall promptly deliver to Administrative Agent evidence reasonably satisfactory to Administrative Agent of the timely payment of all premiums on the policies required hereunder. The original certificates thereof and such evidence of insurance as may be reasonably acceptable to Administrative Agent) shall be delivered to Administrative Agent, with all premiums paid fully current, at least ten (10) days before the termination of the policy it renews or replaces.

(d) Administrative Agent may retain, at Borrower’s sole expense, an independent insurance consultant to evaluate the sufficiency of the insurance to be carried by Borrower pursuant to this Section and to advise Administrative Agent with respect to such other insurance as may be necessary and prudent to protect the Lenders’ security for repayment of the Loan; provided, however, that, so long as no Event of Default shall have occurred and be continuing, Borrower shall only be obligated to pay for such independent evaluation one (1) time per calendar year.

(e) Administrative Agent shall have the right (but not the obligation) to make proof of loss for, settle and adjust any claim under, and receive all Insurance Proceeds for loss of or damage to the Property for losses exceeding $5,000,000, regardless of whether the applicable insurance policies are required by Administrative Agent. Administrative

PAGE 30

Agent shall not be, under any circumstances, liable or responsible for failure to collect or exercise diligence in the collection of any such proceeds or for the obtaining, maintaining or adequacy of any insurance or for failure to see to the proper application of any amount paid over to Borrower. Any Insurance Proceeds received by Borrower or Administrative Agent shall be applied as provided in Sections 4.8 and 4.10. Regardless of the application of any Insurance Proceeds, the unpaid portion of the Indebtedness and other Obligations shall remain in full force and effect and the payment thereof shall not be excused. Borrower shall at all times comply with the requirements of the insurance policies required hereunder and of the issuers of such policies and of any board of fire underwriters or similar body as applicable to or affecting the Property.

(f) Upon any foreclosure of the Mortgage or transfer of title to the Property in extinguishment of the whole or any part of the Obligations, all of Borrower’s right, title and interest in and to all Insurance Proceeds payable thereunder shall vest thereupon in the purchaser at foreclosure or such other transferee, to the extent permissible under such policies.

(g) Administrative Agent shall have the right (but not the obligation) to make proof of loss for, settle and adjust any claim under, and receive the proceeds of, all insurance for loss of or damage to the Property for claims exceeding $5,000,000, regardless of whether or not such insurance policies are required by Administrative Agent, and the expenses incurred by Administrative Agent, including reasonable attorneys’ fees, in the adjustment and collection of Insurance Proceeds shall be a part of the Indebtedness and shall be due and payable to Administrative Agent on demand. Administrative Agent shall not be, under any circumstances, liable or responsible for failure to collect or exercise diligence in the collection of any of such proceeds or for the obtaining, maintaining or adequacy of any insurance or for failure to see to the proper application of any amount paid over to Borrower. Any proceeds of insurance policies received by Administrative Agent shall, after deduction therefrom of all expenses incurred by Administrative Agent, including reasonable attorneys’ fees, at Administrative Agent’s option be (1) released to Borrower, or (2) applied (upon compliance with such terms and conditions as may be required by Administrative Agent) to repair or restoration, either partly or entirely, of the Property so damaged, or (3) applied to the payment of the Indebtedness and other Obligations in such order and manner as Administrative Agent, in its sole discretion, may elect, whether or not due. In any event, the unpaid portion of the Indebtedness and other Obligations shall remain in full force and effect and the payment thereof shall not be excused. Borrower shall at all times comply with the requirements of the insurance policies required hereunder and of the issuers of such policies and of any board of fire underwriters or similar body as applicable to or affecting the Property.

(h) Notwithstanding anything to the contrary herein, ▇▇▇▇▇▇▇▇’s obligation to maintain the insurance coverage on the Properties required in this Section 4.7 shall be suspended to the extent (i) the entirety of each Individual Property is subject to an Net Lease, (ii) Net Lease Tenant maintains all insurance required under such Net Lease, provided that, if Net Lease Tenant provides any such insurance through insurance policies, Administrative Agent shall be named as a mortgagee/loss payee/additional insured on each such insurance policy, (iii) Borrower shall have provided to Administrative Agent evidence

PAGE 31

reasonably satisfactory to Administrative Agent that the Net Lease Tenant under the Net Lease maintains in full force and effect the insurance described in clause (ii) above and (iv) to the extent such Net Lease requires the landlord thereunder to maintain any of the insurance required thereunder, Borrower maintains same (collectively, the “Net Lease Insurance Conditions”).

(i) If, at any time and from time to time during the term of this Agreement, the Net Lease Insurance Conditions are not satisfied, Borrower shall obtain, at Borrower’s sole cost and expense, insurance as required by this Section 4.7 which shall either be (x) primary insurance coverage in the event that the Net Lease Tenant does not provide the applicable insurance coverage required in the applicable Net Lease or (y) excess and contingent insurance coverage, over and above any other valid and collectible coverage provided by Net Lease Tenant then in existence, in either case as shall be necessary to bring the insurance coverage for the Properties into full compliance with all of the terms and conditions of this Section 4.7;.

4.8 Damage or Destruction.

(a) Promptly, and in any case within five (5) Business Days after obtaining actual knowledge of the occurrence thereof, Borrower shall notify Administrative Agent of any material fire or other Casualty with respect to any portion of the Property or the common elements under the Condominium Documents. Such notice also shall generally describe the nature and extent of such Casualty and, if feasible, set forth Borrower’s best preliminary estimate of the cost of Restoration.

(b) Subject to the Net Lease, Administrative Agent shall be entitled to receive all Insurance Proceeds payable with respect to the Property on account of a Casualty. Subject to the Net Lease, Borrower hereby irrevocably assigns, transfers and sets over to Administrative Agent all rights of Borrower to any such Insurance Proceeds. Subject to the rights of Net Lease Tenant under the Net Lease, Borrower hereby irrevocably authorizes and empowers Administrative Agent, in the name of Borrower or otherwise, to file for and prosecute in its own name what would otherwise be ▇▇▇▇▇▇▇▇’s claim for any such Insurance Proceeds. Notwithstanding the foregoing and subject to the rights of Net Lease Tenant under the Net Lease, so long as no Event of Default shall have occurred and shall then be continuing and provided Borrower promptly files all claims and diligently prosecutes same, Borrower shall have the right to file, adjust, settle and prosecute any claim for such Insurance Proceeds and to apply the same to reconstruction of the portion of the Property damaged by such Casualty; provided, however, that Borrower shall not agree to any adjustment or settlement of any such claim payable with respect to a Casualty the Insurance Proceeds with respect to which are equal to or greater than $1,000,000 on a per Individual Property basis without Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default exists.

(c) In the case of any Casualty with respect to which the Insurance Proceeds payable are equal to or less than $5,000,000 (the “Casualty Proceeds Deposit Threshold”), provided no Event of Default shall have occurred and be continuing, the Net Casualty

PAGE 32

Proceeds shall be held by ▇▇▇▇▇▇▇▇. In the case of any Casualty with respect to which the Insurance Proceeds are greater than the Casualty Proceeds Deposit Threshold, then (i) so long as the Net Lease, that requires Net Casualty Proceeds up to and including the Casualty Proceeds Deposit Threshold to be held by Borrower and applied in accordance with the Net Lease, is in full force and effect, the amount of Net Casualty Proceeds up to and including the Casualty Proceeds Deposit Threshold shall be held by Borrower to be applied in accordance with the Net Lease and any amount in excess of such threshold shall, as determined by Administrative Agent, be (x) held by Administrative Agent in an Eligible Account or (y) deposited in to the Borrower’s Casualty Account and otherwise disbursed to Net Lease Tenant in accordance with the terms of the Net Lease, and (ii) in the event that any such Net Lease is not in full force and effect, the amount of Net Casualty Proceeds up to and including the Casualty Proceeds Deposit Threshold shall be held by Borrower and any amount in excess of such threshold shall, as determined by Administrative Agent, be (x) held by Administrative Agent in an Eligible Account or (y) deposited in the Borrower’s Casualty Account and disbursed to Borrower upon satisfaction of the Release Conditions. Within seven (7) days after demand by Administrative Agent after a Casualty with respect to which the Insurance Proceeds payable exceed the Casualty Proceeds Deposit Threshold, Borrower shall establish the Borrower’s Casualty Account with Administrative Agent, unless Borrower has already done so, and shall fund such Net Casualty Proceeds into such account. Such account shall be governed by all of the terms and provisions applicable to a Borrower’s Casualty Account under this Agreement. All interest (if any) earned on sums on deposit in the Borrower’s Casualty Account shall be credited to such account. Borrower hereby assigns and pledges to Administrative Agent, for the ratable benefit of Lenders, and grants to Administrative Agent and Lenders, a first-priority security interest in and lien on the Borrower’s Casualty Account and all amounts from time to time held in or credited to the Borrower’s Casualty Account, and any proceeds thereof, as security for Borrower’s Obligations. Subject to the terms and conditions of this Section and the other provisions of the Loan Documents, the Borrower’s Casualty Account shall be subject to the sole dominion, control and discretion of Administrative Agent, but Administrative Agent shall have no fiduciary duty with respect to such account or any funds on deposit therein. Notwithstanding the foregoing, or anything else herein to the contrary (except to the extent required otherwise by the terms of the Net Lease), all proceeds of business interruption/rent loss insurance may be collected by and shall be paid to Administrative Agent and applied in accordance with Section 4.8(h).

(d) As applicable, (x) Administrative Agent shall disburse Net Casualty Proceeds to Borrower or (y) Borrower shall be permitted to withdraw Net Casualty Proceeds from the Borrower’s Casualty Account, in either case, upon satisfaction of the applicable Release Conditions set forth in Subsection 4.8(e)(i), or otherwise with Administrative Agent’s written consent, which may be by e-mail and be granted in Administrative Agent’s sole and absolute discretion. Under no circumstance may funds be withdrawn from the Borrower’s Casualty Account without the prior written consent of Administrative Agent and if funds are withdrawn from the Borrower’s Casualty Account in a larger amount than is approved by Administrative Agent, Borrower shall promptly return the excess to the Borrower’s Casualty Account upon request by Administrative Agent. Borrower shall, at its sole cost and expense, promptly commence and diligently and continuously perform to completion the Restoration in a good and workmanlike

PAGE 33

manner and in compliance with all applicable Laws and Requirements, whether or not Borrower shall have satisfied the applicable Release Conditions in order to cause the Net Casualty Proceeds to be made available for such Restoration and whether or not such Insurance Proceeds on account of the Casualty shall be sufficient for such purpose.

(e)

(i) As applicable (x) Administrative Agent shall disburse Net Casualty Proceeds to Borrower or (y) Administrative Agent shall grant consent to Borrower, which may be by e-mail, to withdraw Net Casualty Proceeds from the Borrower’s Casualty Account, in either case, to pay costs of the Restoration if the following conditions are satisfied (each a “Release Condition” and collectively, the “Release Conditions”):

(A) no monetary Default or any Event of Default shall have occurred and be continuing;

(B) Borrower shall have delivered to Administrative Agent within sixty (60) days after the occurrence of the Casualty, a notice of ▇▇▇▇▇▇▇▇’s desire to undertake the Restoration;

(C) Borrower shall have demonstrated to the reasonable satisfaction of Administrative Agent that the Restoration can be completed prior to the earlier of (1) the date that is six (6) months prior to the extended Maturity Date; provided, it is reasonably expected Borrower will be able to extend, or else, six (6) months prior to the then-current Maturity Date or (2) the date of repair or restoration as may be required by applicable Law and Requirements;

(D) Borrower shall have demonstrated to the reasonable satisfaction of Administrative Agent that sufficient funds are available to Borrower through rent and/or business interruption insurance maintained pursuant to Section 4.7, cash, and/or a letter of credit or other similar cash-equivalent security reasonably satisfactory to Administrative Agent as to form, content and issuer, and which shall be for the benefit of Administrative Agent, to pay all Obligations and all operating expenses (other than those payable by tenants under Leases that are not in default) with respect to the Property during the period reasonably estimated by Borrower as necessary for the completion of the Restoration;

(E) [intentionally omitted];

(F) To the extent, in Administrative Agent’s reasonable judgment, the Net Casualty Proceeds are insufficient to pay the costs of the Restoration, Borrower shall have provided Administrative Agent with a letter of credit, cash deposit or similar equivalent security in the amount of such deficiency in form, content and issuer satisfactory to Administrative Agent;

(G) [intentionally omitted];

PAGE 34

(H) Administrative Agent shall have received certificates of insurance, copies of insurance policies or other evidence reasonably satisfactory to Administrative Agent that the insurance coverage required hereunder, including insurance with respect to such Casualty, is in full force and effect in accordance with the terms hereof and shall remain in effect during the course of the Restoration (subject to normal annual renewals);

(I) Administrative Agent shall have received a budget and Plans and Specifications for the Restoration approved by Administrative Agent in its reasonable discretion; and

(J) Prior to Administrative Agent’s release of any Net Casualty Proceeds to Borrower, the following information and documentation shall have been obtained by Borrower, at Borrower’s expense, and submitted to Administrative Agent, which information and documentation shall be in form and substance reasonably satisfactory to Administrative Agent:

(I) A Draw Request, accompanied by billing statements, vouchers or invoices, which Draw Request shall be deemed to ratify and confirm and expressly warrant, that the work with respect to which the Net Casualty Proceeds are requested has been substantially performed in accordance with the approved Plans and Specifications for the Restoration;

(II) Evidence that all invoices for labor and materials previously submitted by Borrower and approved by Administrative Agent and reimbursed from Net Casualty Proceeds have been paid, except for those that are the subject of the current Draw Request;

(III) Lien waivers for all payees under previous Draw Requests;

(IV) A report from ▇▇▇▇▇▇▇▇’s architect or, if Administrative Agent shall elect, Administrative Agent’s consultant, which shall specify the percentage of completion of the Restoration, shall provide detailed comments on specific work performed since the date of the last such report, and, if required by Administrative Agent, an estimate of the cost to complete the Restoration after taking into account the work then completed;

(V) At the request of Administrative Agent, a Title Insurance Report;

(VI) Copies of the agreements pursuant to which the Restoration shall be done, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, and which also shall be reasonably satisfactory to Administrative Agent as to the party performing the construction obligations thereunder;

(VII) Written consents by parties to any general construction contracts, architect/design contracts and other material contracts consenting

PAGE 35

to the assignment of such contracts pursuant to the Mortgage (which may be included in any such contract) and/or will-serve agreements in favor of Administrative Agent in form reasonably satisfactory to it from such contractors, architects or designers; and

(VIII) Such other information and documentation as Administrative Agent may reasonably request regarding the Improvements and the Restoration and the cost thereof.

(ii) Any Net Casualty Proceeds which Borrower is permitted to hold shall be used and applied in accordance with the conditions of this Section 4.8 except to the extent the terms of a Net Lease require otherwise.

(f) If a Net Lease, that requires Net Casualty Proceeds up to and including the Casualty Proceeds Deposit Threshold to be held by Borrower and applied in accordance with such Net Lease is in default or is not in full force and effect and if an Event of Default shall have occurred and be continuing, the Release Condition set forth in Section 4.8(e)(i)(B) hereof is not satisfied within the period set forth therein, or one or more of the other Release Conditions set forth in Section 4.8(e)(i)(C) through (I) above are not satisfied within one hundred and eighty (180) days of the occurrence of any Casualty, then all Net Casualty Proceeds shall be applied in accordance with Section 4.10. If an Event of Default shall have occurred and be continuing, Borrower shall not be permitted (without the consent of Administrative Agent) to withdraw the requested Net Casualty Proceeds until such time, if any, as such Event of Default does not exist (and the other Release Conditions are satisfied).

(g) All expenses reasonably incurred by Administrative Agent in connection with a Casualty in seeking, adjusting or collecting any Insurance Proceeds, and in making any Net Casualty Proceeds available for the Restoration (including the fees of any insurance consultant or adjuster, the fees of Administrative Agent’s construction consultants and inspectors, and reasonable attorneys’ fees) shall be a part of the Indebtedness and shall be due and payable to Administrative Agent within thirty (30) days after demand. Any Net Casualty Proceeds remaining after the Restoration and the payment in full of all costs incurred in connection with the Restoration, in Administrative Agent’s sole discretion, either will be released by Administrative Agent to Borrower or applied as a mandatory prepayment of the Loan.

(h) Business interruption/rent loss insurance proceeds of Borrower shall be deposited into the Borrower’s Casualty Account and then into the Cash Management Account (to the extent previously opened or promptly after such account is opened pursuant to the notice period set forth in Section 1.10.1(a)) to be used as provided in Section 1.10.2(c), until such time as (a) the Restoration shall have been fully completed in accordance with this Agreement, (b) no monetary Default or any Event of Default shall exist, and (c) no Cash Sweep Period shall exist.

(i) So long as a Net Lease is in full force and effect, to the extent there is an inconsistency between the terms and conditions contained in the applicable Net Lease and

PAGE 36

the terms and conditions of this Agreement or the other Loan Documents as to the matters covered by this Section 4.8, the terms and conditions of the applicable Net Lease shall control.

4.9 Condemnation Affecting the Property.

(a) Promptly, and in any case within five (5) Business Days after obtaining actual knowledge of the occurrence thereof, Borrower shall notify Administrative Agent of any Condemnation or the commencement of any proceedings or negotiations which might result in a Condemnation. Such notice shall generally describe the nature and extent of such Condemnation or the nature of such proceedings or negotiations which might result therefrom. Subject to the Net Lease, Administrative Agent shall be entitled hereunder to all Condemnation Awards. Subject to the rights of Net Lease Tenant under the Net Lease, Borrower hereby irrevocably assigns, transfers and sets over to Administrative Agent all rights of Borrower to any and all Condemnation Awards and irrevocably authorizes and empowers Administrative Agent, in the name of Borrower or otherwise, to collect and receipt for any such Condemnation Award and delegates to Administrative Agent the right to file and prosecute any and all claims for such Condemnation Awards and to participate in any and all hearings, trials and appeals in connection with a Condemnation on behalf of ▇▇▇▇▇▇▇▇. Subject to the rights of Net Lease Tenant under the Net Lease, Administrative Agent may participate in such proceedings or negotiations and Borrower will deliver or cause to be delivered to Administrative Agent all instruments reasonably requested by Administrative Agent to permit such participation; provided, however, that Administrative Agent shall be under no obligation to question the amount of any Condemnation Award. Subject to the rights of Net Lease Tenant under the Net Lease, it is hereby expressly agreed that the same shall not be necessary, and in any event, Borrower shall, upon demand of Administrative Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any Condemnation Award to Administrative Agent, free and clear of any encumbrances of any kind or nature whatsoever. Administrative Agent may be represented by counsel satisfactory to it at the reasonable expense of ▇▇▇▇▇▇▇▇. All reasonable expenses incurred by Administrative Agent in connection with any Condemnation and seeking and obtaining any Condemnation Award (including reasonable attorneys’ fees and reasonable fees of any appraiser or other consultant) shall be a part of the Indebtedness and shall be due and payable to Administrative Agent upon demand.

(b) Subject to the rights of Net Lease Tenant under the Net Lease, all Net Restoration Awards shall be held, at Administrative Agent’s election, in the Borrower’s Casualty Account. Subject to the rights of Net Lease Tenant under the Net Lease, Borrower shall (or shall cause Net Lease Tenant to), at its or Net Lease Tenant’s sole cost and expense, promptly commence and diligently and continuously perform to completion the Restoration in a good and workmanlike manner and in compliance with all applicable Laws and Requirements, whether or not Borrower shall have satisfied the Release Conditions in order to cause the Net Restoration Awards to be made available for such Restoration and whether or not such Net Restoration Awards shall be sufficient for such purpose.

PAGE 37

(c) All Net Restoration Awards which are required by the terms of this Agreement to be held in the Borrower’s Casualty Account shall be administered, applied and used as follows:

(i) If the Release Conditions are satisfied, and the Condemnation is not a Material Condemnation, all Net Restoration Awards shall be applied to pay the cost of Restoration, such application to be effected in the same manner and subject to the conditions provided in Section 4.8(d) with respect to Net Casualty Proceeds. Any Net Restoration Awards remaining after the Restoration and the payment in full of all costs incurred in connection with the Restoration, in Administrative Agent’s sole discretion, either will be distributed by Administrative Agent to Borrower or applied as a mandatory prepayment of the Loan.

