Exhibit 10.1

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of July 16, 2025

among

Cantor ▇▇▇▇▇▇▇▇▇▇ Income Trust Operating Partnership, L.P.,

as the Borrower,

Cantor ▇▇▇▇▇▇▇▇▇▇ Income Trust, Inc.,
as Holdings,

EACH SUBSIDIARY GUARANTOR NAMED HEREIN,

as a Loan Party,

THE LENDERS PARTY HERETO,

and

CITIZENS BANK, N.A.,
as Administrative Agent

CITIZENS BANK, N.A.,
as Left Lead Arranger and Sole Bookrunner

BMO BANK N.A.,
as Joint Lead Arranger

TABLE OF CONTENTS

Page

Article 1 Definitions and Rules of Construction 1

Section 1.1 Definitions 1

Section 1.2 Classification of Loans and Borrowings 45

Section 1.3 Terms Generally 45

Section 1.4 Accounting Terms; Acceptable Accounting Method 46

Section 1.5 Rounding 47

Section 1.6 References to Time 47

Section 1.7 Resolution of Drafting Ambiguities 47

Section 1.8 Status of Loan Document Obligations 47

Section 1.9 Reserved 47

Section 1.10 Reserved 47

Section 1.11 Rates 47

Section 1.12 Divisions 48

Article 2 The Credits 48

Section 2.1 Commitments 48

Section 2.2 Borrowings, Conversions and Continuations of Loans 49

Section 2.3 Reserved 50

Section 2.4 Letters of Credit 50

Section 2.5 Termination and Reduction of Commitments 56

Section 2.6 Repayment of Loans; Evidence of Debt 57

Section 2.7 Prepayments 57

Section 2.8 Payments Generally; Administrative Agent’s Clawback 58

Section 2.9 Defaulting Lenders 61

Section 2.10 Cash Collateral 63

Section 2.11 Incremental Commitments 64

Section 2.12 Extension of Maturity Date 65

Article 3 Interest, Fees, Yield Protection, etc. 67

Section 3.1 Interest 67

Section 3.2 Fees 68

Section 3.3 Inability to Determine Rates 69

Section 3.4 Increased Costs; Illegality 71

Section 3.5 Compensation for Losses 73

Section 3.6 Taxes 73

Section 3.7 Mitigation Obligations; Replacement of Lenders 76

Section 3.7 Benchmark Replacement Setting 76

Article 4 Conditions Precedent to Credit Extensions; COLLATERAL POOL PROPERTIES 78

Section 4.1 Conditions to Initial Credit Extensions 78

Section 4.2 Conditions to All Credit Extensions 82

Section 4.3 Initial Collateral Pool Properties; Collateral Pool Property Requests 82

Section 4.4 Release of Collateral Pool Properties; Disqualification of Collateral Pool Properties 87