(ii) If the Condemnation is a Material Condemnation, or one or more of the Release Conditions are not satisfied, all Net Restoration Awards shall be applied in accordance with Section 4.10.

(iii) In the case of a Condemnation for temporary use, subject to the terms of the Net Lease, any Net Restoration Awards shall be deposited and applied in the same manner and subject to the conditions provided in Section 4.8(h) with respect to business interruption/rent loss Insurance Proceeds.

(d) So long as a Net Lease is in full force and effect, to the extent there is an inconsistency between the terms and conditions contained in the applicable Net Lease and the terms and conditions of this Agreement or the other Loan Documents as to the matters covered by this Section 4.9, the terms and conditions of the applicable Net Lease shall control.

4.10 Application of Proceeds of Casualty or Condemnation to Loan; Partial Loan Repayment. Upon a Casualty, if the disposition of the Net Casualty Proceeds is governed by Section 4.8(e) or upon a Condemnation, if the disposition of the Net Restoration Awards is governed by Section 4.9(c)(ii), at the option of Administrative Agent, the Administrative Agent may require payment by Borrower of the Release Price applicable to the affected Individual Property within one hundred eighty (180) days after written notice from Administrative Agent to Borrower. Regardless of whether Administrative Agent shall so elect as aforesaid, Administrative Agent shall have the option to (a) make available the Net Casualty Proceeds or the Net Restoration Awards, as the case may be, to Borrower for Restoration in the manner provided in Section 4.8(d) or (b) apply the Net Casualty Proceeds and/or the Net Restoration Awards to the Obligations, in such order and manner as Administrative Agent determines, as the case may be. So long as a Net Lease is in full force and effect, to the extent there is an inconsistency between the terms and conditions contained in the applicable Net Lease and the terms and conditions of this Agreement or the other Loan Documents as to the matters covered by this Section 4.10, the terms and conditions of the applicable Net Lease shall control.

PAGE 38

4.11 Compliance with Law and Requirements. Borrower shall preserve in force all requisite zoning, utility, building, health, environmental and operating permits from all Governmental Authorities having jurisdiction over the Property, and preserve and maintain all other rights, privileges and franchises necessary to own and operate the Property in accordance with applicable Law and Requirements in all material respects; provided, that notwithstanding the foregoing, in no event shall Borrower be in breach of this sentence of Section 4.11 if Net Lease Tenant under the Net Lease is otherwise required to comply with the same or similar requirements by the terms of the Net Lease and Borrower has made reasonable efforts upon obtaining actual knowledge of a breach thereof, and continues to make reasonable efforts, to force Net Lease Tenant to comply with such terms of the Net Lease. Borrower shall comply in all material respects with all applicable Laws and Requirements affecting the Property, including the use, operation, occupancy, maintenance and other activity thereof or thereon; provided, that notwithstanding the foregoing, in no event shall Borrower be in breach of this sentence of Section 4.11 if Net Lease Tenant under the Net Lease is otherwise required to comply with the same or similar requirements by the terms of the Net Lease and Borrower has made reasonable efforts upon obtaining actual knowledge of a breach thereof, and continues to make reasonable efforts, to force Net Lease Tenant to comply with such terms of the Net Lease. Borrower shall furnish Administrative Agent, on demand upon Administrative Agent having a reasonable belief of any non-compliance with any of the foregoing, evidence of compliance with respect thereto that is reasonably satisfactory in all respects to Administrative Agent. Notwithstanding the foregoing, Borrower shall have the right to challenge or appeal any such Law or Requirement so long as (a) Borrower shall prosecute such challenge or appeal in good faith, at its own expense and by appropriate legal proceedings, (b) Administrative Agent shall have received assurance reasonably satisfactory to Administrative Agent that (i) such contest is not reasonably likely to result in the imposition of any civil or criminal liability or penalty, and (ii) the Property would not be in any danger of being sold, forfeited or lost in any material respect, nor would the value or use of the Property be impaired or curtailed in any material respect, as a result of such contest or deferral of compliance, (c) Borrower shall have furnished such security as may be required in the proceeding or as may be reasonably requested by Administrative Agent, to insure the cost of compliance, including all interest and penalties in connection therewith, and (d) such challenge or appeal is made and performed in accordance with applicable Laws and Requirements. Borrower shall comply with the Controlled Substances Act and all applicable anti-money laundering Laws in all material respects.

If Borrower receives a notice or claim from any Person that the Property or any use, operation, occupancy, maintenance or other activity thereof or thereon is not in compliance with any Law or Requirement in any material respect, Borrower will promptly furnish a copy of such notice or claim to Administrative Agent.

4.12 Leasing Requirements. Borrower shall comply with the terms and conditions of Exhibit E with respect to the matters described therein in all material respects.

PAGE 39

4.13 Financial Matters. All reports, statements, plans, budgets, applications, agreements and other data and information heretofore furnished or hereafter to be furnished by or on behalf of Borrower to Administrative Agent in connection with the Loan (including all financial statements and financial information) will be true, correct and complete in all material respects as of their respective dates and will not omit to state any fact or circumstance necessary to make the statements contained therein not misleading in any material respect; provided, however with respect third party reports, the foregoing is subject to ▇▇▇▇▇▇▇▇’s knowledge. For the purposes of this paragraph, “Borrower” shall also include any Person liable directly or indirectly for the Indebtedness or any part thereof and any joint venturer or general partner of Borrower.

4.14 Statement Concerning Note or Mortgage. Not more than twice in any calendar year unless any Event of Defaults exists (in which case the foregoing two times per calendar year restriction shall no longer apply), Borrower shall at any time and from time to time furnish within fifteen (15) days of written request by Administrative Agent a written statement in such form as may be reasonably required by Administrative Agent stating that (a) the Note, this Agreement and the other Loan Documents are valid and binding obligations of Borrower, enforceable against Borrower in accordance with their terms; (b) the Principal Debt; (c) the date to which interest on the Note is paid; (d) the Note, this Agreement and the other Loan Documents have not been released, subordinated or modified; and (e) there are no offsets, counterclaims or defenses against the enforcement of the Note, this Agreement or any other Loan Document. If any of the foregoing statements are untrue, Borrower shall, alternatively, specify the reasons therefor. After written request by ▇▇▇▇▇▇▇▇, Administrative Agent, within fifteen (15) days of such request, shall furnish Borrower with a written confirmation, duly acknowledged and certified, verifying for any Note as of the first of the month of the date of the confirmation, the following with respect to the status and terms of the Loan: percentage ownership of the outstanding principal balance of such Note, the unpaid principal amount of the Loan, the rate of interest of the Loan, accrued and unpaid interest, and default interest, if any; provided, that Administrative Agent shall not be required to deliver such certificates after the Closing Date more frequently than twice in any calendar year.

4.15 Notice to Lenders. Borrower shall, within five (5) Business Days after obtaining actual knowledge of the occurrence of any of the following events, notify Administrative Agent in writing thereof, specifying in each case the action Borrower has taken or will take with respect thereto: (a) any monetary Default or any Event of Default hereunder or under any of the other Loan Documents; (b) any material violation of Law or Requirements, by Guarantor (to the extent such violation is reasonably likely to materially and adversely affect Guarantor’s ability to perform its obligations under the Loan Documents) or Borrower, or any claim or assertion in writing by any Governmental Authority that the Property or Improvements fail to comply with any Law or Requirements in any material respect; (c) any material investigation by any Governmental Authority, or any material litigation, arbitration or other proceeding instituted or threatened in writing against Borrower or any Guarantor or the Property, including without limitation, pursuant to the Controlled Substances

PAGE 40

Act, anti-money laundering Laws, or the Civil Asset Forfeiture Reform Act, and any material development therein; (d) any actual or threatened (in writing) judicial or nonjudicial forfeiture or seizure proceeding or other actual or threatened (in writing) loss affecting the Property or any material portion thereof or interest therein; (e) any labor controversy pending or threatened in writing against Borrower, and any material development in any such labor controversy; (f) any notice received by Borrower with respect to the cancellation, materially adverse alteration or non‑renewal of any insurance coverage maintained with respect to the Property; (g) any lien filed against the Property or any stop notice served on Borrower, excluding liens or stop notices where the amount in question is less than $25,000 individually or in the aggregate (provided, however, for the avoidance of doubt, the foregoing does not affect Borrower’s obligations herein to remove liens filed against the Property); (h) any required permit, license, certificate or approval with respect to the Property lapses or ceases to be in full force and effect; or (i) any material adverse change in, or a material adverse effect upon, the Individual Property or the financial condition, results of operations, business or properties of Borrower or Guarantor.

4.16 Financial Statements.

(a) Borrower shall deliver to Administrative Agent, in form and detail reasonably satisfactory to Administrative Agent the financial statements and other statements and information at the times and for the periods described in Exhibit B attached hereto.

(b) Borrower will keep and maintain full and accurate books and records administered in accordance with sound accounting principles, consistently applied, showing in detail the earnings and expenses of Borrower’s ownership of the Property. All Financial Statements shall be in form and detail reasonably satisfactory to Administrative Agent and shall contain or be attached to the signed and dated written certification of the reporting party in form specified by Administrative Agent to certify that the Financial Statements are furnished to Administrative Agent in connection with the extension of credit by ▇▇▇▇▇▇▇ and constitute a true and correct statement of the reporting party’s financial position. All certifications and signatures on behalf of corporations, partnerships, limited liability companies or other entities shall be by a representative of the reporting party reasonably satisfactory to Administrative Agent. Borrower shall provide, upon Administrative Agent’s reasonable request, convenient facilities for the audit and verification of any such statement. Additionally, Borrower will provide Administrative Agent at ▇▇▇▇▇▇▇▇’s expense with all evidence that Administrative Agent may from time to time reasonably request in writing as to compliance with all provisions of the Loan Documents.

4.17 Reports and Testing. Borrower shall promptly deliver to Administrative Agent upon request copies of all reports, studies, inspections and tests made on or of the Property by or on behalf of Borrower that are in Borrower’s possession (excluding confidential or privileged information, internal work product and memoranda and similar materials), but without representation or warranty as to the accuracy of the contents thereof in the case of third party materials. Borrower

PAGE 41

shall immediately notify Administrative Agent of any report, study, inspection or test that indicates any adverse condition relating to the Property or any such materials that is reasonably likely to have (or that indicates) a material adverse effect on the applicable Individual Property.

4.18 Appraisal. Administrative Agent may obtain from time to time (but not more than once per calendar year), an appraisal of all or any part of the Property prepared in accordance with written instructions from Administrative Agent by a third-party appraiser engaged directly by Administrative Agent. Each such appraiser and appraisal shall be satisfactory to Administrative Agent (including satisfaction of applicable regulatory requirements). The cost of any such appraisal shall be borne by Borrower if such appraisal is the first appraisal in any calendar year and in all events if Administrative Agent obtains such appraisal after the occurrence of an Event of Default. Whenever Borrower is obligated to pay the cost of an appraisal hereunder, such cost is due and payable by Borrower within fifteen (15) days after demand and shall be secured by the Loan Documents. Administrative Agent shall provide a copy of such appraisal to each Lender and to Borrower upon receipt.

In the event Administrative Agent delivers any appraisal to Borrower, Administrative Agent and Lenders do not (a) represent that the presumptions or opinions in any appraisal are relevant or accurate; (b) represent that any appraisal has been or has not been approved by Administrative Agent or any Lender; or (c) represent that Administrative Agent or any Lender endorses or does not endorse the opinions set forth in any appraisal. Borrower agrees that any transmittal by Administrative Agent of any appraisal of the Property to Borrower is given without representation or warranty. Borrower will hold any appraisal delivered by Administrative Agent to Borrower in confidence and will not distribute it to any other person or entity, except Borrower’s affiliates, employees, agents, attorneys, accountants, investors and their respective affiliates, consultants, or unless compelled by Law or judicial proceedings, without Administrative Agent’s prior written consent. Borrower waives any and all present and future claims, actions, causes of action, defenses and/or counterclaims which it may now or hereafter assert against Administrative Agent and any Lender in connection with the accuracy of any such appraisal, Borrower’s use of any such appraisal, and subsequent use of any such appraisal by any third party to whom Borrower provides the appraisal.

4.19 Reporting Compliance. Borrower agrees to use commercially reasonable efforts to comply, in all material respects, with any and all reporting requirements applicable to the Loan which are set forth in any law, statute, ordinance, rule, regulation, order or determination of any governmental authority, including The International Investment Survey Act of 1976, The Agricultural Foreign Investment Disclosure Act of 1978, The Foreign Investment in Real Property Tax Act of 1980 and the Tax Reform Act of 1984 and further agrees upon request of Administrative Agent to furnish Administrative Agent with evidence of such compliance.

4.20 ERISA. As of the date hereof and throughout the term of this Agreement, (a) neither Borrower nor any Guarantor is or will be (i) an “employee benefit plan,” as defined in Section 3(3) of ERISA or (ii) a “plan” within the meaning

PAGE 42

of Section 4975(e) of the Code; (b) no assets of Borrower or any Guarantor constitute or will constitute “plan assets” within the meaning of the United States Department of Labor Regulations set forth in 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA; (c) neither Borrower nor any Guarantor is or will be a “governmental plan” within the meaning of Section 3(32) of ERISA; and (d) no transactions by or with Borrower or any Guarantor are or will be subject to federal, state or local statutes applicable to Borrower or such Guarantor regulating investments of fiduciaries with respect to governmental plans.

4.21 Financial Covenants. Borrower shall comply with the terms and conditions of Section 2 of Exhibit B and shall cause Guarantor to comply with Guarantor’s financial covenants set forth in the Carveout Guaranty.

4.22 Organizational Restrictions.

(a) Borrower shall comply with the terms and conditions of Exhibit P with respect to the matters described therein in all material respects.

(b) Borrower shall conduct business only in its own name (including its trade name or names) and shall not change its name, identity, or type of organization specified in the first paragraph of this Agreement unless Borrower shall have obtained the prior written consent of Administrative Agent. Borrower shall promptly notify Administrative Agent (i) of any change of its organization identification number, or (ii) if Borrower does not now have an organization identification number and later obtains one, of such organizational identification number.

(c) Borrower shall not change the location of its chief executive office or principal place of business unless Borrower (i) shall have given Administrative Agent at least ten (10) Business Days’ prior written notice and (ii) shall have taken all actions necessary or reasonably requested by Administrative Agent to file or amend any UCC financing statement or continuation statement reasonably required to assure perfection and continuation of perfection of security interests under the Loan Documents. ▇▇▇▇▇▇▇▇’s principal place of business and chief executive office is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium of recording including software, writings, plans, specifications and schematics concerning the Property is c/o Fortress Investment Group, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

4.23 Title and Permitted Encumbrances. Borrower shall maintain lawful, good and marketable title to the Property and the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (a) the Permitted Encumbrances, (b) the liens and security interests evidenced by the Mortgage, (c) statutory liens for Real Property Taxes on the Property which are not yet delinquent, and (d) other liens and security interests (if any) in favor of Administrative Agent. Subject to the terms of this Agreement, Borrower shall not suffer and shall promptly cause to be paid and discharged all liens, charges, claims,

PAGE 43

security interests, and encumbrances against the Property except those expressly permitted pursuant to the foregoing sentence. Borrower will warrant generally and forever defend title to the Property, subject as aforesaid, to Administrative Agent and its successors or substitutes and assigns, against the claims and demands of all Persons claiming or to claim the same or any part thereof. Borrower will or cause Net Lease Tenant to punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrances and will not (unless otherwise expressly contemplated under this Agreement or the other Loan Documents) modify or permit modification of any Permitted Encumbrance in any material adverse respect without the prior written consent of Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Administrative Agent of any existing or future violation or other breach thereof by Borrower, by the Property or otherwise. During the existence of an Event of Default, if any right or interest of Administrative Agent or Lenders in the Property shall be endangered or questioned or shall be attacked directly or indirectly, Administrative Agent (whether or not it or any Lender is named as a party to legal proceedings with respect thereto), is hereby authorized and empowered to take such steps as in its reasonable discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Administrative Agent and Lenders, including the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenses so incurred by Administrative Agent shall be a part of the Indebtedness and shall be due and payable to Administrative Agent within ten (10) Business Days after demand. Administrative Agent shall be subrogated to all rights of the Person receiving such payment.

4.24 Swap Transaction. Borrower shall comply with the terms and conditions of Exhibit I with respect to the matters described therein.

4.25 Borrower Taxes; Effect on Loan Documents. Borrower shall promptly pay all income, franchise and other taxes now or hereafter owed by Borrower under any applicable Law. In the event (a) any Law directly or indirectly imposes upon Administrative Agent or any Lender the payment of any of such taxes, the payment of any of such taxes is required in order to create or preserve any of the liens granted to Administrative Agent or to enforce any of the rights and remedies of Administrative Agent and Lenders under the Mortgage, any other Loan Document at law or in equity, or any of such taxes otherwise affects the Mortgage, any other Loan Document, Administrative Agent or any Lender, including their interests in any of the Property, (b) any Law deducts from the value of the Property for the purpose of taxation any lien, charge or security interest thereon, or requires Administrative Agent or Lender to pay any such lien, charge or security interest or the value thereof, or any other assessment against Borrower or the Property, or (c) there if any change in law regarding the taxation of deeds of trust or mortgages or security agreements or debts secured by deeds of trust or mortgages or security agreements or the interest of the beneficiary, mortgagee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to adversely affect the Mortgage or any other Loan

PAGE 44

Document, then, and in any such event, Borrower, upon thirty (30) days’ written demand by Administrative Agent, shall pay such taxes, liens, charges and security interests or reimburse Administrative Agent or Lenders, as applicable, therefor; provided, however, that if in the opinion of counsel for Administrative Agent (a) it might be reasonably likely to be unlawful to require Borrower to make such payment or (b) the making of such payment might be reasonably likely to result in the imposition of interest beyond the maximum amount permitted by law, then and in such event, Administrative Agent may elect, by notice in writing given to ▇▇▇▇▇▇▇▇, to declare all of the Indebtedness to be and become due and payable one hundred eighty (180) days from the giving of such notice.

4.26 Controlled Substances. Without limiting the provisions of Section 6.2, Borrower shall not, and shall not suffer or knowingly permit any tenant leasing space in the Improvements to violate any Laws affecting the Property in any material respect, including the Controlled Substances Act, or which could otherwise result in the occurrence of an Event of Default under Section 7.1(q), including the commencement of any proceedings under the Civil Asset Forfeiture Reform Act. Upon learning of any conduct contrary to this Section, Borrower shall immediately take all actions reasonably expected under the circumstances to terminate any such use of the Property, including: (a) to give timely notice to any appropriate law enforcement agency of information that led Borrower to know such conduct had occurred, and (b) in a timely fashion to revoke or make a good faith attempt to revoke permission for those engaging in such conduct to use the Property or to take reasonable actions in consultation with a law enforcement agency to discourage or prevent illegal use of the Property.

4.27 Commercial Purpose. Borrower represents and warrants that the Loan is being made solely to acquire or carry on a business or commercial enterprise, and/or Borrower is a business or commercial organization. Borrower shall use the proceeds of the Loan for commercial purposes and to pay other costs and expenses related to the development, ownership and operation of the Property and shall not knowingly use the proceeds of the Loan in contravention of any applicable Law or Requirement in any material respect. Borrower stipulates that the Loan shall be construed for all purposes as a commercial loan, and is made for other than personal, family, household or agricultural purposes.

4.28 Anti-Corruption Laws. Borrower and Guarantor shall each conduct its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions, and maintain policies and procedures designed to promote and achieve compliance with Laws and Sanctions.

4.29 [Intentionally Omitted] .

4.30 Net Lease Structure. Notwithstanding any of the foregoing covenants in this Article 4 or any other terms of this Agreement or any other Loan

PAGE 45

Documents, to the extent Net Lease Tenant under the Net Lease is required under Net Lease to undertake any obligations of Borrower required under the Loan Documents, Net Lease Tenant shall have the right to do so and Borrower shall use commercially reasonable efforts to cause Net Lease Tenant to do so.

Article 5 — negative covenants

5.1 Additional Indebtedness; Payment of Withholding Taxes. Borrower shall not avail itself of or permit any additional extension of credit or debt of any kind (whether recourse or non-recourse, secured or unsecured, including any mezzanine or preferred equity financing) except for (a) Permitted Debt, and (b) the Obligations, in any case, without the prior written consent of the Required Lenders. Borrower shall not use, or knowingly permit any contractor or subcontractor to use, any portion of the proceeds of the Loan to pay the wages of employees unless a portion of the proceeds or other funds are also used to make timely payment to or deposit with (a) the United States of all amounts of tax required to be deducted and withheld with respect to such wages under the Code, and (b) any state and/or local Governmental Authority or agency having jurisdiction of all amounts of tax required to be deducted and withheld with respect to such wages under any applicable state and/or local Laws.

5.2 Limitation on Distributions, etc. During the continuance of an Event of Default or Cash Sweep Period, Borrower shall not make any dividend, payment or distribution to any of its Constituent Members; provided, however, that notwithstanding the foregoing, so long as the Obligations have not been accelerated pursuant to Section 7.2 and no Event of Default under Section 7.1(t) shall have occurred, during the continuance of Event of Default or Cash Sweep Period, Borrower shall be permitted to declare and pay pro rata cash dividends on its equity interests or make pro rata cash distributions with respect thereto in an amount that will result in the real estate investment trust affiliated with Borrower which owns an indirect interest in Borrower receiving the minimum amount of funds required to be distributed to its equity holders in order for such real estate investment trust to maintain its REIT Status for federal and state income tax purposes.

5.3 Contracts.

(a) Affiliates. Without the prior written consent of Administrative Agent, Borrower shall not, nor shall Borrower’s Constituent Member, enter into any contract or otherwise engage in any transactions with an Affiliate of Borrower or such Constituent Member, except for contracts, amendments and transactions entered into in the ordinary course of business of Borrower and at prices and on terms that are commercially reasonable and are no less favorable to Borrower or such Constituent Member, as applicable, than would be obtained in a comparable arm’s-length transaction with an unrelated third party.

(b) Third Parties. Without the prior written consent of Administrative Agent, Borrower shall not enter into any contract, amend any contract or otherwise engage in any transactions with any third party, except for contracts, amendments and transactions entered into in the ordinary course of business of Borrower (which shall include, without

PAGE 46

limitation, brokerage agreements), on an arm’s-length basis and on commercially reasonable terms.

5.4 Transfers; Encumbrances. Borrower shall not, voluntarily or involuntarily, directly or indirectly, sell, convey, transfer, lease or otherwise dispose of, grant easements or other rights with respect to, or mortgage, encumber or create a lien or security interest in, the Property or the income or any other revenues therefrom or permit or suffer any such action to be taken, other than Permitted Encumbrances and as otherwise permitted by the Loan Documents.

5.5 Ownership; Merger; Consolidation; Purchase or Sale of Assets.

(a) Without the prior written consent of Administrative Agent, except for Permitted Encumbrances and as otherwise expressly permitted by this Agreement, including without limitation pursuant to the last sentence of this Section 5.5(a), Sections 5.4, 5.5(b), 5.5(c), 5.5(e), 5.5(f) and Section 11.1, Borrower shall not, directly or indirectly: (i) change, or permit to be changed, the structure or ownership of Borrower or of any direct Owner from that existing on the Closing Date; (ii) consolidate or amalgamate with, be acquired by, or merge into or with any Person; (iii) permit any sale, transfer, assignment, pledge, mortgage, encumbrance or other disposition (each a “Transfer”) of all or part of the Property; (iv) acquire any property other than the Property; (v) permit any change in the members or managers of, or change of Control of, Borrower or any direct Owner of Borrower from that existing on the Closing Date; or (vi) permit any Transfer of all or any part of any direct or indirect equity interest in Borrower. Notwithstanding anything to the contrary herein, the foregoing restrictions shall not apply to or with respect to SoftBank (nor, for the avoidance of doubt, shall satisfaction of the conditions set forth in subsections 5.5(b) or (d) below).

(b) Notwithstanding the terms of clause (a) above, so long as (x) Fortress Controlled entities continues to own, directly or indirectly, not less than fifty-one percent (51%) of all ownership interests in Borrower, (y) Fortress Controlled entities continue to Control Borrower, and (z) no Person, as a result of such Transfer, shall own a direct or indirect ownership interest equating to twenty percent (20%) or more in Borrower, in each case upon giving effect to the applicable Transfer (it being understood that this clause (z) shall not apply if such Person (itself or collectively with its Affiliates) owned a 20% or greater equity interest (directly or indirectly) in Borrower immediately prior to such Transfer), (i) limited partnership interests in any direct or indirect Owners of Borrower or in any general partner of such Owner shall be freely transferable without the consent of Administrative Agent or Lenders, and (ii) non-managing member limited liability interests of any direct or indirect Owners of Borrower shall be freely transferable without the consent of Administrative Agent or Lenders, provided and so long as the transferee in each instance is not a Prohibited Person.

(c) Borrower shall, promptly after the occurrence of any transfer of a direct or indirect equity interest in Borrower which results in any Person (either itself or collectively with its Affiliates) owning a 20% or greater equity interest (directly or indirectly) in Borrower (provided that notice shall not be required if such Person (itself or collectively

PAGE 47

with its Affiliates) owned a 20% or greater equity interest (directly or indirectly; provided further, however, that in the event that applicable Law requires Administrative Agent to monitor a lesser percentage Administrative Agent shall notify Borrower of the applicable percentage and such percentage shall thereafter apply herein)) in Borrower immediately prior to such transfer) notify Administrative Agent of such transfer, together with a description of such transfer, the interest transferred and the identity of the transferor and transferee and any other know-your-customer information or other regulatory information Administrative Agent or any Lender may reasonably require, including, without limitation, a revised Organizational Chart. Notwithstanding the restrictions contained in this Section 5.5 or elsewhere, the following Transfers shall be permitted without Administrative Agent’s or Lender’s consent (or, for the avoidance of doubt, satisfaction of the conditions set forth in subsections 5.5(b) above) so long as the transferee in each instance is not a Prohibited Person: (i) a Transfer by a natural person who is a direct or indirect Owner of Borrower to a revocable inter vivos trust having such natural person as both trustor and trustee of such trust and one or more immediate family members of such natural person as the sole beneficiaries of such trust, (ii) a Transfer by devise or descent or by operation of law upon the death of a direct or indirect Owner of Borrower to one or more family members of such member, partner or shareholder, or (iii) the sale, transfer or issuance of shares of common stock in any direct or indirect Owner of Borrower that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange.

(d) Upon request from Administrative Agent, Borrower shall promptly provide Administrative Agent a revised version of the Organizational Chart delivered to Administrative Agent in connection with the closing of the Loan reflecting any transfer consummated in accordance with Section 5.5(b) that results in a change to the information set forth on such Organizational Chart delivered in connection with the closing of the Loan.

(e) Notwithstanding the restrictions contained in this Section 5.5 or elsewhere, the following pledges (but not actual transfers) shall be permitted without Administrative Agent’s or any Lender’s consent (or, for the avoidance of doubt, satisfaction of the conditions set forth in subsections 5.5(b) or (d) above): (i) pledges of indirect interests in Borrower by any Guarantor and/or (ii) pledges of direct interests in any Guarantor, in each of cases (i) and (ii), in connection with a revolving loan credit facility of such Guarantor pursuant to which such Guarantor pledges all or substantially all of its assets.

(f) Notwithstanding the restrictions contained in this Section 5.5 or elsewhere, a Permitted Restructure shall be permitted without Administrative Agent’s or any Lender’s consent.

5.6 Sanctions. Borrower and Guarantor shall not, directly or indirectly, use any proceeds of the Loan, or lend, contribute or otherwise make available such proceeds to any of their respective subsidiaries or joint venture partners or other Person, or in any Designated Jurisdiction, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any

PAGE 48

individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, or otherwise) of Sanctions.

5.7 Anti-Corruption Laws. Neither Borrower nor Guarantor nor any of their respective subsidiaries shall directly or indirectly use the proceeds of the Loan for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, or other similar anti-corruption legislation in other jurisdictions.

5.8 Organizational Documents. Without the prior written consent of Administrative Agent not to be unreasonably withheld, conditioned or delayed so long as no Event of Default exists, Borrower shall not amend or waive any provision of its organizational documents in any material respect (it being understood that any amendment or waiver of any provision of its organizational documents related to the terms and conditions and matters set forth in Exhibit P is material and therefore requires such prior written consent of Administrative Agent).

5.9 Accounting Policies or Reporting Practices. Without the prior written consent of Administrative Agent not to be unreasonably withheld, conditioned or delayed so long as no Event of Default exists, Borrower shall not change its accounting policies or reporting practices.

5.10 Purchase Documents. Borrower shall (a) enforce all of its material rights under the Purchase Documents to the extent a failure to do so could reasonably be expected to materially and adversely affect the Loan and (b) not, without the prior written consent of Administrative Agent, modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Purchase Documents, in each case, in any material respect that could reasonably be expected to materially and adversely affect the Loan and/or the Lenders. For the avoidance of doubt, promptly after the execution thereof, Borrower shall provide Administrative Agent a correct and complete copy of any amendment of the Purchase Documents.

Article 6 — REPRESENTATIONS AND WARRANTIES

To induce Lenders to make the Loan, except as set forth on Schedule 6, Borrower hereby represents and warrants to Administrative Agent and Lenders as of the Closing Date, as of the dates specified pursuant to Exhibit T in connection with any extensions of the Maturity Date pursuant to the terms hereof:

6.1 Organization; Authorization; Enforceability.

(a) Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. ▇▇▇▇▇▇▇▇’s exact legal name is correctly set forth at the end of this Agreement. Borrower’s organizational number, if any, assigned by the jurisdiction of incorporation or organization, and ▇▇▇▇▇▇▇▇’s federal tax identification number, are correctly set forth on the signature page of this Agreement. ▇▇▇▇▇▇▇▇ is not a “foreign person” within the meaning of Section 1445 or 7701 of the Code. Without limiting the foregoing, Borrower

PAGE 49

is not a foreign corporation, foreign partnership, foreign trust, foreign estate or nonresident alien or a disregarded entity owned by any of them (as those terms are defined in the Code). As of the date of this Agreement, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

(b) Borrower has heretofore delivered to Administrative Agent true and complete copies of the organizational documents of ▇▇▇▇▇▇▇▇, Guarantor and such of their direct and indirect Owners as may have been required by Administrative Agent. The organizational chart attached hereto as Exhibit N sets forth a true and correct representation of ▇▇▇▇▇▇▇▇’s organizational structure and the ownership of the Property, and without limiting the foregoing, Fortress Controlled entities are in Control of Borrower, and Fortress Controlled entities have significant responsibility to Control and direct the management and operations of Borrower. To the knowledge of Borrower, no individual owns either directly or indirectly twenty-five percent (25%) or more of the equity interests of Borrower.

(c) Borrower is authorized to do business in, and if required by applicable Law, in good standing in, each state in which the Property is located, and possessed of all requisite power and authority to carry on its business and to own and operate the Property. Borrower is authorized to execute, deliver and perform all of its obligations under the Loan Documents. No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by Borrower of this Agreement, the other Loan Documents and all other documents executed in connection herewith and therewith except such as have been obtained by Borrower and are in full force and effect. This Agreement, the other Loan Documents and all other documents executed in connection herewith and therewith are the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their terms, subject to applicable Debtor Relief Laws.

6.2 Applicable Laws; Governmental Approvals Regarding the Property.

(a) To Borrower’s knowledge, each of Borrower, Guarantor and the Property is in compliance in all material respects with all Laws and Requirements applicable to it. Without limiting the foregoing, to Borrower’s knowledge, Borrower is in compliance with any and all Laws and Requirements concerning its organization, existence and the transaction of its business, and has the right and power to own the Property as contemplated in this Agreement and the other Loan Documents. To Borrower’s knowledge, no provision of the Loan Documents violates any applicable Law, Requirement or order of any Governmental Authority or any contract or agreement binding on Borrower, Guarantor, or the Property. To Borrower’s knowledge, the Property and the use, operation and maintenance thereof and all activities thereon comply in all material respects with all applicable Laws and Requirements. Neither Borrower nor Guarantor has received written notice that either is in any material respect in default or violation with respect to any order, writ, injunction, decree or demand of any Governmental Authority. To Borrower’s knowledge, each of Borrower, Guarantor, and the Property is in compliance with the Controlled Substances Act and all anti-money laundering Laws.

(b) Borrower is not a party to any tax sharing agreement; Borrower has not received written notice of any proposed tax assessment against Borrower or Guarantor; to

PAGE 50

the extent required by applicable Law, to ▇▇▇▇▇▇▇▇’s knowledge, ▇▇▇▇▇▇▇▇ and Guarantor have filed all necessary tax returns and reports and have paid all taxes and governmental charges thereby shown to be due or otherwise owing. Borrower has not entered into any PACE Financing and has no knowledge of any pending assessments or adjustments in connection therewith.

(c) The Property is not part of a larger tract of land owned by Borrower or any of its affiliates or Guarantor, is not otherwise included under any unity of title or similar covenant with other real property not encumbered by the Mortgage, and constitutes a separate tax lot or lots with a separate tax assessment or assessments, independent of those for any other lands or improvements. The Property is not, and shall not be, dependent on any property or premises or any interest therein other than the Property to fulfill any requirement of any applicable Law. To Borrower’s knowledge, no land, building or other improvement not subject to the lien of the Mortgage relies on the Property or any interest therein to fulfill any requirement of any applicable Law.

(d) Except as set forth in the Property Condition Report or in any zoning reports made available to Administrative Agent prior to the date hereof, to Borrower’s knowledge, the Improvements comply in all material respects with all applicable Laws regarding access and facilities for handicapped or disabled persons.

(e) To Borrower’s knowledge, all Governmental Approvals, including certificates of completion or occupancy, necessary in connection with the ownership, use, management and operation the Property have been duly obtained, are in full force and effect, and are held in the name of Borrower or Net Lease Tenant, and neither party is in default thereunder. To ▇▇▇▇▇▇▇▇’s knowledge, there is no proceeding pending or threatened in writing, that seeks, or may reasonably be expected, to rescind, terminate, modify or suspend any such Governmental Approval.

(f) To Borrower’s knowledge, there is no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving Borrower, any Guarantor or the Property with respect to the Controlled Substances Act, any anti-money laundering Laws, or the Civil Asset Forfeiture Reform Act that is pending or, to the knowledge of Borrower, threatened in writing.

(g) Except as may be set forth on the Property Condition Report or in any zoning reports made available to Administrative Agent, to Borrower’s knowledge, the current and any anticipated use of the Property complies in all material respects with all applicable zoning, land use and similar laws, ordinances, regulations and restrictive covenants affecting the Property, all use restrictions of any Governmental Authority having jurisdiction have been satisfied, and no material violation of any applicable Law or regulation exists with respect thereto, and no material violation of any Law or regulation to which Borrower or the Property is subject, including the Controlled Substances Act, exists with respect thereto.

PAGE 51

6.3 No Broker. No other financial advisers, brokers, underwriters, placement agents, agents or finders have been dealt with by Borrower, Guarantor or any Affiliate thereof in connection with the Loan.

6.4 Encroachments. To ▇▇▇▇▇▇▇▇’s knowledge, other than as disclosed in the Title Insurance or the Survey, there are no encroachments on the Property and the Improvements do not encroach upon any adjoining land or adjoining streets and lie wholly within the boundaries and building restriction lines of the Property.

6.5 Agreements. Borrower has not directly or indirectly conveyed, assigned or otherwise disposed of or transferred (or agreed to do so) any development rights, air rights or other similar rights, privileges or attributes with respect to the Property, including those arising under any zoning or land use ordinance or other applicable Law. Borrower is not a party to any agreement or instrument or subject to any restriction which would materially and adversely affect Borrower or the Property, or Borrower’s business, properties or assets, operations or condition, financial or otherwise. To Borrower’s knowledge, Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower or the Property is bound. Borrower does not have any material financial obligation under any agreement or instrument to which Borrower is a party or by which Borrower or the Property is otherwise bound, other than (a) obligations incurred in the ordinary course of the operation of the Property and (b) obligations under the Loan Documents. Neither Borrower, nor ▇▇▇▇▇▇▇▇’s Constituent Member, is a party to any contract, or is engaged in any transaction, which would constitute a breach of Section 5.3.

6.6 Financial Condition.

(a) All reports, statements, plans, budgets, applications, agreements and other data and information heretofore furnished by or on behalf of Borrower to Administrative Agent in connection with the Loan (including all financial statements and financial information) are true, correct, and complete in all material respects as of the dates noted therein and do not and will not omit to state any fact or circumstance necessary to make the statements contained therein not misleading in any material respect; provided, however with respect third party reports, the foregoing is subject to ▇▇▇▇▇▇▇▇’s knowledge. To Borrower’s knowledge, no Material Adverse Effect has occurred since the dates of such reports, statements and other data in the financial condition of Borrower or, to Borrower’s knowledge, of any tenant under any lease described therein. For the purposes of this paragraph, the phrase “on behalf of Borrower” shall also include any Person liable, directly or indirectly, for any part of the Indebtedness and any joint venturer or general partner of Borrower.

(b) Neither Borrower nor Guarantor is the subject of any petition, case, notice of intention, proceeding or other action pursuant to any Debtor Relief Law or contemplating filing any such petition, case, proceeding or other action, and, to ▇▇▇▇▇▇▇▇’s

PAGE 52

knowledge, no Person is contemplating the filing of any petition, case, proceeding or other action pursuant to any Debtor Relief Law against Borrower or Guarantor.

(c) Borrower is not insolvent (as such term is defined in any Debtor Relief Law) and Borrower will not be rendered insolvent by the execution of the Loan Documents.

(d) ▇▇▇▇▇▇▇▇ has not entered into this transaction or executed any Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and ▇▇▇▇▇▇▇▇ has received reasonably equivalent value in exchange for its obligations under the Loan Documents and the liens on the Property granted or otherwise arising thereunder.

6.7 Utility Services. Except as may be disclosed in the Property Condition Report, to ▇▇▇▇▇▇▇▇’s knowledge, all utility services necessary for the operation and management of the Property are available at the boundaries of the Land, including electric and natural gas facilities, telephone service, water supply, storm and sanitary sewer facilities, except, in each case, as otherwise could not reasonably be expected to have a Material Adverse Effect.

6.8 Liens. Except as otherwise provided for in the Loan Documents, Borrower has not made any contract or arrangement of any kind the performance of which by the other party thereto would give rise to a lien on the Property other than Permitted Encumbrances.

6.9 Management Agreement. As of the date hereof, there is no Management Agreement for the Property.

6.10 Flood Zone. None of the Improvements are located, under the Flood Insurance Laws, in a Special Flood Hazard Area, or, if any portion of the Improvements is located within such area, Borrower is in compliance with Section 4.7(b) and has obtained the flood insurance prescribed therein.

6.11 Litigation. There is no judicial or administrative action, suit or proceeding pending (or, to ▇▇▇▇▇▇▇▇’s knowledge, threatened in writing) against ▇▇▇▇▇▇▇▇, except as has been disclosed in writing to Administrative Agent in connection with the Loan. There is no judicial or administrative action, suit or proceeding pending (or, to ▇▇▇▇▇▇▇▇’s knowledge, threatened in writing) against Guarantor that if adversely determined, would reasonably be likely to result in a Material Adverse Effect. There is no suit, action, claim, investigation, inquiry, proceeding or demand pending (or, to ▇▇▇▇▇▇▇▇’s knowledge, threatened in writing) against Borrower or which affects the Property (including any which challenges or otherwise pertains to ▇▇▇▇▇▇▇▇’s title to the Property) or the validity, enforceability or priority of any of the Loan Documents. There is no suit, action, claim, investigation, inquiry, proceeding or demand pending (or, to ▇▇▇▇▇▇▇▇’s knowledge, threatened in writing) against Guarantor that if adversely determined, would reasonably be likely to result in a Material Adverse Effect. There are no actions, suits or proceedings pending, or to Borrower’s knowledge threatened in writing, against or affecting Borrower

PAGE 53

and/or the Property which, in each case, if adversely determined, would reasonably be likely to materially affect the ability of Borrower to perform its respective obligations under or under any of the Loan Documents, at law or in equity before any Governmental Authority. There are no actions or proceedings pending before any Governmental Authority, quasi-judicial body or administrative agency relating to compliance of the Property with any Laws or Requirements.