Section 4.5 Frequency of Collateral Pool Availability Calculations 88

Article 5 Representations and Warranties 88

Section 5.1 Existence, Qualification and Power; Compliance with Laws 88

Section 5.2 Authorization; No Contravention 88

Section 5.3 Governmental Authorization; Other Consents 89

Section 5.4 Binding Effect 89

Section 5.5 Financial Statements; No Material Adverse Effect 89

Section 5.6 Litigation 89

Section 5.7 Environmental Matters 90

Section 5.8 Ownership of Properties; Liens; Insurance 91

Section 5.9 Casualty, Etc 91

Section 5.10 Investment Company Status, Etc 91

Section 5.11 Taxes 91

Section 5.12 ERISA 91

Section 5.13 Reserved 92

Section 5.14 Insurance 92

Section 5.15 Federal Reserve Regulations, Etc 92

Section 5.16 Collateral Pool Properties 93

Section 5.17 Leases 94

Section 5.18 Solvency 95

Section 5.19 Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws 95

Section 5.20 Reserved 95

Section 5.21 Accuracy of Information, Etc 95

Section 5.22 Labor Matters 96

Section 5.23 Absence of Certain Restrictions 96

Section 5.24 No Default 96

Section 5.25 Common Enterprise 96

Section 5.26 Brokers’ Fees 96

Section 5.27 EEA Financial Institutions 96

Section 5.28 Existing Indebtedness 96

Section 5.29 Material Contracts; Management Agreements 96

Article 6 Affirmative Covenants 97

Section 6.1 Financial Statements and Other Information 97

Section 6.2 Notices of Material Events 99

Section 6.3 Existence; Conduct of Business 99

Section 6.4 Payment and Performance of Obligations 99

Section 6.5 Maintenance of Properties 100

Section 6.6 Books and Records; Inspection Rights 100

Section 6.7 Compliance with Laws; Material Contracts 100

Section 6.8 Use of Proceeds 100

Section 6.9 Information Concerning Collateral 101

Section 6.10 Insurance 101

Section 6.11 Casualty and Condemnation 102

Section 6.12 Subsidiary Guarantors 103

Section 6.13 Further Assurances 104

Section 6.14 Environmental Matters 105

Section 6.15 Visits and Inspections; Appraisals 105

Section 6.16 Operating Accounts; Reserve Accounts 106

Section 6.17 Distribution of Income to Borrower 107

Article 7 Negative Covenants 107

Section 7.1 Indebtedness 107

- ii -

Section 7.2 Liens 108

Section 7.3 Fundamental Changes; Business; Fiscal Year 108

Section 7.4 Investments, Loans, Advances, Guarantees and Acquisitions 109

Section 7.5 Dispositions 110

Section 7.6 Sale and Lease Back Transactions 111

Section 7.7 Swap Agreements 111

Section 7.8 Restricted Payments 111

Section 7.9 Transactions with Affiliates 112

Section 7.10 Restrictive Agreements 112

Section 7.11 Amendment of Material Documents; Management Agreements; Advisory Agreement 112

Section 7.12 Financial Covenants; Collateral Pool Covenants 113

Section 7.13 Payments on Subordinated Debt 115

Section 7.14 Government Regulation 115

Section 7.15 Hazardous Materials 115

Section 7.16 Leasing 115

Section 7.17 Additional Covenants Applicable to Holdings 116

Article 8 Events of Default 116

Section 8.1 Events of Default 119

Section 8.2 Remedies Upon Event of Default 120

Section 8.3 Application of Funds 120

Article 9 The Administrative Agent 121

Section 9.1 Appointment and Authority 121

Section 9.2 Rights as a Lender 121

Section 9.3 Exculpatory Provisions 121

Section 9.4 Reliance by Administrative Agent; Deemed Approval 122

Section 9.5 Delegation of Duties 123

Section 9.6 Resignation of Administrative Agent 123

Section 9.7 Non-Reliance on Administrative Agent and Other Lenders 124

Section 9.8 No Other Duties, Etc 124

Section 9.9 Administrative Agent May File Proofs of Claim 124

Section 9.10 Releases; Acquisition and Transfers of Collateral 125

Section 9.11 Compliance with Flood Insurance Laws 126

Section 9.12 Cash Management Obligations and Swap Agreement Obligations 126

Section 9.13 Erroneous Payments. 127

Article 10 Miscellaneous 129

Section 10.1 Notices 129

Section 10.2 Waivers; Amendments 130

Section 10.3 Expenses; Indemnity; Damage Waiver 132

Section 10.4 Successors and Assigns 134

Section 10.5 Survival 138

Section 10.6 Counterparts; Integration; Effectiveness; Electronic Execution 138

Section 10.7 Severability 138

Section 10.8 Setoff 139

Section 10.9 Governing Law; Jurisdiction; Consent to Service of Process 139

Section 10.10 WAIVER OF JURY TRIAL 140

Section 10.11 Payments Set Aside 140

Section 10.12 Headings 140

Section 10.13 Interest Rate Limitation 140

- iii -

Section 10.14 Confidentiality 140

Section 10.15 USA PATRIOT Act 141

Section 10.16 No Fiduciary Duty 142

Section 10.17 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 142

Section 10.18 Reserved 142

Section 10.19 Certain ERISA Matters 142

Section 10.20 Acknowledgement Regarding Any Supported QFCs 144

Section 10.21 Amendment and Restatement 144

SCHEDULES:

EXHIBITS:

- iv -

AMENDED AND RESTATED CREDIT AGREEMENT

AMENDED AND RESTATED CREDIT AGREEMENT (this “Credit Agreement” or “Agreement”), dated as of July 16, 2025 (the “Agreement Date”), among Cantor ▇▇▇▇▇▇▇▇▇▇ Income Trust Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), Cantor ▇▇▇▇▇▇▇▇▇▇ Income Trust, Inc., a Maryland corporation (“Holdings”), certain Subsidiaries of Borrower as Subsidiary guarantors (together with each other Person that may become a guarantor from time to time pursuant to Section 6.12, each individually, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), the LENDERS party hereto and CITIZENS BANK, N.A., as Administrative Agent.