6.12 No Conflicts. The execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and the other Loan Documents do not and will not violate, breach or constitute a default under the Law, any Requirements, or any other mortgage, deed of trust, lease, loan or credit agreement, articles of organization, operating agreement, corporate charter, bylaws, partnership agreement or other agreement or instrument to which Borrower or Guarantor is a party, or by which Borrower, Guarantor or any of their respective assets or properties, may be bound or affected. Such execution, delivery, performance and consummation do not and will not create any encumbrance against any assets or properties of Borrower (other than the Property).

6.13 Public Access. To Borrower’s knowledge, all easements and rights of way necessary for the utilization of the Improvements for their current uses have been acquired.

6.14 Leases. (a) The rent roll (the “Rent Roll”), attached hereto as Exhibit O, contains a true, correct and complete list of all Net Leases for the Property and all information set forth on such Rent Roll is true and correct in all material respects; (b) all Net Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (c) neither Borrower nor any Net Lease Tenant is in default under its Net Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Net Lease), other than with respect to rents owed by any Net Lease Tenant that are less than thirty (30) days overdue, (d) no Net Lease Tenant is the subject of any bankruptcy, insolvency or similar proceeding; (e) the copies of the Net Leases delivered to Administrative Agent are true and complete in all material respects; (f) Borrower has no knowledge of any notice of termination or default with respect to any Lease; (g) Borrower has not assigned or pledged any of the Net Leases, the Rents thereunder or any interests therein except to Administrative Agent (on behalf of the Lenders); (h) to Borrower’s knowledge, no tenant or other party has an unexpired option, right of first refusal or other preferential right to purchase all or any portion of the Property; (i) no Net Lease Tenant has the unilateral right to terminate its Net Lease prior to expiration of the stated term of such Net Lease absent the occurrence of any casualty, condemnation or default by the Borrower thereunder; and (j) no tenant under any Net Lease has prepaid more than one (1) month’s rent in advance (except for security deposits and other charges collected in accordance with the terms of the applicable Net Lease).

6.15 Insurance. Borrower (i) has obtained and delivered to Administrative Agent certificates of insurance for the Property reflecting the insurance coverages, amounts and other insurance requirements Net Lease Tenant is required to

PAGE 54

satisfy pursuant to the terms of the Net Lease, and (ii) has not, and to Borrower’s knowledge, no other Person has done, by act or omission, anything which would materially and adversely impair the coverage of any such policy.

6.16 Condemnation. Except as disclosed in writing to Administrative Agent prior to the date hereof, ▇▇▇▇▇▇▇▇ has not received any written notice of, and to ▇▇▇▇▇▇▇▇’s knowledge, no Person has threatened in writing, any actual or proposed Condemnation.

6.17 Physical Condition. Except as set forth in the Property Condition Report or otherwise disclosed to Administrative Agent in writing, to Borrower’s knowledge, the Property, including all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects. Except as set forth in the Property Condition Report, to ▇▇▇▇▇▇▇▇’s knowledge, there exists no structural or other material defects or damages in the Property, as a result of a Casualty or otherwise. Borrower has not received any written notice from any insurance company or bonding company of any material defects or inadequacies in the Property which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

6.18 Title. Borrower has lawful, good, marketable and insurable fee simple or leasehold title, as applicable, to the real property comprising part of the Property and lawful and good title to the balance of the Property, free and clear of all liens, charges, claims, security interests, and encumbrances whatsoever except the Permitted Encumbrances and such other liens as are permitted pursuant to the express provisions of the Loan Documents. None of the Permitted Encumbrances, individually or in the aggregate, materially interferes with the benefits of the security intended to be provided by the Loan Documents, materially and adversely impairs the use or operation of the Property or materially impairs Borrower’s ability to pay its obligations in a timely manner. The Mortgage, when properly recorded in the appropriate records, together with any UCC financing statements required to be filed in connection therewith, will create (a) a valid, perfected first priority lien on the Property, subject only to Permitted Encumbrances and (b) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms hereof, in each case subject only to Permitted Encumbrances, such other liens as are permitted pursuant to the Loan Documents and the liens created by the Loan Documents. There are no claims for payment for work, labor or materials affecting the Property which are a lien prior to, or of equal priority with, the liens created by the Loan Documents other than Permitted Encumbrances and those for which the Property have received affirmative insurance in the applicable title insurance policy.

PAGE 55

6.19 OFAC. Neither Borrower nor Guarantor, nor any of their respective subsidiaries, nor, to the knowledge of Borrower and Guarantor, any director, officer, employee, or Affiliate of Borrower, Guarantor or any of their subsidiaries, is a Prohibited Person.

6.20 Anti-Corruption Laws. ▇▇▇▇▇▇▇▇, Guarantor and their respective subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

6.21 EEA Financial Institution. Neither Borrower nor any Guarantor is an EEA Financial Institution.

6.22 Usury; Offsets. The terms of this Agreement are not usurious. Borrower has no offsets, counterclaims or defenses with respect to its Obligations.

6.23 [Intentionally Omitted].

6.24 ERISA and Prohibited Transactions. As of the date hereof and throughout the term of the Loan: (a) Borrower is (i) not nor will be an “employee benefit plan,” as defined in Section 3(3) of ERISA, and none of the respective assets of Borrower or Guarantor now or will constitute “plan assets” of any “benefit plan investor” within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA (the “Plan Asset Regulations”), and (ii) not nor will be a “governmental” plan (as defined in Section 3(32) of ERISA) which is subject to any provision which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Applicable Similar Law”), unless the acquisition and holding of the Loan or any interest therein will not give rise to a violation of any such Applicable Similar Law, and (b) assuming that no portion of the assets used by any Lender in connection with the transactions contemplated under this Agreement and the other Loan Documents constitutes the assets of a “benefit plan investor” within the meaning of the Plan Asset Regulations, none of the transactions contemplated under this Agreement or the Loan Documents will constitute a nonexempt prohibited transaction under Section 4975 of the Code or Section 406 of ERISA. Except as could not reasonably be expected, individually or in the aggregate to have a material adverse effect on Borrower or the collateral, Borrower is not obligated to contribute to any employee benefit plan (as so defined) subject to Title IV of ERISA.

6.25 Subsidiaries; Equity Interests. Borrower does not have any subsidiaries nor owns any equity interests of any other Person.

6.26 Margin Regulations; Investment Company Act. Borrower is not engaged nor will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U

PAGE 56

issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

6.27 Disclosure. Borrower has disclosed to Administrative Agent all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect including those matters set forth on Schedule 1 attached hereto. No report, financial statement, certificate or other written information (other than estimates and information of a general economic nature) prepared by or on behalf of ▇▇▇▇▇▇▇▇ and delivered to Administrative Agent in connection with the transactions contemplated by the Loan Documents and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information and estimates, ▇▇▇▇▇▇▇▇ represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

As used in this Agreement, the phrase “to ▇▇▇▇▇▇▇▇’s knowledge” and similar phrases each mean to the current, actual knowledge of ▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or any successor or replacement employee holding a similar role), without any personal liability hereunder.

Article 7 — EVENTS OF DEFAULT AND REMEDIES

7.1 Events of Default. The occurrence of any one of the following shall constitute an “Event of Default”:

(a) (i) any of the principal or interest of the Indebtedness is not paid when due, whether on the scheduled due date or upon acceleration, maturity or otherwise, (ii) any of the interest of the Indebtedness is not paid on the later of the date the same is due (whether on the scheduled due date or upon acceleration, maturity or otherwise) and two (2) Business Days after Borrower receives written notice from Administrative Agent of the amount due or has online access to determine such amount due or (iii) any Indebtedness excluding principal or interest is not paid on the later of three (3) days after being due and two (2) Business Days after ▇▇▇▇▇▇▇▇ receives written notice from Administrative Agent of the amount due;

(b) any covenant, agreement, condition, representation or warranty made by Borrower or Guarantor in this Agreement or in any other Loan Document (other than Events of Default expressly listed elsewhere in this Section 7.1) is not fully and timely performed, observed or kept and such failure shall continue unremedied for more than thirty (30) days after notice thereof shall have been given to Borrower by Administrative Agent; provided, however, that if such failure is of a nature such that it cannot be cured by the payment of money and if such failure requires work to be performed, acts to be done or conditions to be removed which cannot reasonably, with due diligence, be performed,

PAGE 57

done or removed, as the case may be, within such thirty (30) day period and Borrower shall have commenced to cure such failure within such thirty (30) day period, such period shall be deemed extended for so long as shall be required by Borrower in the exercise of due diligence to cure such failure, but in no event shall such thirty (30) day period be so extended to be a period in excess of ninety (90) days;

(c) any statement, representation or warranty in any of the Loan Documents, or in any Financial Statement or any other writing heretofore or hereafter delivered to Administrative Agent or any Lender in connection with the Indebtedness, is false, misleading or erroneous in any material respect on the Closing Date or on the date as of which such statement, representation or warranty is made provided, however, that any false representation in Section 9.28, and any corresponding representation by any guarantor in any guaranty, shall be deemed to be material; and provided further, however, that any such breach shall not constitute an Event of Default (A) if such breach is inadvertent, immaterial, non-recurring and curable, (B) if the results of such breach are not reasonably likely to have a Material Adverse Effect, and (C) Borrower promptly cures such breach by causing such certification, representation or warranty to be true and correct without a modification of the same within thirty (30) days after the earlier to occur of (i) Borrower’s or Guarantor’s actual knowledge of such breach and (ii) notice from Administrative Agent;

(d) a default or breach occurs by Borrower or Guarantor of any obligation under any other Loan Document (taking into account any applicable notice and cure period set forth in such Loan Document), including any “Termination Event” under any Secured Swap Contract required under Section 1 of Exhibit I;

(e) subject to ▇▇▇▇▇▇▇▇’s right to contest pursuant to the terms of this Agreement and Net Tenant’s right to contest pursuant to the terms of Net Leases, if any of the Taxes are not paid when the same are due and payable pursuant to the first sentence of Section 4.6(a) and such failure continues for ten (10) days following the earlier to occur of actual knowledge by ▇▇▇▇▇▇▇▇ and written notice from ▇▇▇▇▇▇;

(f) if Borrower shall violate or breach any of the terms or provisions of Section 3(a)(vi) of Exhibit E;

(g) Borrower shall fail in the due performance and observance of any of its covenants contained in Sections 1.10.1(a), 1.10.2(a)(iii), 4.7, 4.15, 4.20, 4.23 (with respect to ownership, title and right to convey the Property), 4.27, 4.28, 5.1, 5.2, 5.4, 5.5, 5.6 or 5.7 or Section 34 of the Carveout Guaranty;

(h) Borrower shall fail in the due performance and observance of any of its covenants contained in Section 4.5, 4.8(h), 4.9(c)(iii), 4.16, 4.17, or 9.22 hereof and such failure shall continue for fifteen (15) days after the earlier to occur of (1) Borrower obtaining actual knowledge of same, and (2) notice thereof shall have been given to Borrower by Administrative Agent;

(i) Borrower shall fail in the due performance and observance of any of its covenants contained in Section 4.21 hereof or Guarantor shall fail in the due performance

PAGE 58

and observance of any of its covenants contained in Section 18 of the Carveout Guaranty and such failure shall continue for five (5) Business Days after notice thereof shall have been given to Borrower or Guarantor, as applicable, by Administrative Agent;

(j) if any of the representations or covenants contained in Section 4.22 or 5.8 are breached, provided, that, any such breach of Section 4.22 or 5.8 shall not constitute an Event of Default (A) if such breach is inadvertent and non-recurring, (B) if the results of such breach are not reasonably likely to have a material adverse effect, and (C) if such breach is curable, Borrower shall promptly cure such breach within fifteen (15) days after the earlier to occur of (1) Borrower obtaining actual knowledge of same, and (2) notice from Administrative Agent;

(k) subject to ▇▇▇▇▇▇▇▇’s and Net Lease Tenant’s right to contest set forth in this Agreement, if the Property (or any portion thereof) becomes subject to any mechanic’s, materialman’s or other lien other than a lien for any Real Property Taxes not then due and payable and the lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of forty-five (45) days;

(l) an event of default occurs under any lien, security interest or assignment covering ▇▇▇▇▇▇▇▇’s interest (as opposed to Net Lease Tenant’s leasehold interest) in the Property (whether or not Administrative Agent has consented, and without hereby implying Administrative Agent’s consent, to any such lien, security interest or assignment not created hereunder), or the holder of any such lien, security interest or assignment declares a default or institutes foreclosure or other proceedings for the enforcement of its remedies thereunder;

(m) one or more judgments for the payment of money in an aggregate amount in excess of $1,500,000 and/or any material nonmonetary judgment is or are rendered against ▇▇▇▇▇▇▇▇, and the same remain(s) undischarged for a period of thirty (30) consecutive days during which execution is not effectively stayed, or any action is legally taken by a judgment creditor to attach or levy upon any assets of Borrower to enforce such judgment;

(n) Borrower or Guarantor (i) is liquidated, terminated, dissolved, or merged or amalgamated or consolidated into or with another entity (including, in each case, pursuant to a Delaware LLC Division), (ii) divides into two or more Persons, including becoming a Delaware Divided LLC (whether or not the original Person survives such division), or (iii) creates, or reorganizes into, one or more series pursuant to a Delaware LLC Division or otherwise;

(o) for any reason, without Administrative Agent’s specific written consent, any Loan Document ceases to be in full force and effect, or is declared null and void or unenforceable, in whole or in part, or the validity or enforceability thereof, in whole or in part, is challenged or denied by any party thereto other than Administrative Agent and any Lender; or the liens, mortgages or security interests of Administrative Agent for the benefit of Lenders in any of the Property become unenforceable, in whole or in part, or cease to be

PAGE 59

of the priority herein required, or the validity or enforceability thereof, in whole or in part, is challenged or denied by Borrower or Guarantor;

(p) an event of default by Borrower beyond any applicable notice and/or cure period occurs under any document executed and delivered in connection with any other indebtedness (to Administrative Agent, any Lender or any other Person) (which indebtedness is equal to or in excess of $1,500,000);

(q) A judicial or nonjudicial forfeiture or seizure proceeding is commenced by a Governmental Authority and remains pending with respect to the Property or any part thereof for more than sixty (60) days, on the grounds that the Property or any part thereof had been used to commit or facilitate the commission of a criminal offense by any Person, including any tenant, pursuant to any applicable Law, including the Controlled Substances Act or the Civil Asset Forfeiture Reform Act, regardless of whether or not the Property or the Mortgage shall become subject to forfeiture or seizure in connection therewith;

(r) Any default under a Net Lease by Borrower or Net Lease Tenant occurs and continues beyond any applicable notice and cure periods under the Net Lease;

(s) Any mortgagee or beneficiary under a deed of trust or mortgage secured by Net Lease Tenant’s interest in the Net Lease (a “Leasehold Mortgagee”) (which, in addition to any other obligations under the Net Lease, Borrower shall provide written notice of each Leasehold Mortgagee to Administrative Agent promptly upon obtaining knowledge thereof) completes a foreclosure, conveyance in lieu of foreclosure or other proceeding for the enforcement of its remedies under such deed of trust or mortgage, and the Leasehold Mortgagee, as either the successor tenant under the Net Lease or the guarantor of a successor tenant under the Net Lease, (i) would not otherwise satisfy the debt rating requirement necessary to release the Net Lease Tenant from all liability under the Net Lease in the event of an assignment of the Net Lease by Net Lease Tenant effective as of the Closing Date, or (ii) in the event clause (i) is not satisfied, is not otherwise reasonably acceptable to Administrative Agent; and

(t) Borrower or Guarantor or Net Lease Tenant (any of the following a “Bankruptcy”); provided, however that, solely with respect to Net Lease Tenant, a Bankruptcy of Net Lease Tenant shall only be an Event of Default if in connection therewith Net Lease Tenant rejects or fails to timely assume the Net Lease within the applicable statutory period (as it may be extended) set forth in the Bankruptcy Code):

(i) (A) Executes an assignment for the benefit of creditors, or takes any action in furtherance thereof; or (B) admits in writing its inability to pay, or fails to pay, its debts generally as they become due; or (C) as a debtor, files a petition, case, proceeding or other action pursuant to, or voluntarily seeks the benefit or benefits of, any Debtor Relief Law, or takes any action in furtherance thereof; or (D) seeks the appointment of a receiver, trustee, custodian or liquidator of the Property or any part thereof or of any significant portion of its other property; or

PAGE 60

(ii) Suffers the filing of a petition, case, proceeding or other action against it as a debtor under any Debtor Relief Law or seeking appointment (other than to the extent sought by Administrative Agent or any Lender) of a receiver, trustee, custodian or liquidator of the Property or any part thereof or of any significant portion of its other property, and (A) admits, acquiesces in or fails to contest diligently the material allegations thereof, or (B) the petition, case, proceeding or other action results in entry of any order for relief or order granting relief sought against it, or (C) in a proceeding under Debtor Relief Laws, the case is converted from one chapter to another, or (D) fails to have the petition, case, proceeding or other action permanently dismissed or discharged on or before the sixtieth (60th) day following the date of its filing; or

(iii) Conceals, removes, or permits to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them, or makes or suffers a transfer of any of its property which may be fraudulent under any fraudulent conveyance law or Debtor Relief Law; or makes any transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or suffers or permits, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings which are not vacated and such lien is not discharged prior to enforcement thereof or in any event within sixty (60) days from the date thereof.

The above and other provisions of the Loan Documents notwithstanding, in regard to any obligation or right of Net Lease Tenant under the Net Lease regarding any matter covered by this Agreement or any other Loan Document (including, without limitation, rebuilding after casualty or condemnation, Tax and other contests, assignments by Net Lease Tenant, subleases, alterations, reporting, insurance and environmental) and which are to be performed by the Net Lease Tenant under the Net Lease, compliance by Net Lease Tenant with the applicable provisions of the Net Lease shall be deemed compliance by Borrower under the Loan Documents with respect to such matter, to the extent the specific requirements in the Net Lease regarding such matter cover or are the same as the specific requirements contained in the Loan Documents.

7.2 Remedies. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent at its election may (but shall not be obligated to) without the consent of and shall at the direction of the Required Lenders, without notice, exercise any and all rights and remedies afforded by this Agreement, the other Loan Documents, applicable Law, equity or otherwise, including (a) declaring any and all Indebtedness immediately due and payable (provided that, without limitation of the foregoing, upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under any Debtor Relief Law, any obligation of Lenders to make advances shall automatically terminate, and the unpaid principal amount of the Loan outstanding and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of Administrative Agent or Lenders); (b) reducing any claim to judgment; (c) obtaining appointment of a receiver (to which Borrower hereby consents) and/or judicial or nonjudicial foreclosure under the

PAGE 61

Mortgage; (d) terminating Lenders’ Commitments; (e) in its own name on behalf of the Lenders or in the name of Borrower, entering into possession of the Property, leasing and operating the Property, performing all work and constructing Improvements; and (f) setting-off and applying, to the extent thereof and to the maximum extent permitted by applicable Law, any Reserve Account and sums in the Cash Management Account or the Lockbox Account, any and all deposits, funds, or assets at any time held and any and all other indebtedness at any time owing by Administrative Agent or any Lender to or for the credit or account of Borrower against any Indebtedness.

Borrower hereby appoints Administrative Agent as ▇▇▇▇▇▇▇▇’s attorney-in-fact, which power of attorney is irrevocable and coupled with an interest, with full power of substitution if Administrative Agent so elects, to do any of the following in Borrower’s name upon the occurrence and during the continuance of an Event of Default: (i) endorse the name of Borrower on any checks or drafts representing proceeds of any insurance policies, or other checks or instruments payable to Borrower with respect to the Property; (ii) prosecute or defend any action or proceeding incident to the Property; (iii) pay, settle, or compromise all bills and claims regarding the Property; (iv) perform the obligations and exercise the rights of Borrower under all Leases, guaranties and other agreements to which it is a party or by which the Property is bound, enter into Leases, guaranties and other agreements regarding the Property and pay all leasing, operating and capital expenses of the Property; and (v) take over and use all or any part of the labor, materials, supplies and equipment contracted for, owned by, or under the control of Borrower, whether or not previously incorporated into the Improvements. Neither Administrative Agent nor any Lender shall have any liability to Borrower for the sufficiency or adequacy of any such actions taken by Administrative Agent.

Article 8 — ADMINISTRATIVE AGENT

8.1 Appointment and Authorization of Administrative Agent.

(a) Each Lender hereby irrevocably (subject to Section 8.9) appoints, designates and authorizes Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The term “agent” herein and in the other Loan Documents with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, and its duties and responsibilities shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties:

PAGE 62

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, and no implied covenants, functions, responsibilities, obligations or liabilities shall be read into this Agreement or any other Loan Document or shall otherwise exist against Administrative Agent or its Related Parties;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower, Guarantor or any of their Related Parties that is communicated to or obtained by the Person serving as Administrative Agent or any of its Related Parties in any capacity.

(c) No individual Lender or group of Lenders shall have any right to amend or waive, or consent to the departure of any party from any provision of any Loan Document, or secure or enforce the obligations of Borrower or any other party pursuant to the Loan Documents, or otherwise. All such rights, on behalf of Administrative Agent or any Lender or Lenders, shall be held and exercised solely by and at the option of Administrative Agent for the pro rata benefit of the Lenders. Such rights, however, are subject to the rights of a Lender or Lenders, as expressly set forth in this Agreement, to approve matters or direct Administrative Agent to take or refrain from taking action as set forth in this Agreement. Except as expressly otherwise provided in this Agreement or the other Loan Documents, Administrative Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights, or taking or refraining from taking any actions which Administrative Agent is expressly entitled to exercise or take under this Agreement and the other Loan Documents, including (i) the determination if and to what extent matters or items subject to Administrative Agent’s satisfaction are acceptable or otherwise within its discretion, (ii) the making of Administrative Agent Advances, and (iii) the exercise of remedies pursuant to, but subject to, Article 7 or pursuant to any other Loan Document and any action so taken or not taken shall be deemed consented to by ▇▇▇▇▇▇▇.

(d) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to Borrower or Guarantor, no individual Lender or group of Lenders shall have the right, and Administrative Agent (irrespective of whether the principal of the Loan shall then be due and payable as herein expressed or by declaration or otherwise and

PAGE 63

irrespective of whether Administrative Agent shall have made any demand on Borrower or any other Person) shall be exclusively entitled and empowered on behalf of itself and the Lenders, by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loan and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of Lenders and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of Lenders and Administrative Agent and their respective agents and counsel and all other amounts due Lenders and Administrative Agent under Section 9.10 allowed in such judicial proceeding; and

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to Lenders, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent under Section 9.10.

Nothing contained herein shall be deemed to authorize Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of ▇▇▇▇▇▇▇ except as approved by the Required Lenders or to authorize Administrative Agent to vote in respect of the claims of Lenders except as approved by the Required Lenders in any such proceeding.

8.2 Delegation of Duties; Advice.

(a) Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article 8 shall apply to any such sub-agent and to the Related Parties of Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Loan as well as activities as Administrative Agent. Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

(b) Administrative Agent shall be entitled to advice of counsel and other consultant experts concerning all matters pertaining to such duties. Administrative Agent shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel or other consultant experts.

PAGE 64

8.3 Liability of Administrative Agent. Neither Administrative Agent nor any Related Party of Administrative Agent shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby () with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as Administrative Agent shall believe in good faith shall be necessary or () in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment, or (b) be responsible in any manner to any Lender for any recital, statement, representation or warranty made by Borrower, Guarantor, any subsidiary or Affiliate of Borrower or Guarantor, or any other Person, or any officer thereof, contained herein, or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. Neither Administrative Agent nor any Related Party of Administrative Agent shall be under any obligation to any Lender or participant or any other Person to inspect the properties, books or records of Borrower, Guarantor, any of their Related Parties or any other Person, or to ascertain or inquire into (u) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (v) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (w) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default, (x) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any lien purported to be created by the Loan Documents, (y) the value or the sufficiency of any Property, or (z) the satisfaction of any condition set forth herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

8.4 Reliance by Administrative Agent. Administrative Agent is authorized to rely upon the continuing authority of the Authorized Persons and Authorized Signers to bind Borrower with respect to all matters pertaining to the Loan and the Loan Documents, including the submission of Draw Requests and the selection of interest rates. Such authorization may be changed only upon written notice addressed to Administrative Agent accompanied by evidence, reasonably satisfactory to Administrative Agent, of the authority of the Person giving such notice. Such notice shall be effective not sooner than five (5) Business Days following receipt thereof by Administrative Agent. Without limitation of the foregoing, Administrative Agent shall be entitled to rely, and shall be fully protected, and shall be indemnified by Lenders pursuant to Section 8.7, in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, telephone message, email or other electronic (including any Internet or intranet website posting or other distribution) communication, statement or other document or conversation believed

PAGE 65

by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any party to the Loan Documents), independent accountants and other experts selected by Administrative Agent. In determining compliance with any condition hereunder to the making of the Loan that by its terms must be fulfilled to the satisfaction of a Lender, Administrative Agent may presume that such condition is satisfactory to such Lender unless Administrative Agent shall have received notice to the contrary from such Lender prior to the making of the Loan. For purposes of determining compliance with the conditions specified in Exhibit C each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date, specifying its objections. Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders or all Lenders if required hereunder as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Administrative Agent shall in all cases be fully protected, and shall be indemnified by Lenders pursuant to Section 8.7, in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders or such greater number of Lenders as may be expressly required hereby in any instance, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders. In the absence of written instructions from the Required Lenders or such greater number of Lenders, as expressly required hereunder, Administrative Agent may take or not take any action, at its discretion, unless this Agreement specifically requires the consent of the Required Lenders or such greater number of Lenders. Notwithstanding anything to the contrary herein, in no event shall Administrative Agent be required to take any action that it determines may expose Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and Administrative Agent shall be indemnified by Lenders pursuant to Section 8.7 with respect to such determination.

8.5 Notice of Default. Administrative Agent shall not be deemed to have knowledge or notice of any Default or Event of Default unless Administrative Agent shall have received written notice from a Lender or Borrower referring to this Agreement and describing such Default or Event of Default, and Administrative Agent determines that such Default (if it were to become an Event of Default) or Event of Default will have a Material Adverse Effect. Administrative Agent will notify Lenders of its receipt of any such notice. Administrative Agent shall take such action with respect to any such Event of Default as may be requested by the Required Lenders in accordance with Article 7; provided, however, that unless and until Administrative

PAGE 66

Agent has received any such request, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of Lenders.

8.6 Credit Decision; Disclosure of Information by Administrative Agent.

(a) Each Lender acknowledges that neither Administrative Agent nor any Related Party of Administrative Agent has made any representation or warranty to it, and that no act by Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of Borrower and Guarantor, shall be deemed to constitute any representation or warranty by Administrative Agent or any Related Party of Administrative Agent to any Lenders as to any matter, including whether Administrative Agent or any Related Party of Administrative Agent have disclosed material information in their possession. Each Lender represents to Administrative Agent that it has, independently and without reliance upon Administrative Agent or any Related Party of Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantor, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower and Guarantor hereunder. Each Lender also represents that it will, independently and without reliance upon Administrative Agent or any Related Party of Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantor.

(b) Administrative Agent promptly after its receipt shall provide each Lender such notices, reports and other documents expressly required to be furnished to Lenders by Administrative Agent herein. To the extent not already available to a Lender, Administrative Agent shall also provide each Lender and/or make available for such Lender’s inspection during reasonable business hours and at such Lender’s expense, promptly after such ▇▇▇▇▇▇’s written request therefor: (i) copies of the Loan Documents; (ii) such information as is then in Administrative Agent’s possession in respect of the current status of principal and interest payments and accruals in respect of the Loan; (iii) copies of all current financial statements in respect of ▇▇▇▇▇▇▇▇, Guarantor or other Person liable for payment or performance by Borrower of any obligations under the Loan Documents, then in Administrative Agent’s possession with respect to the Loan; and (iv) other current factual information then in Administrative Agent’s possession with respect to the Loan and bearing on the continuing creditworthiness of Borrower or Guarantor, or any of their respective Affiliates; provided that nothing contained in this Section shall impose any liability upon Administrative Agent for its failure to provide a Lender any of such Loan Documents, information, or financial statements, unless such failure constitutes willful misconduct or gross negligence on Administrative Agent’s part; and provided,

PAGE 67

further, that Administrative Agent shall not be obligated to provide any Lender with any information in violation of Law or any contractual restrictions on the disclosure thereof (provided such contractual restrictions shall not apply to distributing to a Lender factual and financial information expressly required to be provided herein). Except as set forth above, Administrative Agent shall not have any duty or responsibility to provide any Lenders with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or Guarantor or any of their respective Affiliates which may come into the possession of Administrative Agent or any Related Party of Administrative Agent.

8.7 Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, Lenders hereby indemnify Administrative Agent and each Related Party of Administrative Agent (to the extent not reimbursed by or on behalf of ▇▇▇▇▇▇▇▇ and without limiting the obligation of Borrower to do so), pro rata, and hold harmless Administrative Agent and each Related Party of Administrative Agent from and against any and all Indemnified Liabilities incurred by it, including before, during and after any foreclosure of the Mortgage, other exercise of rights and remedies or sale of the Property; provided, however, that no Lender shall be liable for the payment to Administrative Agent or any Related Party of Administrative Agent of any portion of such Indemnified Liabilities to the extent determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Person’s own gross negligence or willful misconduct; provided, further, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. All payments on account of the foregoing shall be due and payable ten (10) days after demand by Administrative Agent therefor. Without limitation of the foregoing, to the extent that Administrative Agent is not reimbursed by or on behalf of ▇▇▇▇▇▇▇▇, each Lender shall reimburse Administrative Agent within ten (10) days after demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by Administrative Agent as described in Section 9.10. The undertaking in this Section shall survive the resignation or replacement of Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, the termination of this Agreement and the repayment, satisfaction or discharge of all Obligations.

8.8 Administrative Agent in Individual Capacity. Administrative Agent, in its individual capacity, and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust, financial, advisory, underwriting or other business with any party to the Loan Documents and their respective subsidiaries and other Affiliates as though Administrative Agent was not Administrative Agent hereunder, without notice to or consent of Lenders and without any duty to account therefor to Lenders. Lenders acknowledge that Borrower and Bank of America or its Affiliate have entered or may enter into Swap Transactions. Lenders shall have no right to share in any portion of any payments made by Borrower under the terms of such Swap Transactions (except and to the extent Lenders shall have participated with

PAGE 68

Bank of America or such Affiliate in such Swap Transactions). Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding any party to the Loan Documents, or their respective Affiliates (including information that may be subject to confidentiality obligations in favor of such parties or such parties’ Affiliates) and acknowledge that Administrative Agent shall be under no obligation to provide such information to them. With respect to its Pro Rata Share of the Loan, Bank of America shall have the same rights and powers under this Agreement as any other Lenders and may exercise such rights and powers as though it were not Administrative Agent or party to Swap Transactions, and the terms “Lender” and “Lenders” include Bank of America in its individual capacity.

8.9 Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon thirty (30) days’ notice to ▇▇▇▇▇▇▇. Additionally, if the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to Borrower and such Person, remove such Person as Administrative Agent. If Administrative Agent resigns or is so removed by the Required Lenders under this Agreement, the Required Lenders shall appoint from among ▇▇▇▇▇▇▇ a successor administrative agent for Lenders, which successor administrative agent shall be subject to the consent of Borrower at all times other than during the existence of an Event of Default (which consent of Borrower shall not be unreasonably withheld or delayed). Upon the acceptance by the successor administrative agent of its appointment as successor administrative agent hereunder, the retiring Administrative Agent’s resignation or removal, as applicable, shall be effective, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, or on or before the removal day specified by Required Lenders in their removal notice to Administrative Agent and Borrower, whichever applies, then the retiring Administrative Agent may appoint, after consulting with ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇, a successor administrative agent from among ▇▇▇▇▇▇▇; provided, however, that the retiring Administrative Agent’s resignation or removal, as applicable, shall nevertheless become effective upon such thirtieth (30th) day, or upon the removal day set forth in Required Lenders’ removal notice, whichever applies, and on such day Lenders shall perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After the effective date any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article 8 and other applicable Sections of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

PAGE 69

8.10 Releases; Acquisition and Transfers of Collateral.

(a) Lenders hereby irrevocably authorize Administrative Agent to transfer or release any lien on, or after foreclosure or other acquisition of title by Administrative Agent on behalf of Lenders to transfer or sell, any Loan collateral (i) upon the termination of the Commitments, the termination of all obligations of each Swap Counterparty to advance any funds under any Swap Contract, and payment and satisfaction in full of all Indebtedness; (ii) constituting a release, transfer or sale of a lien or Loan collateral if Borrower will certify to Administrative Agent that the release, transfer or sale is permitted under this Agreement or the other Loan Documents (and Administrative Agent may rely conclusively on any such certificate, without further inquiry); or (iii) after foreclosure or other acquisition of title (1) in the discretion of Administrative Agent if a purchase price of at least ninety percent (90%)) of the value indicated in the most recent appraisal of the collateral obtained by Administrative Agent and made in accordance with regulations governing Administrative Agent, less any reduction indicated in the appraised value estimated by any experts in the applicable areas engaged by Administrative Agent; or (2) if approved by the Required Lenders.

(b) If all or any portion of the Loan collateral is acquired by foreclosure or by deed (or assignment) in lieu of foreclosure, Administrative Agent shall take title to the collateral in its name or by an Affiliate of Administrative Agent, but for the benefit of all Lenders in their Pro Rata Shares on the date of the foreclosure sale or recordation of the deed (or assignment) in lieu of foreclosure (the “Acquisition Date”). Administrative Agent and all Lenders hereby expressly waive and relinquish any right of partition with respect to any collateral so acquired. After any collateral is acquired, Administrative Agent shall appoint and retain one or more Persons (individually and collectively, the “OREO Property Manager”) experienced in the management, leasing, sale and/or disposition of similar properties. As of the Acquisition Date, the insurance policies referred to in Section 4.7 (including unearned premiums) and all proceeds payable thereunder shall vest in Administrative Agent for the benefit of all Lenders in their Pro Rata Shares, to the extent permissible under such policies.

(c) After consulting with the OREO Property Manager, Administrative Agent shall prepare a written plan for operation, management, improvement, maintenance, repair, sale and disposition of the Loan collateral and a budget for the aforesaid, which may include a reasonable management fee payable to Administrative Agent (the “Business Plan”). Administrative Agent will deliver the Business Plan not later than the sixtieth (60th) day after the Acquisition Date to each Lender with a written request for approval of the Business Plan. If the Business Plan is approved by the Required Lenders, Administrative Agent and the OREO Property Manager shall adhere to the Business Plan until a different Business Plan is approved by the Required Lenders. Administrative Agent may propose an amendment to the Business Plan as it deems appropriate, which shall also be subject to Required Lender approval. If the Business Plan (as may be amended) proposed by Administrative Agent is not approved by the Required Lenders, or if sixty (60) days have elapsed following the Acquisition Date without a Business Plan being proposed by Administrative Agent, any Lender may propose an alternative Business Plan, which Administrative Agent shall submit to all Lenders for their approval. If an alternative

PAGE 70

Business Plan is approved by the Required Lenders, Administrative Agent may appoint one of the approving Lenders to implement the alternative Business Plan. Notwithstanding any other provision of this Agreement, unless in violation of an approved Business Plan or otherwise in an emergency situation, Administrative Agent shall, subject to Section 8.10(a), have the right but not the obligation to take any action in connection with the Loan collateral (including those with respect to all Real Property Taxes, Insurance Premiums, operation, management, improvement, maintenance, repair, sale and disposition), or any portion thereof.

(d) Upon request by Administrative Agent or Borrower at any time, ▇▇▇▇▇▇▇ will confirm in writing Administrative Agent’s authority to sell, transfer or release any such liens of particular types or items of Loan collateral pursuant to this Section 8.10; provided, however, that (i) Administrative Agent shall not be required to execute any document necessary to evidence such release, transfer or sale on terms that, in Administrative Agent’s opinion, would expose Administrative Agent to liability or create any obligation or entail any consequence other than the transfer, release or sale without recourse, representation or warranty, and (ii) such transfer, release or sale shall not in any manner discharge, affect or impair the obligations of Borrower other than those expressly being released.

(e) If only two (2) Lenders exist at the time Administrative Agent receives a purchase offer for Loan collateral, the consent of the Required Lenders is required pursuant to Section 8.10(a), and one of the Lenders does not consent within ten (10) Business Days after notification from Administrative Agent, the consenting Lender may, in writing to the other Lender, offer (“Purchase Offer”) to purchase all of the non-consenting Lender’s right, title and interest in such collateral for a purchase price equal to the non-consenting ▇▇▇▇▇▇’s Pro Rata Share of the net proceeds anticipated from such sale of such collateral (as reasonably determined by Administrative Agent, including the undiscounted face principal amount of any purchase money obligation not payable at closing) (“Net Disposition Proceeds”). Within ten (10) Business Days thereafter the non-consenting Lender shall be deemed to have accepted such Purchase Offer unless the non-consenting Lender notifies Administrative Agent that it elects to purchase all of the consenting ▇▇▇▇▇▇’s right, title and interest in such collateral for a purchase price payable by the non-consenting Lender in an amount equal to the consenting Lender’s Pro Rata Share of the Net Disposition Proceeds. Any amount payable hereunder by a Lender shall be due on the earlier to occur of the closing of the sale of such collateral or ninety (90) days after receipt by the non-consenting Lender of the Purchase Offer, regardless of whether such collateral is sold.

8.11 Application of Payments. Except as otherwise provided below with respect to Defaulting Lenders, aggregate principal and interest payments, payments for Indemnified Liabilities and/or foreclosure or sale of the collateral, and net operating income from the collateral during any period it is owned by Administrative Agent on behalf of Lenders (“Payments”) shall be apportioned pro rata among Lenders and payments of any fees (other than fees designated for Administrative Agent’s separate account) shall, as applicable, be apportioned pro rata among Lenders. All pro rata Payments shall be remitted to Administrative Agent and, except as otherwise provided below with respect to Excluded Swap Obligations, all such payments not

PAGE 71

constituting payment of specific fees, and all proceeds of the Property received by Administrative Agent, shall be applied first, to pay any fees, indemnities, costs, expenses (including those in Section 8.7) and reimbursements then due to Administrative Agent from Borrower (including any of the foregoing constituting Administrative Agent Advances, together with interest thereon); second, to pay any fees, costs, expenses and reimbursements then due to Lenders from Borrower (including any of the foregoing constituting Administrative Agent Advances, together with interest thereon, reimbursed by ▇▇▇▇▇▇▇); third, to pay (on a pari passu basis) pro rata interest and late charges due in respect of the Indebtedness and regularly occurring payments under any Secured Swap Contract; fourth, to pay (on a pari passu basis) or prepay pro rata principal of the Indebtedness and “Settlement Amounts” or “Close-Out Amounts”, and similar payments, as applicable, payable by Borrower under Swap Transactions with respect to Secured Swap Contracts; and last, to Borrower, if required by Law, or Lenders in Pro Rata Share percentages equal to their percentages at the termination of the Aggregate Commitments.

Notwithstanding anything to the contrary in this Agreement:

(i) Excluded Swap Obligations with respect to any Borrower shall not be paid with amounts received from such Borrower, but appropriate adjustments shall be made with respect to payments from other Borrowers to preserve the allocation to Obligations otherwise set forth above in this Section; and

(ii) obligations arising under Secured Swap Contracts shall be excluded from the application described above in this Section 8.11 if Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as Administrative Agent may request, from the applicable Hedge Bank. Each Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to the terms of this Article 8 for itself and its Affiliates as if a “Lender” party hereto.

8.12 Administrative Agent Advances.

(a) Administrative Agent is authorized, from time to time, in Administrative Agent’s sole discretion to make, authorize or determine Additional Advances and other advances, or otherwise expend funds, on behalf of ▇▇▇▇▇▇▇ (“Administrative Agent Advances”), (i) to pay any costs, fees and expenses as described in Section 9.10, (ii) when the applicable conditions precedent set forth in Exhibit C have been satisfied to the extent required by Administrative Agent, and (iii) when Administrative Agent deems necessary or desirable to preserve or protect the Property or any portion thereof (including those with respect to Real Property Taxes, Insurance Premiums, operation, management, improvements, maintenance, repair, sale and disposition) (A) subject to Section 8.5, after the occurrence of an Event of Default, and (B) subject to Section 8.10, after acquisition of all or a portion of the Property by foreclosure or otherwise.