RECITALS

A. The Borrower, Holdings, the Subsidiary Guarantors, Administrative Agent, and the Lenders entered into that certain Credit Agreement dated as of July 23, 2021, as amended by that certain First Amendment to Credit Agreement dated as of February 2, 2022, as further amended by that certain Second Amendment to Credit Agreement dated as of January 26, 2023, and as further amended by that certain Third Amendment to Credit Agreement dated as of September 29, 2023 (collectively, the “Existing Credit Agreement”).

B. Pursuant to the Existing Credit Agreement, ▇▇▇▇▇▇▇ made certain revolving loans to Borrower evidenced by certain promissory notes, all as further described in the Existing Credit Agreement (the “Existing Obligations”).

C. The parties hereto desire to amend and restate the Existing Credit Agreement in its entirety.

In consideration of the mutual covenants and agreements herein contained, the parties hereto hereby amend and restate the Existing Credit Agreement in its entirety and covenant and agree as follows:

“ABR Borrowing” means, as to any Borrowing, the ABR Loans comprising such Borrowing.

“ABR Loan” means a Loan bearing interest based on the Alternate Base Rate.

“Acquisition” means any transaction or series of related transactions resulting, directly or indirectly, in: (a) the acquisition by any Person of (i) all or substantially all of the assets of another Person or (ii) all or substantially all of any business line, unit or division of another Person, (b) the acquisition by any Person (i) of in excess of 50% of the Equity Interests of any other Person, or (ii) otherwise causing any other Person to become a subsidiary of such Person, or (c) a merger, amalgamation consolidation, or any other combination of any Person with another Person (other than a Person that is a Loan Party or a Subsidiary of a Loan Party) in which a Loan Party or any of its Subsidiaries is the surviving Person.

“Acceptable Accounting Method” means any of (a) GAAP, (b) an accrual basis or (c) another generally accepted method, as approved by Administrative Agent in its sole discretion, in each case, consistently applied.

“Adjusted Consolidated EBITDA” means, for any Measurement Period, (a) Consolidated EBITDA for such period minus (b) Reserves for Capital Expenditures for all Real Estate Assets (excluding Development Assets) as of the last day of such Measurement Period.

“Administrative Agent” means Citizens Bank, in its capacity as administrative agent for the Lenders or any successor thereto.

“Administrative Agent’s Payment Office” means the Administrative Agent’s office located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, or such other office as to which the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Advisory Agreement” has the meaning assigned to such term in the definition of “Change of Control”.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent Parties” has the meaning assigned to such term in Section 10.1(d)(iii).

“Agreement” has the meaning assigned to such term in the Preamble.

“Agreement Date” has the meaning assigned to such term in the Preamble.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% per annum and (c) the Daily SOFR Rate on such day plus 1.00% per annum, provided that the Alternate Base Rate shall at no time be less than the Floor. If the Administrative Agent shall have determined in good faith (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate or the Daily SOFR Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition of the term Federal Funds Effective Rate, the Alternate Base Rate shall be determined without regard to clause (b) or (c), as applicable, of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Daily SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Daily SOFR Rate, respectively.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Loan Parties from time to time concerning or relating to bribery or corruption.

“Anti-Terrorism Laws” has the meaning assigned to such term in Section 5.19(c).

“Applicable Lending Office” means for any Lender, such Lender’s office, branch or affiliate designated for SOFR Loans, ABR Loans or Letters of Credit or participations therein, as applicable, as notified to the Administrative Agent, any of which offices may be changed by such Lender.

“Applicable Margin” means, with respect to the Revolving Loans and L/C Participation Fees, during the applicable periods set forth below: in the case of (i) SOFR Revolving Borrowings and the L/C Participation Fees, the percentage set forth in the following table under the heading “SOFR Margin and

2

L/C Participation Fee”, and (ii) ABR Revolving Borrowings, the percentage set forth in the following table under the heading “ABR Margin”:

The Applicable Margin shall be determined and adjusted quarterly on the date (each a “Margin Determination Date”) that is five Business Days after receipt by the Administrative Agent of the Compliance Certificate pursuant to Section 6.1(c) for the most recently ended fiscal quarter of the Borrower; provided that (a) the Applicable Margin shall be based on Pricing Level I until the Margin Determination Date for the first full fiscal quarter ending after the Closing Date, (b) if the Borrower fails to deliver the Compliance Certificate as required by Section 6.1(c) for the most recently ended fiscal quarter preceding the applicable Margin Determination Date, the Applicable Margin from such Margin Determination Date shall be based on Pricing Level III until the fifth Business Day after an appropriate Compliance Certificate is delivered, at which time the Pricing Level shall be determined by reference to the Collateral Pool LTV Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Margin Determination Date. The Applicable Margin shall be effective from one Margin Determination Date until the next Margin Determination Date. Any adjustment in the Applicable Margin shall be applicable to all Loans then existing or subsequently made during the applicable period for which the relevant Applicable Margin applies. Notwithstanding the foregoing, in the event that any financial statement delivered pursuant to Section 6.1(a) or (b) or any Compliance Certificate delivered pursuant to Section 6.1(c) is inaccurate (regardless of whether (i) this Credit Agreement is in effect, or (ii) any of the Commitments are in effect, or (iii) any Loans or Letters of Credit are outstanding when such inaccuracy is discovered or such financial statement or Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (A) the Borrower shall promptly deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Period, (B) the Applicable Margin for such Applicable Period shall be determined as if the Collateral Pool LTV Ratio in the corrected Compliance Certificate were applicable for such Applicable Period, and (C) the Borrower shall promptly pay to the Administrative Agent the accrued additional interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 2.8. Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Section 3.1 and Section 8.1.

“Applicable Percentage” means, at any time (a) with respect to any Lender with a Commitment, the percentage equal to a fraction the numerator of which is the amount of such Lender’s Commitment and the denominator of which is the aggregate amount of all Commitments of all Lenders (provided that if the Commitments under the Revolving Facility have terminated or expired, the Applicable Percentages of the Lenders under the Revolving Facility shall be determined based upon the Revolving Exposure at such time of the determination pursuant to clause (b) below) and (b) with respect to the Loans, a percentage equal to

3

a fraction the numerator of which is such ▇▇▇▇▇▇’s Outstanding Amount of the Loans and the denominator of which is the aggregate Outstanding Amount of all Loans.

“Appraisal” means an M.A.I. appraisal (or local equivalent) prepared by a professional appraiser reasonably acceptable to the Administrative Agent, having at least the minimum qualifications required under the applicable governmental authority, including without limitation, FIRREA (the "Appraiser"), at the Borrower’s sole cost and expense. Each such Appraisal shall determine the "as is" market value of the subject property as between a willing buyer and a willing seller. The term “Appraisal” shall mean a new appraisal satisfying the foregoing requirements and ordered and approved by Administrative Agent (provided that Administrative Agent shall request, when engaging such Appraiser, that the applicable Appraisal will state that the applicable Loan Parties shall be entitled to rely on such Appraisal), in connection with (i) any request to add any Real Estate Asset as a Collateral Pool Property; (ii) the exercise of the First Extension Option, provided that a new Appraisal may only be required for Real Estate Assets having an existing Appraisal that is more than six (6) months old; and/or (iii) at the Lenders’ reasonable discretion, the exercise of the Second Extension Option, provided that a new Appraisal may only be required for Real Estate Assets having an existing Appraisal that is more than six (6) months old. In addition, Appraisals shall also be required at the request of the Administrative Agent upon the occurrence of any Event of Default or as otherwise required by any other Loan Document.

“Appraised Value” means, with respect to any Real Estate Asset on any date of determination, the "as is" market value of such Real Estate Asset as reflected in the most recent Appraisal of such Real Estate Asset.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approved ESA” and “Approved ESAs” have the meaning assigned to such terms in Section 5.16.