(b) Administrative Agent Advances shall constitute obligatory advances of Lenders under this Agreement, shall be repayable on demand and secured by the Property,

PAGE 72

and if unpaid by Lenders as set forth below, shall bear interest at the rate applicable to such amount under the Loan or if no longer applicable, at the Base Rate. Administrative Agent shall notify each Lender in writing of each Administrative Agent Advance. Upon receipt of notice from Administrative Agent of its making of an Administrative Agent Advance, each Lender shall make the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Administrative Agent Advance available to Administrative Agent, in same day funds, to such account of Administrative Agent as Administrative Agent may designate, (i) on or before 3:00 p.m. Eastern time on the day Administrative Agent provides Lenders with notice of the making of such Administrative Agent Advance if Administrative Agent provides such notice on or before 12:00 p.m. Eastern time, or (ii) on or before 12:00 p.m. Eastern time on the Business Day immediately following the day Administrative Agent provides Lenders with notice of the making of such Administrative Agent Advance if Administrative Agent provides notice after 12:00 p.m. Eastern time.

8.13 Defaulting Lender.

8.13.1 Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(a) Waivers and Amendments. Such Defaulting ▇▇▇▇▇▇’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 9.8.

(b) Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 or otherwise) or received by Administrative Agent from a Defaulting Lender pursuant to Section 9.7 shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder; second, as Borrower may request (so long as no Default or Event of Default exists), to the funding of any advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; third, if so determined by Administrative Agent and Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to advances under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any advances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such advances were made at a time when the conditions for same, if any, were satisfied or waived, such payment shall be applied solely

PAGE 73

to pay the advances of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any advances of such Defaulting Lender until such time as all advances are held by the Lenders pro rata in accordance with the Commitments hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

8.13.2 Defaulting Lender Cure. If ▇▇▇▇▇▇▇▇ and Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding advances of the other Lenders or take such other actions as Administrative Agent may determine to be necessary to cause the Commitments (and outstanding principal balance of all advances) to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that ▇▇▇▇▇▇’s having been a Defaulting Lender.

8.14 Lender ERISA Representation and Warranty. Each Lender represents and warrants as of the date hereof to Administrative Agent and Arranger and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of Borrower or any Guarantor, that (a) such Lender is not and will not be (i) an “employee benefit plan,” as defined in Section 3(3) of ERISA or (ii) a “plan” within the meaning of Section 4975(e) of the Code; (b) the assets of such Lender do not and will not constitute “plan assets” within the meaning of the United States Department of Labor Regulations set forth in 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA; (c) such Lender is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA; and (d) transactions by or with such Lender are not and will not be subject to federal, state or local statutes applicable to such Lender regulating investments of fiduciaries with respect to governmental plans.

8.15 Benefit. The terms and conditions of this Article are inserted for the sole benefit of Administrative Agent and Lenders; the same may be waived in whole or in part, with or without terms or conditions, without prejudicing Administrative Agent’s or Lenders’ rights to later assert them in whole or in part.

8.16 Co‑Agents; Lead Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “co‑agent,” “bookrunner,” or “lead manager,” “arranger,” “lead arranger” or “co-arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified as a “syndication agent,” “documentation agent,” “co-agent” or “lead manager” shall have or be deemed to have any fiduciary

PAGE 74

relationship with any Lenders. Each Lender acknowledges that it has not relied, and will not rely, on any of Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

8.17 Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time Administrative Agent makes a payment hereunder in error to any Lender (the “Credit Party”), whether or not in respect of an Obligation due and owing by Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Party receiving a Rescindable Amount severally agrees to repay to Administrative Agent forthwith on demand the Rescindable Amount received by such Credit Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. Each Credit Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. Administrative Agent shall inform each Credit Party promptly upon determining that any payment made to such Credit Party comprised, in whole or in part, a Rescindable Amount.

8.18 Lender Participation in Swap Transactions. If Borrower enters into any Swap Transaction and Swap Contract with one or more Lenders, such Lender(s) shall notify each other then-existing Lender of the terms of each such Swap Transaction and each then-existing Lender (other than a Defaulting Lender) shall have the right in its sole discretion to participate in each such Swap Transaction pro rata according to such ▇▇▇▇▇▇’s Pro Rata Share of the amount of the applicable Swap Transaction. All such participation interests shall be governed pursuant to separate documentation.

8.19 Swap Contracts. Except as otherwise expressly set forth herein, no Hedge Bank that obtains the benefit of the provisions of Section 8.11 or any Individual Property by virtue of the provisions hereof or any Loan Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Individual Property (including the release or impairment of any Individual Property) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or any Loan Document) other than in its capacity as a Lender if such Hedge Bank is also a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article 8 to the contrary, Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Swap Contracts except to the extent expressly provided herein and unless Administrative Agent has received a Secured Party Designation Notice with respect to the related Swap Obligations, together with such supporting documentation as

PAGE 75

Administrative Agent may request, from the applicable Hedge Bank. Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, obligations arising under Swap Contracts.

Article 9 — GENERAL TERMS AND CONDITIONS

9.1 Consents; ▇▇▇▇▇▇▇▇’s Indemnity.

9.1.1 Consents. Except where otherwise expressly provided in the Loan Documents, in any instance where the approval, consent or the exercise of Administrative Agent’s or Lenders’ judgment is required under any Loan Document, the granting or denial of such approval or consent and the exercise of such judgment shall be (a) within the sole discretion of Administrative Agent or Lenders, (b) deemed to have been given only by a specific writing intended for the purpose given and executed by Administrative Agent or Lenders, and (c) free from any limitation or requirement of reasonableness. Notwithstanding any approvals or consents by Administrative Agent or Lenders, neither Administrative Agent nor any Lender has any obligation or responsibility whatsoever for the adequacy, form or content of any appraisal, environmental, engineering, property condition or other inspection, audit, report or assessment, any contract, any change order, any lease, or any other matter incident to the Property. Any appraisal, inspection, audit, report or assessment of the Property or the books and records of Borrower or Guarantor, or the procuring of documents and financial and other information, by or on behalf of Administrative Agent shall be for Administrative Agent’s and Lenders’ protection only, and shall not constitute an assumption of responsibility to Borrower or anyone else with regard to the condition, value, construction, maintenance or operation of the Property, or relieve Borrower or Guarantor of any of its obligations.

9.1.2 Borrower’s Indemnity. Neither Administrative Agent nor any Lender shall be liable or responsible for, and ▇▇▇▇▇▇▇▇ shall indemnify Administrative Agent, each Related Party of Administrative Agent, and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively, the “Indemnitees”) from and against: (a) any third-party claim, action, actual out-of-pocket loss or actual out-of-pocket cost (including reasonable attorneys’ fees and out-of-pocket costs) arising from, relating to or otherwise in connection with (i) the Leases, the Property and the Improvements, including any defect therein, (ii) the Lockbox Account, the Cash Management Account, and all other accounts of Borrower or the Property, (iii) the protection, preservation, operation, management, improvement, maintenance, repair, sale and disposition of the Property (including those with respect to Real Property Taxes, Insurance Premiums, and leasing costs and broker fees related thereto (other than fees due a broker or other agent retained by Administrative Agent) or (iv) the performance of any obligation of Borrower whatsoever; (b) any and all liabilities, obligations, actual out-of-pocket losses, damages, penalties, third-party claims, demands, actions, judgments, suits, actual out-of-pocket costs, actual out-of-pocket expenses and disbursements (including reasonable attorneys’ fees and costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out

PAGE 76

of or in connection with (i) any of the matters described in the foregoing clause (a), (ii) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (iii) any Commitment or the Loan, including all claims by any actual or alleged broker for Borrower or any Related Party of Borrower for brokerage fees in connection with the Loan, (iv) Borrower’s use of any appraisal provided by Administrative Agent to Borrower and/or subsequent use of any such appraisal by any third party to whom ▇▇▇▇▇▇▇▇ provides such appraisal, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto, including all actual out-of-pocket costs and expenses incurred by any Indemnitee in connection with any subpoena, deposition or otherwise acting as a witness; (c) any and all claims, demands, actions or causes of action arising out of or relating to the use of Information (as defined in Section 9.5) or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with this Agreement; and (d) any and all liabilities, losses, costs or expenses (including attorneys’ fees and costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding and whether it is defeated, successful or withdrawn, (all of the foregoing, collectively, the “Indemnified Liabilities”). Nothing, including any advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Administrative Agent or Lenders. All payments on account of the Indemnified Liabilities shall be due and payable ten (10) days after demand by Administrative Agent therefor. In no event shall Borrower have any indemnity obligations hereunder to the extent (x) any of the foregoing arises out of the gross negligence, illegal acts, fraud, willful misconduct or material breach of any Loan Document by any Indemnitee, or (y) the subject matter arises from conditions or events first occurring after the date Administrative Agent, Lender or its designee or nominee successfully forecloses the lien of the Mortgage on the Property, or accepts a deed in lieu of foreclosure to the Property (it being agreed and understood that Borrower’s indemnification obligation hereunder shall continue with respect to matters, events or circumstances which first occurred or arose prior to such date even if discovered after such date), and in each case of (x) or (y), is not caused or directed by ▇▇▇▇▇▇▇▇, any Guarantor or any of their respective Affiliates or agents (excluding Administrative Agent, Lender or its designee or nominee). Notwithstanding anything to the contrary herein, in no event shall Borrower be liable for any special, consequential, punitive or exemplary damages (including, without limitation, lost revenue and diminution in value unless required to be paid to a third-party).

9.2 Miscellaneous.

9.2.1 Integration; Effectiveness. This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to Administrative Agent constitute the

PAGE 77

entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when it shall have been executed by Administrative Agent and when Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

9.2.2 Electronic Signatures. This Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures, including, without limitation, facsimile and/or .pdf. ▇▇▇▇▇▇▇▇ agrees that any Electronic Signature (including, without limitation, facsimile or .pdf) on or associated with any Communication shall be valid and binding on Borrower to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this Section may include use or acceptance by Administrative Agent and each of the Lenders of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Administrative Agent and each of the Lenders may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent Administrative Agent has agreed to accept such Electronic Signature, Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature believed in good faith to have been given by or on behalf of Borrower or any Guarantor without further verification and (b) upon the request of Administrative Agent or any Lender, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed, original counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

9.2.3 Severability. A determination that any provision of this Agreement or any other Loan Document is unenforceable or invalid shall not affect the enforceability or validity of any other provision and the determination that the application of any provision of this Agreement to any Person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to other Persons or circumstances. The parties shall endeavor in good faith negotiations to replace the unenforceable or invalid provisions with valid

PAGE 78

provisions the economic effect of which comes as close as possible to that of the unenforceable or invalid provisions. The unenforceability or invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by Administrative Agent, then such provisions shall be deemed to be in effect only to the extent not so limited.

9.2.4 Time of the Essence. Time shall be of the essence with respect to Borrower’s obligations under the Loan Documents.

9.2.5 Governing Law.

THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY ▇▇▇▇▇▇ AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS IN REAL PROPERTY (INCLUDING ALL IMPROVEMENTS AND FIXTURES THEREON AND RELATED COLLATERAL) CREATED PURSUANT TO THE LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE WHERE SUCH REAL PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN), AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW

PAGE 79

YORK PURSUANT TO SECTION 5‑1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. NOTWITHSTANDING THE FOREGOING, THE PARTIES AGREE THAT THE PROVISIONS OF SECTIONS 1301 TO 1391 (INCLUSIVE) OF THE NEW YORK REAL PROPERTY ACTIONS AND PROCEEDINGS LAW SHALL, TO THE EXTENT WAIVABLE, NOT APPLY TO THE ENFORCEMENT OF ANY OF THE OBLIGATIONS SET FORTH IN THE LOAN DOCUMENTS; IT BEING ACKNOWLEDGED AND AGREED BY THE PARTIES HERETO THAT NONE OF THE INDIVIDUAL PROPERTIES ARE LOCATED IN THE STATE OF NEW YORK; AND THE FORECLOSURE LAWS OF THE APPLICABLE STATE WHERE EACH INDIVIDUAL PROPERTY IS LOCATED SHALL GOVERN ANY FORECLOSURE OR SIMILAR ACTION.

ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ADMINISTRATIVE AGENT, LENDERS OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL, AT THE ADMINISTRATIVE AGENT’S OPTION BE INSTITUTED IN (OR, IF PREVIOUSLY INSTITUTED, MOVED TO) ANY FEDERAL OR STATE COURT DESIGNATED BY ADMINISTRATIVE AGENT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK; PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE FOREGOING AND FOR THE AVOIDANCE OF DOUBT, BORROWER, ADMINISTRATIVE AGENT AND LENDERS ACKNOWLEDGE AND AGREE THAT ANY ACTION RELATING TO THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS IN REAL PROPERTY (INCLUDING ALL IMPROVEMENTS AND FIXTURES THEREON AND RELATED COLLATERAL) CREATED PURSUANT TO THE LOAN DOCUMENTS MAY, AT THE ADMINISTRATIVE AGENT’S OPTION BE INSTITUTED IN (OR, IF PREVIOUSLY INSTITUTED, MOVED TO) ANY APPLICABLE COURT IN THE STATE WHERE SUCH REAL PROPERTY IS LOCATED. BORROWER HEREBY (I) WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING AND (II) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER, ADMINISTRATIVE AGENT AND ▇▇▇▇▇▇▇ HEREBY ACKNOWLEDGE AND AGREE THAT THE FOREGOING AGREEMENT, WAIVER AND SUBMISSION ARE MADE PURSUANT TO SECTION 5‑1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

BORROWER DOES HEREBY DESIGNATE AND APPOINT:

CT Corporation System
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

New York, New York 10005

AS ITS AUTHORIZED AGENT TO RECEIVE AND FORWARD ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY

PAGE 80

SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. ▇▇▇▇▇▇▇▇ (I) SHALL GIVE PROMPT NOTICE TO ADMINISTRATIVE AGENT OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

9.2.6 Electronic Delivery.

(a) Documents required to be delivered pursuant to Sections 4.7 and 4.16 and Exhibit B (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically (including by use of the Platform, the Online Banking Portal, or such other delivery method as may be approved by Administrative Agent) and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, uploads such documents on the Platform, the Online Banking Portal, or such other delivery method as may be approved by Administrative Agent; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by Administrative Agent); provided that: (A) Borrower shall deliver paper copies of such documents to Administrative Agent or any Lender upon its request to Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by Administrative Agent or such Lender and (B) Borrower shall notify Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

(b) Borrower hereby acknowledges that (i) Administrative Agent and/or Arranger may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, SyndTrak or another similar electronic system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities. ▇▇▇▇▇▇▇▇ hereby agrees

PAGE 81

that so long as Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (A) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Administrative Agent, Arranger and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrower or its securities for purposes of United States Federal and state securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.5); (B) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information,” and (C) Administrative Agent and Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”

9.2.7 Notices; Electronic Communication.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile (with a confirmatory duplicate copy sent by United States first class mail) or electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) to the address, facsimile number, electronic mail address or telephone number specified for notices as follows (unless changed by similar notice in writing given by the particular party whose address is to be changed):

(1) if to Borrower at the addresses set forth on the signature page of this Agreement,

(2) if to any Guarantor at the addresses set forth on the signature page of the Carveout Guaranty,

(3) or if to Administrative Agent to the addresses set forth on the Schedule of Lenders;

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to Borrower);

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received or rejected; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of

PAGE 82

business on the next Business Day for the recipient); provided, however, that service of a notice required by any applicable statute shall be considered complete when the requirements of that statute are met. Notices and other communications delivered through electronic communications to the extent provided in sub clause (b) below, shall be effective as provided in such clause (b).

(b) Electronic Communications. Notices and other communications to Lenders hereunder may be delivered or furnished by electronic communication (including e‑mail, and Internet or intranet websites) pursuant to procedures approved by Administrative Agent. Administrative Agent or Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrower, any Lender, or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrower’s, any Guarantor’s or Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet.

(d) Change of Address, Etc. Each of Borrower or Administrative Agent may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to ▇▇▇▇▇▇▇▇ and Administrative Agent. In addition, each ▇▇▇▇▇▇ agrees to notify Administrative Agent from time to time to ensure that Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees

PAGE 83

to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Borrower or its securities for purposes of United States Federal or state securities laws.

(e) Reliance by Administrative Agent and ▇▇▇▇▇▇▇. Administrative Agent and Lenders shall be entitled to rely and act upon any notices (including telephonic notices, any notices received by Administrative Agent given through the Online Banking Portal, and Draw Requests) purportedly given by or on behalf of Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. All telephonic notices to and other telephonic communications with Administrative Agent may be recorded by Administrative Agent, and each of the parties hereto hereby consents to such recording. If a Lender does not notify or inform Administrative Agent of whether or not it consents to, or approves of, or agrees to any matter of any nature whatsoever with respect to which its consent, approval or agreement is required under the express provisions of this Agreement or with respect to which its consent, approval or agreement is otherwise requested by Administrative Agent, in connection with the Loan or any matter pertaining to the Loan, within ten (10) Business Days (or such longer period as may be specified by Administrative Agent) after such consent, approval or agreement is requested by Administrative Agent, Lender shall be deemed to have given its consent, approval or agreement, as the case may be, with respect to the matter in question.

9.3 Payments Set Aside. To the extent that any payment by or on behalf of Borrower is made to Administrative Agent or any Lender, or Administrative Agent or any Lender exercises any right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law, to a depository (including Administrative Agent, any Lender or its or their Affiliates) for returned items or insufficient collected funds, or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally agrees to pay to Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

PAGE 84

9.4 Successors and Assigns.

(a) Successors and Assigns Generally. Subject to Section 8.15, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 9.4(b), (ii) by way of participation in accordance with the provisions of Section 9.4(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 9.4(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent permitted in Section 9.4(d) and, to the extent expressly contemplated hereby, the Related Parties of each of Administrative Agent and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by ▇▇▇▇▇▇▇. Any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and Pro Rata Share of the Loan at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning ▇▇▇▇▇▇’s Commitment and Pro Rata Share of the Loan at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in Section 9.4(b)(i)(B) in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in Section 9.4(b)(i)(A), the aggregate amount of the Commitment (which for this purpose includes the Pro Rata Share of the Loan outstanding) or, if the Commitment is not then in effect, the principal outstanding Pro Rata Share of the Loan that is subject to each such assignment, determined as of the “Effective Date” specified in the Assignment and Assumption, shall not be less than $10,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s rights and obligations under this Agreement with respect to its Pro Rata Share of the Loan and the Commitment assigned.

PAGE 85

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by Section 9.4(b)(i)(B) and, in addition:

(A) the consent of Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within ten (10) Business Days after having received notice thereof, and provided, further, that Borrower’s consent shall not be required during the primary syndication of the Loan, unless such assignment is to an entity that is a debt fund, in which case, ▇▇▇▇▇▇▇▇’s consent (such consent not to be unreasonably withheld or delayed) shall be required unless the foregoing (1) and (2) in this clause (A) apply; and

(B) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500 plus the cost of any applicable endorsement to the Title Insurance or new Title Insurance; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. Administrative Agent shall promptly upon receipt thereof, deliver a copy of each such Assignment and Assumption to Borrower.

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to Borrower, Guarantor or any Affiliate or Subsidiary of the foregoing, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person, (D) to any of the Prohibited Lenders or (E) only if no Event of Default exists, without ▇▇▇▇▇▇▇▇’s consent (not to be unreasonably withheld), to any entity that is a debt fund. For the avoidance of doubt and notwithstanding anything to the contrary herein, in no event shall any Lender or any Participant be a Prohibited Lender or, if no Event of Default exists, without Borrower’s consent (not to be unreasonably withheld), a debt fund.

(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or

PAGE 86

other compensating actions, including funding, with the consent of Borrower and Administrative Agent, the applicable Pro Rata Share of the Loan previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full Pro Rata Share of the Loan. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this Section 9.4(b), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by Administrative Agent pursuant to Section 9.4(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of this Agreement with respect to Borrower’s obligations surviving termination of this Agreement); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that ▇▇▇▇▇▇’s having been a Defaulting Lender. Upon request by Administrative Agent, ▇▇▇▇▇▇▇▇ (at its expense) shall execute and deliver substitute Note(s) to Administrative Agent for the assignee, and, for partial assignments, the assignor in replacement of the assignor’s then-existing Note (each, a “Replacement Note”). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.4(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.4(d).