“Approved Management Agreement” has the meaning assigned to such term in the definition of “Eligible Property”.

“Approved PCR” and “Approved PCRs” have the meaning assigned to such terms in Section 5.16.

“Asset Acquisition Date” has the meaning assigned to such term in Section 9.10(b).

“Asset Business Plan” has the meaning assigned to such term in Section 9.10(b).

“Asset Manager” has the meaning assigned to such term in Section 9.10(b).

“Asset Purchase Offer” has the meaning assigned to such term in Section 9.10(d).

“Assignment and Assumption” means an assignment and assumption entered into by a ▇▇▇▇▇▇ and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.4) and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form reasonably approved by the Administrative Agent.

“Assignments of Leases and Rents” means each Assignment of Leases and Rents from time to time included within the applicable Mortgage, unless the Administrative Agent otherwise requires a separate agreement in any particular jurisdiction and in such case this term shall mean each Assignment of Leases and Rents from time to time entered into by a Loan Party for the benefit of the Administrative Agent, the Lenders and the Swap Providers.

4

“Assignments of Licenses, Permits and Contracts” means, collectively, each Assignment of Licenses, Permits and Contracts from time to time included within the applicable Mortgage, unless the Administrative Agent otherwise requires a separate agreement in any particular jurisdiction and in such case this term shall mean each Assignment of Licenses, Permits and Contracts from time to time entered into by a Loan Party for the benefit of the Administrative Agent, the Lenders and the Swap Providers.

“Assignment and Subordination of Management Agreement” means, collectively, each Assignment and Subordination of Management Agreement entered into by a Loan Party from time to time in favor of the Administrative Agent, for the benefit of the Administrative Agent, the Lenders and the Swap Providers, with respect to each Property Management Agreement over a Collateral Pool Property and any other Management Agreement, substantially in the form attached hereto as Exhibit I.

“Attorney Costs” means with respect to (a) the Administrative Agent, all reasonable and documented fees and reasonable and documented out-of-pocket expenses, charges, disbursements and other charges of one law firm (and one local counsel in each relevant jurisdiction and one (1) special or regulatory counsel for each relevant subject matter to the extent reasonably necessary) and (b) each Credit Party other than the Administrative Agent, all reasonable and documented fees and reasonable and documented out-of-pocket expenses, charges, disbursements and other charges of one counsel to each such Credit Party.

“Audited Financial Statements” means the audited consolidated balance sheet of Holdings, the Borrower and its Subsidiaries as of the last day of each of the most recent Fiscal Year ended at least ninety (90) days prior to the Closing Date and the related audited consolidated statements of income, comprehensive income, cash flows and shareholders’ equity of Holdings, the Borrower and its Subsidiaries for each of the three most recent Fiscal Years ended at least ninety (90) days prior to the Closing Date.

“Auto-Renewal Letter of Credit” has the meaning assigned to such term in Section 2.4(b)(iii).

“Availability Period” means, with respect to the Revolving Facility, the period from and including the Closing Date to but excluding the earlier of the Maturity Date with respect to the Revolving Facility and, if different, the date of the termination of the Revolving Commitments in accordance with the provisions of this Credit Agreement.

“Back-to-Back Letter of Credit” means a letter of credit, in form and substance reasonably satisfactory to the L/C Issuer and issued by an issuer reasonably satisfactory to the L/C Issuer.

“Backstopped” means, in respect of any Letter of Credit that remains outstanding on the applicable date, that the L/C Issuer shall have received (a) a Back-to-Back Letter of Credit and/or (b) cash or Cash Equivalents, provided that (i) the sum of the maximum drawable amount of such Back-to-Back Letter of Credit plus the amount of such cash and Cash Equivalents shall not be less than the Minimum Collateral Amount of the maximum drawable amount of such Letter of Credit, (ii) the arrangements with respect to such cash, Cash Equivalents and drawings on any Back-to‑Back Letter of Credit allow the L/C Issuer to apply the same to reimburse itself with respect to drawings on, and other sums owing with respect to, such

5

Letter of Credit, and (iii) the requirements under clauses (i) and (ii) of this defined term are in all respects reasonably satisfactory to the L/C Issuer.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule.