(c) Register. Administrative Agent, acting solely for this purpose as an agent of Borrower (and such agency being solely for tax purposes), shall maintain at Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of Lenders, and the Commitments of, and the principal amount (and stated interest) of each Lender’s Pro Rata Share of the Loan owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and ▇▇▇▇▇▇▇▇, Administrative Agent and Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior written notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, Borrower or Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender, any of the Prohibited Lenders, any entity that is a

PAGE 87

debt fund (only so long as no Event of Default exists) unless Borrower consents (not to be unreasonably withheld) provided that if an Event of Default exists participations to any entity that is a debt fund shall not be restricted, Borrower, Guarantor or any Affiliate or Subsidiary of Borrower or Guarantor) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or its Pro Rata Share of the Loan owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) Borrower, Administrative Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 8.7 without regard to the existence of any participation.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the second proviso of Section 9.8 that affects such Participant. Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.1, 2.5 and 2.6 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.4(b) (it being understood that the documentation required under Section 2.1(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.4(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 2.7 and 9.11 as if it were an assignee under Section 9.4(b) and (B) shall not be entitled to receive any greater payment under Section 2.1 or 2.5, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s written request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.7 with respect to any Participant. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 9.6 as though it were a Lender; provided that such Participant agrees to be subject to Section 9.7 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amount (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Except as otherwise

PAGE 88

provided herein, Borrower shall have no obligation to recognize or deal directly with any Participant, and no Participant shall have any right to deal directly with Borrower with respect to the rights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of Lender or Administrative Agent, as applicable, to bind Participant, notwithstanding that the particular action in question may, pursuant to this Agreement or an agreement among Lender and one or more Participants or otherwise, be subject to the consent or direction of some or all of the Participants.

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto and no such pledge or assignment shall be to any of the Prohibited Lenders.

9.5 Treatment of Certain Information; Confidentiality. Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (defined below), except that Information may be disclosed (a) to its Affiliates, its auditors and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and agree or are otherwise obligated to keep such Information confidential), (b) upon prior notice to Borrower to the extent permissible and practicable, to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) upon prior notice to Borrower to the extent permissible by applicable Laws or regulations or by any subpoena or similar legal process, to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any Swap Transaction under which payments are to be made by reference to Borrower or any Guarantor and their respective obligations, this Agreement or payments hereunder, (g) [intentionally omitted], (h) with the prior written consent of Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Administrative Agent or any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower. In addition, Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement customary for league table credit (and which shall not include financial information) to market data collectors, similar service providers to the lending industry and service

PAGE 89

providers to Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

For purposes of this Section, “Information” means all information received from Borrower or any Guarantor relating to Borrower or any Guarantor or any of their respective businesses, other than any such information that is available to Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by Borrower or any Guarantor. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such information as such Person would accord to its own confidential information, which in no event shall such exercise be less than commercially reasonable efforts.

Each of Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning Borrower or a Guarantor, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

9.6 Set-off. In addition to any rights and remedies of Administrative Agent and Lenders provided by applicable Law, upon the occurrence and during the continuance of any Event of Default, Administrative Agent and, with the prior written consent of Administrative Agent, each Lender, is authorized at any time and from time to time, without prior notice to Borrower or any other party to the Loan Documents, any such notice being waived by Borrower (on its own behalf and on behalf of each party to the Loan Documents to the fullest extent permitted by Law), to set-off and apply any and all deposits, general or special, time or demand, provisional or final, any time owing by Administrative Agent or Lenders hereunder or under any other Loan Document to or for the credit or the account of Borrower against any and all Indebtedness of Borrower, irrespective of whether or not Administrative Agent or Lenders shall have made demand under this Agreement or any other Loan Document and although such Indebtedness may be contingent or unmatured or denominated in a currency different from that of the applicable depositor indebtedness. Each Lender agrees promptly to notify Borrower and Administrative Agent after any such set‑off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set‑off and application.

9.7 Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the portions of the Loan advanced by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the portions of the Loan made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such portions of the Loan or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such

PAGE 90

purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying ▇▇▇▇▇▇’s ratable share (according to the proportion of (i) the amount of such paying ▇▇▇▇▇▇’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered without further interest thereon. ▇▇▇▇▇▇▇▇ agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all of its rights of payment (including the right of set-off), but subject to Section 9.7 with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

9.8 Amendments; Survival. Administrative Agent and Lenders shall be entitled to amend (whether pursuant to a separate intercreditor agreement or otherwise) any of the terms, conditions or agreements set forth in Article 8 or as to any other matter in the Loan Documents respecting the required number of Lenders to approve or disapprove any matter or to take or refrain from taking any action, without the consent of Borrower or any other Person or the execution by Borrower or any other Person of any such amendment or intercreditor agreement so long as such amendments do not alter any of Borrower’s rights or obligations under this Agreement or any of the other Loan Documents or otherwise alter the economic terms of the Loan or the Loan Documents in any manner (it being understood that any amendment of any other provision herein or in the other Loan Documents shall not be effective unless signed in writing by Borrower or Guarantor, as applicable). Subject to the foregoing, Administrative Agent may amend or waive any provision of this Agreement or any other Loan Document, or consent to any departure by any party to the Loan Documents therefrom which amendment, waiver or consent is intended to be within Administrative Agent’s discretion or determination, or otherwise in Administrative Agent’s reasonable determination shall not have a Material Adverse Effect; provided, however, that otherwise no such amendment, waiver or consent shall be effective unless in writing, signed by the Required Lenders and Borrower or the applicable party to the Loan Documents, as the case may be, and acknowledged by Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and provided, further, that no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 7.2), without the written consent of such Lender (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in any Lender’s Commitment);

PAGE 91

(b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby;

(c) reduce the principal of, or the rate of interest specified herein on, any portion of the Loan, or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby; provided, however, that Administrative Agent may waive any obligation of Borrower to pay interest at the Default Rate and/or late charges for periods of up to thirty (30) days, and only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate or late charges thereafter, or to amend the definition of “Default Rate” or “late charges”;

(d) change the percentage of the combined Commitments or of the aggregate unpaid principal amount of the Loan which is required for the Lenders or any of them to take any action hereunder, without the written consent of each Lender;

(e) change the definition of “Pro Rata Share” or “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(f) amend this Section 9.8, or Section 9.7, without the written consent of each Lender;

(g) release the liability of Borrower or any existing Guarantor without the written consent of each Lender;

(h) permit the sale, transfer, pledge, mortgage or assignment of any Loan collateral or any direct or indirect interest in Borrower, except as expressly permitted under the Loan Documents, without the written consent of each Lender; or

(i) transfer or release any lien on any collateral for the Loan (except as expressly required or permitted by the Loan Documents), or after foreclosure or other acquisition of title by Administrative Agent on behalf of the Lenders transfer or sell, any Loan collateral except as permitted in Section 8.10, without the prior written consent of each Lender,

and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Lenders required above, affect the rights or duties of Administrative Agent under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each

PAGE 92

affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

This Agreement shall continue in full force and effect until the Indebtedness is paid in full and all of Administrative Agent’s and Lenders’ obligations under this Agreement are terminated; and all representations and warranties and all provisions herein for indemnity of the Indemnitees, Administrative Agent and Lenders (and any other provisions herein specified to survive) shall survive the resignation or removal of Administrative Agent, any assignment of rights by, or the replacement of, any Lender, the termination of the Commitments, the termination of this Agreement and the repayment, satisfaction or discharge of all other Obligations.

9.9 Several Obligations; No Liability; No Release. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, (a) the obligations of Lenders hereunder to make Loan advances and to make payments pursuant to Sections 8.7 and 8.12 are several and not joint and (b) such obligations are and shall remain the several, and not joint, obligations of Lenders despite that certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Administrative Agent in its capacity as such, and not by or in favor of ▇▇▇▇▇▇▇. The failure of any Lender to make any Loan advance or to make any payment under Section 8.7 or 8.12 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan advance or to make its payment under Section 8.7 or 8.12. Except as may be specifically provided in this Agreement, no Lender shall have any liability for the acts of any other Lender. No Lender shall be responsible to Borrower or any other Person to take any action on behalf of another Lender hereunder. In furtherance of the foregoing, Lenders shall comply with their obligations under the Loan Documents, including the obligations to make payments pursuant to Sections 8.7 and 8.12 regardless of (i) the occurrence of any Event of Default hereunder or under any Loan Document; (ii) any failure of consideration, absence of consideration, misrepresentation, fraud, or any other event, failure, deficiency, breach or irregularity of any nature whatsoever in the Loan Documents; or (iii) any bankruptcy, insolvency or other like event with regard to Borrower or Guarantor. Such obligations of Lenders are in all regards independent of any claims between Administrative Agent and any Lender. Except as otherwise provided herein, Borrower shall only be required to deliver notices and requests to Administrative Agent. Borrower may rely conclusively on the actions of Administrative Agent to bind each Lender, notwithstanding that the particular action in question may, pursuant to this Agreement or any separate agreement among Administrative Agent and the Lenders be subject to the consent or direction of some or all of the Lenders.

9.10 Costs and Expenses. Without limiting any Loan Document and to the extent not prohibited by applicable Laws, Borrower shall pay when due, shall reimburse to Administrative Agent for the benefit of itself and Lenders within ten (10) Business Days after demand and shall indemnify Administrative Agent and Lenders from, all reasonable third-party out-of-pocket fees, costs, and expenses paid or incurred by Administrative Agent in connection with the negotiation, preparation and

PAGE 93

execution of this Agreement and the other Loan Documents (and any amendments, approvals, consents, waivers and releases requested, required, proposed or done from time to time), or in connection with the disbursement, administration or collection of the Loan or the enforcement of the obligations of Borrower or the exercise of any right or remedy of Administrative Agent, including (a) all reasonable out-of-pocket fees and expenses of Administrative Agent’s counsel; (b) fees and charges of inspector and engineer engaged by Administrative Agent; (c) appraisal, re-appraisal and survey costs; (d) title insurance charges and premiums; (e) title search or examination costs, including abstracts, abstractors’ certificates and UCC searches; (f) judgment and tax lien searches for Borrower and each Guarantor; (g) escrow fees; (h) fees and costs of environmental investigations, site assessments and remediations; (i) recordation taxes, documentary taxes, transfer taxes and mortgage taxes; and (j) filing and recording fees. Borrower shall pay all reasonable out-of-pocket costs and expenses incurred by Administrative Agent, including reasonable attorneys’ fees, if the obligations or any part thereof are sought to be collected by or through an attorney at law, whether or not involving probate, appellate or administrative proceedings or proceedings under any Debtor Relief Law. Borrower shall pay all reasonable out-of-pocket costs and expenses of complying with the Loan Documents. Borrower’s obligations under this Section shall survive the delivery of the Loan Documents, the making of advances, the repayment, satisfaction or discharge of all other Obligations, the termination of the Commitments, the resignation or replacement of Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement, the release or reconveyance of any of the Loan Documents, the foreclosure of the Mortgage or conveyance in lieu of foreclosure, any proceeding under any Debtor Relief Law, and any other event whatsoever. ▇▇▇▇▇▇▇▇ acknowledges that Administrative Agent may receive a benefit, including a discount, credit or other accommodation, from Administrative Agent’s counsel based on the fees such counsel may receive on account of such counsel’s relationship with Administrative Agent, including fees paid in connection with this Agreement. Notwithstanding anything to the contrary herein, Borrower shall not be liable for any base monthly servicing fees due to any servicer on account of the day to day, routine servicing of the Loan, or for the payment of any costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Administrative Agent.

9.11 Replacement of Lenders. If Borrower is entitled to replace a Lender pursuant to the provisions of Section 2.7, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then Borrower may, at its sole expense and effort, upon notice to such Lender and Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.4), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.1 and 2.5) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

PAGE 94

(a) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 9.4(b);

(b) such Lender shall have received payment of any amount equal to the outstanding principal of its Loan advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.6) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 2.5 or payments required to be made pursuant to Section 2.1, such assignment will result in a reduction in such compensation or payments thereafter;

(d) such assignment does not conflict with applicable Laws; and

(e) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

9.12 Further Assurances. Borrower will, upon Administrative Agent’s reasonable request: (a) promptly correct any defect, error or omission in any Loan Document; (b) execute, acknowledge, deliver, procure, record or file such further instruments and do such further acts as Administrative Agent deems necessary, desirable or proper to carry out the purposes of the Loan Documents and to identify and subject to the liens and security interest of the Loan Documents any property intended to be covered thereby, including any renewals, additions, substitutions, replacements, or appurtenances to the Property; (c) execute, acknowledge, deliver, procure, file or record any document or instrument Administrative Agent reasonably deems necessary, desirable, or proper to protect the liens or the security interest under the Loan Documents against the rights or interests of third persons; and (d) provide such certificates, documents, reports, information, affidavits and other instruments and do such further acts reasonably deemed necessary, desirable or proper by Administrative Agent or any Lender to comply with the requirements of any Governmental Authority having jurisdiction over Administrative Agent or such Lender. In addition, at any time, and from time to time, upon reasonable request by Administrative Agent or any Lender, Borrower will, at Borrower’s expense, provide any and all further instruments, certificates and other documents as may, in the reasonable opinion of Administrative Agent or such Lender, be necessary or desirable in order to verify ▇▇▇▇▇▇▇▇’s identity and background in a manner satisfactory to Administrative Agent or such Lender.

9.13 Inducement to Lenders. The representations, warranties, covenants, and agreements contained in this Agreement and the other Loan Documents (a) are made to induce Lenders to make the Loan and extend any other credit to or for the

PAGE 95

account of Borrower pursuant hereto, and Administrative Agent and Lenders are relying thereon, and will continue to rely thereon, and (b) shall survive any foreclosure, any conveyance (or assignment) in lieu of foreclosure, or any proceedings under any Debtor Relief Law involving Borrower, Guarantor or the Property.

9.14 [Intentionally Omitted].

9.15 Interpretation. References to Articles, Sections, and Exhibits are, unless specified otherwise, references to articles, sections and exhibits of this Agreement. Captions and headings in the Loan Documents are for convenience only and shall not affect the construction of the Loan Documents. All references (a) to the Loan Documents are to the same as extended, amended, restated, supplemented or otherwise modified from time to time unless expressly indicated otherwise, and (b) to the Land, the Improvements or the Property shall mean all or any portion of each of the foregoing, respectively. References to “Dollars,” “$,” “money,” “payments” or other similar financial or monetary terms are references to lawful money of the United States of America. Words of any gender shall include each other gender. Words in the singular shall include the plural and words in the plural shall include the singular. References to Borrower or Guarantor shall mean, each Person comprising same, jointly and severally. The words “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” shall refer to this entire Agreement (including the attached exhibits) and not to any particular Article, Section, paragraph or provision. The terms “agree” and “agreements” mean and include “covenant” and “covenants”. The words “include” and “including” shall be interpreted as if followed by the words “without limitation”.

9.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Borrower and each Guarantor acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by Administrative Agent, Arranger, and the Lenders are arm’s-length commercial transactions between Borrower, each Guarantor and their respective Affiliates, on the one hand, and Administrative Agent, Arranger, and the Lenders, on the other hand, (B) each of Borrower and Guarantor has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) Borrower and each Guarantor is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) Administrative Agent, Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Borrower, any Guarantor or any of their respective Affiliates, or any other Person and (B) neither Administrative Agent, Arranger nor any Lender has any obligation to Borrower, any Guarantor or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) Administrative Agent, Arranger and the Lenders and their respective Affiliates may be engaged in a broad

PAGE 96

range of transactions that involve interests that differ from those of Borrower, the Guarantor and their respective Affiliates, and neither Administrative Agent, Arranger, nor any Lender has any obligation to disclose any of such interests to Borrower, any Guarantor or any of their respective Affiliates. Nothing contained in the Loan Documents, and no action taken or omitted pursuant to the Loan Documents, is intended or shall be construed to create any partnership, joint venture, association or special relationship between Borrower and Administrative Agent or any Lender or in any way make Administrative Agent or any Lender a co-principal with Borrower with reference to the Property or otherwise. In no event shall Administrative Agent’s or Lenders’ rights and interests under the Loan Documents be construed to give Administrative Agent or any Lender the right to control, or be deemed to indicate that Administrative Agent or any Lender is in control of, the business, properties, management or operations of Borrower.

9.17 Usury. It is expressly stipulated and agreed to be the intent of Borrower, Administrative Agent and Lenders at all times to comply with applicable state Law or applicable United States federal Law (including to the extent that it permits a Lender to contract for, charge, take, reserve, or receive a greater amount of interest than under state Law), and that this Section shall control every other covenant and agreement in this Agreement, the Note and the other Loan Documents. If applicable state or federal Law should at any time be judicially interpreted so as to render usurious any amount called for under any of the Loan Documents, or contracted for, charged, taken, reserved, or received with respect to the Loan, or if Administrative Agent’s exercise of the option to accelerate the Maturity Date, or if any prepayment by Borrower results in Borrower having paid any interest in excess of that permitted by applicable Law, then it is Administrative Agent’s and each Lender’s express intent that all excess amounts theretofore collected by Administrative Agent or any Lender shall be credited on the Principal Debt and all other Indebtedness and the provisions of the Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable Law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid or agreed to be paid to Lenders for the use, forbearance, or detention of the Loan shall, to the extent permitted by applicable Law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding. Without limitation of the foregoing, if Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the Principal Debt or, if it exceeds such unpaid Principal Debt, refunded to Borrower.

9.18 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING OR ACTION DIRECTLY

PAGE 97

OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE, THE MORTGAGE, OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO HEREBY: (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (b) ACKNOWLEDGES THAT THIS WAIVER AND THE PROVISIONS OF THIS SECTION WERE A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THE LOAN DOCUMENTS; (c) CERTIFIES THAT THIS WAIVER IS KNOWINGLY, WILLINGLY, AND VOLUNTARILY MADE; (d) AGREES AND UNDERSTANDS THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH PROCEEDING OR ACTION, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS OR ANY OTHER AGREEMENT, AND FURTHER AGREES THAT SUCH PARTY SHALL NOT SEEK TO CONSOLIDATE ANY SUCH PROCEEDING OR ACTION WITH ANY OTHER PROCEEDING OR ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; (e) AGREES THAT BORROWER, ADMINISTRATIVE AGENT AND LENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING OR ACTION AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL; AND (f) REPRESENTS AND WARRANTS THAT SUCH PARTY HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

9.19 [Intentionally Omitted].

9.20 No Delays; Defaults. No delay or omission of Administrative Agent or Lenders to exercise any right, power or remedy accruing upon the happening of an Event of Default shall impair any such right, power or remedy or shall be construed to be a waiver of any such Event of Default or any acquiescence therein. No delay or omission on the part of Administrative Agent or Lenders to exercise any option for acceleration of the maturity of the Indebtedness, or for foreclosure of the Mortgage following any Event of Default as aforesaid, or any other option granted to Administrative Agent and Lenders hereunder in any one or more instances, or the acceptances by Administrative Agent or Lenders of any partial payment on account of the Obligations, shall constitute a waiver of any such Event of Default, and each such option shall remain continuously in full force and effect. No remedy herein conferred upon or reserved to Administrative Agent and/or Lenders is intended to be exclusive

PAGE 98

of any other remedies provided for in any Note or any of the other Loan Documents, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder, or under any Note or any of the other Loan Documents, or now or hereafter existing at Law or in equity or by statute. Every right, power and remedy given to Administrative Agent and Lenders by this Agreement, any Note or any of the other Loan Documents shall be concurrent, and may be pursued separately, successively or together against Borrower, Guarantor, any other Person liable for any part of the Obligations, the Property, or any other Property, and every right, power and remedy given by this Agreement, any Note or any of the other Loan Documents may be exercised from time to time as often as may be deemed expedient by the Required Lenders. No application of payments will cure any Event of Default, or prevent acceleration, or continued acceleration, of amounts payable under the Loan Documents, or prevent the exercise, or continued exercise, of rights or remedies of Administrative Agent and Lenders hereunder or thereunder or at Law or in equity.

9.21 USA Patriot Act; Beneficial Ownership Regulation. Each Lender that is subject to the PATRIOT Act (as hereinafter defined) and Administrative Agent (for itself and not on behalf of any Lender) hereby notify Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), they are required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower, a Beneficial Ownership Certification, and other information that will allow such Lender or Administrative Agent, as applicable, to identify Borrower in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. Borrower shall, promptly following a request by Administrative Agent or any Lender, provide all documentation and other information that Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation.

9.22 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable;

PAGE 99

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

9.23 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guaranty, mortgage, or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

9.24 Online Banking Portal. Borrower hereby represents and warrants to Administrative Agent and each Lender that each individual identified as an Authorized

PAGE 100

Signer in the Borrower’s Instruction Certificate has the power and authority to delegate, to one or more Authorized Portal Users, the power and authority to utilize and perform any and all Online Facility Transactions available to Borrower from time to time under any Online Banking Portal based on the terms of this Agreement and the Online Portal Agreements, and to bind Borrower with respect to any and all Online Facility Transactions performed on behalf of Borrower on such Online Banking Portal by such Authorized Portal Users. Administrative Agent may rely, without further investigation, upon the foregoing representation and warranty by Borrower, and Administrative Agent shall not be responsible for any Online Facility Transactions or other actions taken by any Authorized Portal Users in connection with the Online Banking Portal. Additionally, Administrative Agent shall not be responsible to Borrower, any Lender or any other Person for any loss, claim, liability, damage, cost or expense resulting from, related to, arising from or caused by any Online Facility Transactions or other actions by any Authorized Portal Users on the Online Banking Portal. Any Online Portal Agreements delivered to Administrative Agent that are signed by an Authorized Signer shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of ▇▇▇▇▇▇▇▇, and each Authorized Portal User shall be conclusively presumed to have acted on behalf of such Borrower. In the event of any conflict between the Online Portal Agreements and this Agreement, the terms of this Agreement shall control.

9.25 Entire Agreement. The Loan Documents constitute the entire understanding and agreement between and among Borrower, Administrative Agent and Lenders with respect to the transactions arising in connection with the Loan, and supersede all prior written or oral understandings and agreements between and among Borrower, Administrative Agent and Lenders with respect to the matters addressed in the Loan Documents. In particular, and without limitation, the terms of any commitment letter, letter of intent or quote letter by Administrative Agent or any Lender to make the Loan are merged into the Loan Documents, as applicable. Neither Administrative Agent nor any Lender has made any commitments to extend the term of the Loan past its stated maturity date or to provide Borrower with financing except as set forth in the Loan Documents. Except as incorporated in writing into the Loan Documents, there are not, and were not, and no Persons are or were authorized by Administrative Agent or any Lender to make, any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in the Loan Documents.

BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTE OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (X) INJUNCTIVE RELIEF, (Y) INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION

PAGE 101

AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

9.26 Limitation on Liability. To the fullest extent permitted by applicable Law, Borrower shall not assert, and Borrower hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loan or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee.

9.27 Third Parties; Benefit. All conditions to the obligation of Lenders or Administrative Agent to make advances hereunder are imposed solely and exclusively for the benefit of Lenders, Administrative Agent and their assigns and no other Persons shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lenders or Administrative Agent will refuse to make advances in the absence of strict compliance with any or all thereof and no other Person shall, under any circumstances, be deemed to be the beneficiary of such conditions, any or all of which may be freely waived in whole or in part by ▇▇▇▇▇▇▇ or Administrative Agent at any time in the sole and absolute exercise of their discretion. Subject to Section 8.14, the provisions of this Agreement and, except to the extent expressly set forth therein, each other Loan Document, are for the sole benefit of Administrative Agent, Lenders and Borrower, and no other Person shall have any right or cause of action on account thereof or interest therein.

9.28 Other Transactions. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Borrower acknowledges and agrees, and acknowledges Guarantor’s and ▇▇▇▇▇▇▇▇’s other Affiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger, and the Lenders are arm’s-length commercial transactions between Borrower, Guarantor and their respective Affiliates, on the one hand, and Administrative Agent, the Arranger, and the Lenders, on the other hand, (ii) each of Borrower and Guarantor has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of Borrower and Guarantor is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) Administrative Agent, the Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not

PAGE 102

be acting as an advisor, agent or fiduciary for ▇▇▇▇▇▇▇▇, Guarantor or any of their respective Affiliates, or any other Person and (ii) neither Administrative Agent, the Arranger, nor any Lender has any obligation to Borrower, Guarantor or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) Administrative Agent, the Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower, Guarantor and their respective Affiliates, and neither Administrative Agent, the Arranger, nor any Lender has any obligation to disclose any of such interests to Borrower, Guarantor or any of their respective Affiliates. To the fullest extent permitted by law, each of Borrower and Guarantor hereby waives and releases any claims that it may have against Administrative Agent, the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

9.29 Additional Representations.

(a) On each date on which a Swap Transaction is entered into, Borrower will be deemed to represent to Administrative Agent and Lenders that Borrower is a Qualified ECP Borrower (or if any Affiliate of Borrower entered into such interest rate Swap Transaction, that each such Affiliate is a Qualified ECP Borrower (assuming for this purpose only that such Affiliate was a “Borrower” hereunder)

(b) On each date on which a Swap Transaction is entered into, each guarantor, if any, of Borrower’s (or any such Affiliate’s) Swap Obligations that are included as part of the indebtedness and/or obligations the payment and/or performance of which are guaranteed by such guarantor is an “eligible contract participant,” as such term is defined in the Commodity Exchange Act.

9.30 Exculpation. Notwithstanding anything in this Agreement or any of the other Loan Documents to the contrary, and except for Guarantor’s obligations under the Carveout Guaranty and the Environmental Indemnity, no direct or indirect member, shareholder, or partner of Borrower or of any of its direct or indirect constituents, and no employee, officer, director, trustee or other natural person employed or engaged by any of the foregoing, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any of the Loan Documents, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and each of Administrative Agent and Lender on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

9.31 Co-Borrowers.

(a) Each Borrower agrees that it is jointly and severally liable to Administrative Agent and Lenders for the payment or performance of all Obligations, and that such liability is independent of the obligations of the other Borrowers; provided, however, the obligations of each Borrower hereunder at any time shall not include any Excluded Swap Obligations with respect to such Borrower and shall be limited to an aggregate amount

PAGE 103

equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable provisions of any similar federal or state law. Administrative Agent and Lenders may bring an action against any Borrower, whether an action is brought against the other Borrowers.

(b) Each Borrower agrees that any release which may be given by Administrative Agent or any Lender to the other Borrowers will not release the non-released Borrower from its obligations under this Agreement or any of the other Loan Documents.

(c) Each Borrower waives any right to assert against Administrative Agent or any Lender any defense, setoff, counterclaim or claim that such Borrower may have against the other Borrowers or any other party liable to Administrative Agent or any Lender for the obligations of Borrowers under this Agreement or any of the other Loan Documents.

(d) Each Borrower agrees that it is solely responsible for keeping itself informed as to the financial condition of the other Borrowers and of all circumstances which bear upon the risk of nonpayment. Each Borrower waives any right it may have to require Administrative Agent or any Lender to disclose to such Borrower any information that Administrative Agent or any Lender may now or hereafter acquire concerning the financial condition of the other Borrowers.

(e) Each Borrower waives all rights to notices of default or nonperformance by the other Borrowers under this Agreement and the other Loan Documents. Each Borrower further waives all rights to notices of the existence or the creation of new indebtedness by the other Borrowers.

(f) Until all obligations of Borrowers under this Agreement and the other Loan Documents have been paid or otherwise performed in full, each Borrower waives any right of subrogation, reimbursement, indemnification and contribution (contractual, statutory or otherwise), including any claim or right of subrogation under any Debtor Relief Law or any successor statute, that such Borrower may now or hereafter have against the other Borrowers with respect to the Obligations. Each Borrower waives any right to enforce any remedy which Administrative Agent or any Lender now has or may hereafter have against the other Borrower, and waives any benefit of, and any right to participate in, any security now or hereafter held by Administrative Agent or Lenders.

(g) Each Borrower hereby waives any election of remedies by Administrative Agent or any Lender that impairs any subrogation or other right of such Borrower to proceed against the other Borrowers or other person, including any loss of rights resulting from any applicable anti deficiency laws relating to nonjudicial foreclosures of real property or other laws limiting, qualifying or discharging obligations or remedies.

(h) Upon the release, in accordance with Article 11, of the last Individual Property owned by the applicable Borrower, such Borrower shall be no longer be a Borrower hereunder or under any other Loan Document and such Borrower shall no longer

PAGE 104

have any obligations or liabilities with respect to the Loan or the Loan Documents except to the extent such obligations or liabilities expressly survive the release of the applicable Mortgage.

(i) Each Borrower that is a Qualified ECP Borrower at the time any Specified Borrower either becomes jointly and severally liable for any Swap Obligations pursuant to the terms of this Agreement or grants a security interest to secure Swap Obligations, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Borrower’s obligations and undertakings hereunder voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Borrower under this Subsection shall remain in full force and effect until all Obligations have been indefeasibly paid and performed in full. Each Borrower intends this Subsection to constitute, and this Subsection shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower for all purposes of the Commodity Exchange Act.

9.32 Judicial Reference Agreement; Referee; Costs. In the event that any action, proceeding and/or hearing on any matter whatsoever, arising between the parties, or in any way connected with this Agreement or any of the Loan Documents, or the enforcement of any remedy under any law, statute, or regulation (hereinafter, a “Controversy”), is brought before a competent jurisdiction that determines California law applies and the pre-dispute waivers of the right to trial by jury (such as the waiver set forth in Section 9.18) are invalid under applicable law, then the following provisions shall apply; provided, however, that this Section 9.32 is not in derogation of the jury trial waiver contained in Section 9.18 herein:

(a) Controversies Subject to Judicial Reference; Conduct of Reference.

(i) Each Controversy shall be heard by a Referee (as defined herein) and resolved by judicial reference (the “Reference”) pursuant to the provisions of California Code of Civil Procedure §§ 638 et. seq., as such statutes may be amended or modified from time to time.

(ii) Upon a written request, or upon an appropriate motion by Administrative Agent or Borrower, any pending action relating to any Controversy and every Controversy shall be heard by a single Referee, who shall conduct the proceedings in accordance with the California Code of Civil Procedure and the Rules of Court and California Evidence Code, except as otherwise specifically agreed by Administrative Agent and ▇▇▇▇▇▇▇▇ and approved by the Referee, who shall then try all issues (including any and all questions of law and questions of fact relating thereto), and issue findings of fact and conclusions of law and report a statement of decision. The Referee’s statement of decision will constitute the conclusive determination of Controversy. Administrative Agent (for itself and on behalf of the Lenders), and ▇▇▇▇▇▇▇▇ agree that the Referee shall have

PAGE 105

the power to issue all legal and equitable relief appropriate under the circumstances before him/her. The decision of the Referee shall be entered as a judgment in the court in accordance with the provisions of California Code of Civil Procedure Sections 644 and 645. The decision of the Referee shall be appealable to the same extent and in the same manner that such decision would be appealable if rendered by a judge of the superior court;

(iii) Administrative Agent and Borrower shall promptly and diligently cooperate with one another and the Referee, and shall perform such acts as may be necessary to obtain prompt and expeditious resolution of each Controversy in accordance with the terms of this Section.

(iv) Either Administrative Agent or Borrower may file the Referee’s findings, conclusions and statement with the clerk or judge of any appropriate court, file a motion to confirm the Referee’s report and have judgment entered thereon. If the report is deemed incomplete by such court, the Referee may be required to complete the report and resubmit it.

(v) Administrative Agent and Borrower will each have such rights to assert such objections as are set forth in California Code of Civil Procedure §§ 638 et seq.

(vi) All proceedings shall be closed to the public and confidential, and all records relating to the Reference shall be permanently sealed when the order thereon becomes final.

(b) Selection of Referee; ▇▇▇▇▇▇.

(i) Administrative Agent and ▇▇▇▇▇▇▇▇ shall select a single neutral referee (the “Referee”), who shall be a retired judge or justice of the courts of the State of California, or a federal court judge, in each case, with at least ten (10) years of judicial experience in civil matters. The Referee shall be appointed in accordance with California Code of Civil Procedure §§ 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts). None of Administrative Agent or Borrower shall seek to appoint a Referee that may be disqualified pursuant to California Code of Civil Procedure Section 641 or 641.2 without the prior written consent of each of Administrative Agent and ▇▇▇▇▇▇▇▇.

(ii) If within ten (10) days after the request or motion for the Reference, Administrative Agent and ▇▇▇▇▇▇▇▇ cannot agree upon a Referee, then the Referee will be selected by the court in accordance with California Code of Civil Procedure Section 640(b). The Referee shall determine all issues relating to the applicability, interpretation, legality and enforceability of this Section.

(c) Provisional Remedies; Self-Help and Foreclosure.

(i) No provision of this Section shall limit the right of either Administrative Agent or Borrower, as the case may be, to (1) exercise such self-help remedies as might otherwise be available under applicable law, (2) initiate judicial or non-judicial foreclosure against any real or personal property collateral, (3) exercise any judicial

PAGE 106

or power of sale rights, (4) obtain or oppose provisional or ancillary remedies, including without limitation, injunctive relief, writs of possession, the appointment of a receiver, and/or additional or supplementary remedies from a court of competent jurisdiction before, after or during the pendency of the Reference, or (5) to pursue rights against ▇▇▇▇▇▇▇▇ in a third-party proceeding in any action brought against Administrative Agent (including actions in bankruptcy court). Any of Borrower or Administrative Agent may exercise the rights set forth in the foregoing clauses (1)-(5), inclusive, before, during or after the pendency of any Reference.

(ii) The exercise of, or opposition to, any such remedy does not waive the right of Administrative Agent or Borrower to the Reference pursuant to this Section.

(d) Multiple Claims; Multiple Parties. If a Controversy includes multiple claims, some of which are found not subject to this Section, Borrower and Administrative Agent shall stay the proceedings of the Controversies or part or parts thereof not subject to this Section until all other Controversies or parts thereof are resolved in accordance with this Section. If there are Controversies by or against multiple parties, some of which are not subject to this Section, Borrower and Administrative Agent shall sever the Controversies subject to this Section resolve them in accordance herewith.

(e) Costs and Fees.

(i) Promptly following the selection of the Referee, Administrative Agent and Borrower shall each advance equal portions of the estimated fees and costs of the Referee. The compensation payable to the Referee shall not exceed then-prevailing market rates for like services.

(ii) In the statement of decision issued by the Referee, the Referee shall determine that one of the parties is the prevailing party and award costs, including reasonable attorneys’ fees, to the prevailing party, if any, and may order the Referee’s fees to be paid or shared by ▇▇▇▇▇▇▇▇ and/or Administrative Agent in such manner as the Referee deems just.

(iii) In the event of any challenge to the legality or enforceability of this Section, the prevailing party shall be entitled to recover the costs and expenses from the non-prevailing party, including reasonable attorneys’ fees, incurred by it in connection therewith.

(f) REFERENCE AGREEMENT. THIS SECTION CONSTITUTES A “REFERENCE AGREEMENT” BETWEEN OR AMONG ADMINISTRATIVE AGENT (FOR ITSELF AND ON BEHALF OF THE LENDERS) AND Borrower WITHIN THE MEANING OF AND FOR PURPOSES OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638.

(g) No provision in the Notes, this Agreement or any of the other Loan Documents regarding submission to jurisdiction and/or venue in any court is intended or shall be construed to be in derogation of the provisions in this Agreement or in any of the Loan Documents for judicial reference of any Controversy.

PAGE 107

Article 10 — [INTENTIONALLY OMITTED]

Article 11 — RELEASE OF INDIVIDUAL PROPERTIES

11.1 Release of Individual Properties. Except as set forth in this Section 11.1 or expressly set forth elsewhere in this Agreement, no repayment or prepayment of all or any portion of the Loan shall cause, give rise to a right to require, or otherwise result in, the release of the lien of any Mortgage on any Individual Property.

11.1.1 Release of an Individual Property. If ▇▇▇▇▇▇▇▇ has elected to prepay a portion of the Loan and the applicable requirements of Section 1.5 and this Section 11.1.1 have been satisfied, Borrower may obtain the release of an Individual Property (each herein called a “Release Property”) from the lien of the Mortgage thereon (and related Loan Documents) and the release of Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:

(a) The amount of the outstanding principal balance of the Loan to be prepaid in accordance with Section 1.5 shall equal or exceed the Release Price (except during the continuance of an Event of Default, such prepayment amount shall be the greater of the Release Price and one hundred percent (100%) of the net sale proceeds), and such prepayment shall be deemed a voluntary prepayment for all purposes hereunder;

(b) Borrower shall provide Administrative Agent with at least ten (10) days but no more than ninety (90) days prior written notice of its request to obtain a release of the Release Property, which notice shall be revocable by Borrower at any time subject to payment of expenses and breakage;

(c) the request to obtain a release of the Release Property is solely in connection with a sale or other transfer of the Released Property to a third-party Person which is not an Affiliate of Borrower pursuant to an arms-length transaction on terms that do not impose non-market post-closing liabilities on Borrower as seller (including, without limitation, to a Tenant or one of its affiliates pursuant to a Tenant’s right of first refusal in its Lease);

(d) Borrower shall prepay the portion of the Note equal to the Release Price of the Release Property being released (together with all accrued and unpaid interest on the principal amount being prepaid) in accordance with the terms and conditions of Section 1.5 and this Section 11.1.1;

(e) Borrower shall submit to Administrative Agent, not less than ten (10) days prior to the proposed prepayment date, a proposed release of lien (and related Loan Documents) for the Release Property for execution by Administrative Agent. Such release shall be in the applicable form attached hereto as Exhibit AA. In addition, Borrower shall provide all other documentation Administrative Agent reasonably requires to be delivered by Borrower in connection with such release;

(f) Administrative Agent shall have received payment of all of Administrative Agent’s reasonable out-of-pocket costs and expenses, including reasonable outside counsel

PAGE 108

fees and disbursements incurred in connection with the release of the Release Property from the lien of the related Mortgage and the review and approval of the documents and information required to be delivered in connection therewith; and

(g) At no time shall the Individual Property identified on Exhibit Z as UPS – Alpharetta, GA be the only remaining Property subject to the terms hereof and the other Loan Documents.

Upon satisfaction of the foregoing conditions, Administrative Agent hereby acknowledges and agrees to promptly (but in no event later than one (1) Business Day prior to the closing of the sale or transfer of the Release Property) deliver to escrow a payoff letter, the executed and acknowledged partial release of lien, any requested UCC termination statements and Administrative Agent’s wire instructions.

[The balance of this page is intentionally left blank.]

PAGE 109

Article 12 — CALIFORNIA SPECIAL AGREEMENT

12.1 California Special Agreement. By its signature below, Borrower waives any right under California Civil Code Section 2954.10 or otherwise to prepay the Loan, in whole or in part, without payment of all amounts specified in Section 2.6. Borrower acknowledges that prepayment of the Loan may result in Lenders incurring additional losses, costs, expenses and liabilities, including lost revenues and lost profits. ▇▇▇▇▇▇▇▇ therefore agrees to pay all amounts specified in Section 2.6 if any Monthly SOFR Principal is prepaid, whether voluntarily or by reason of acceleration, including acceleration upon any transfer or conveyance of any right, title or interest in the Property or Borrower giving Administrative Agent or Lenders the right to accelerate the maturity of the Loan as provided in the Loan Documents. ▇▇▇▇▇▇▇▇ agrees that ▇▇▇▇▇▇▇’ willingness to offer the Monthly SOFR Rate to Borrower is sufficient and independent consideration, given individual weight by ▇▇▇▇▇▇▇, for this waiver. Borrower understands that ▇▇▇▇▇▇▇ would not offer the Monthly SOFR Rate to Borrower absent this waiver.

[Signature Page to Loan Agreement -
UPS – UNFI Portfolio Financing]

IN WITNESS WHEREOF, THIS AGREEMENT IS EXECUTED AND DELIVERED AS OF THE DATE FIRST ABOVE WRITTEN.

[Signature Page to Loan Agreement -
UPS – UNFI Portfolio Financing]

[Signature Page to Loan Agreement -
UPS – UNFI Portfolio Financing]

PAGE 113