“Bankruptcy Code” means Title 11 of the United States Code or any similar federal or state law for the relief of debtors.

provided, that any such Benchmark Replacement shall be administratively feasible as determined by Administrative Agent in its sole discretion. If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

6

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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

7

“Beneficial Ownership Certification” means, with respect to the Borrower, a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation, which certification shall be substantially in the form provided by Administrative Agent or such other form reasonably satisfactory to the Administrative Agent.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Amount” has the meaning assigned to such term in Section 10.21.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

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

“Borrower” has the meaning assigned to such term in the Preamble.

“Borrowing” means Loans of the same Type and currency made, converted or continued on the same date and, in the case of SOFR Loans, as to which a single Interest Period is in effect.

“Borrowing Minimum” means (a) in the case of a SOFR Borrowing, $1,000,000, and (b) in the case of an ABR Borrowing, $1,000,000.

“Business Day” means any day other than a Saturday, Sunday or day on which banks in New York City, New York are authorized or required by law to close.

“Calculation Date” means, as applicable (a) the date of delivery of each Committed Loan Notice, (b) the date of issuance, extension or renewal of any Letter of Credit (other than an Auto-Renewal Letter of Credit), (c) the last Business Day of each calendar quarter, or (d) such additional dates as the Administrative Agent or the Required Lenders with respect to the Revolving Facility shall specify.

“Capital Expenditures” means, for any period, with respect to any Person, the aggregate of all expenditures (whether paid in cash or other consideration or accrued as a liability) by such Person capitalized under an Acceptable Accounting Method, including, without limitation, for the acquisition or leasing (pursuant to a Capitalized Lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period).

“Capitalized Lease Obligations” means, at the time any determination thereof is to be made, the amount of the liabilities in respect of Capitalized Leases that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with an Acceptable Accounting Method.

“Capitalized Leases” means all leases that are required to be capitalized in accordance with an Acceptable Accounting Method.

8

“Capital Reserve Account” means an interest-bearing reserve account to be maintained with the Administrative Agent into which cash shall be deposited from time to time for purposes of funding forecasted Capital Expenditures for a Collateral Pool Property, in accordance with a budget reviewed and approved by the Administrative Agent in connection with the approval of such Collateral Pool Property.

“Cash Collateralize” means to deposit in a Controlled Account or to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if each of the Administrative Agent and the L/C Issuer shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer. “Cash Collateral”, “Cash Collateralized” and “Cash Collateralization” shall have a meaning analogous to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash” shall mean the legal tender of the United States of America.

“Cash Equivalents” means each of the following to the extent, except with respect to items described in clause (f) below, denominated in Dollars:

(a) debt obligations to the extent the principal thereof and interest thereon is backed by the full faith and credit of the United States;

(b) debt obligations to the extent the principal thereof and interest thereon is backed by the full faith and credit of any state of the United States or any political subdivision of any such state or any public instrumentality thereof which, at the time of acquisition, has one of two highest ratings obtainable from any two (2) of S&P, ▇▇▇▇▇’▇ ▇▇▇▇▇ Investors (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as may be reasonably acceptable to Administrative Agent) and is not listed for possible down-grade in any publication of any of the foregoing rating services;

(c) commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or Moody’s;

(d) certificates of deposit, banker’s acceptances and time deposits maturing within 270 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any state, commonwealth or other political subdivision thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000 or, to the extent not otherwise included, any Lender, and which is rated at least A-2 by S&P and P-2 by Moody’s in the note or commercial paper rating category;

(e) repurchase agreements with a term of not more than 30 days for securities described in clause (a) of this definition and entered into with a financial institution satisfying the criteria described in clause (d) of this definition;

(f) money market mutual funds, substantially all of the investments of which are in cash or investments contemplated by clauses (a), (b) (c) and (d) of this definition;

(g) any unregistered stock, shares, certificates, bonds, debentures, notes or other instrument which constitutes a “security” under the Securities Act of 1933 (other than that of any Loan Party or its Subsidiary) which are freely tradable on any national recognized securities exchange and are not otherwise encumbered by any Loan Party or any of its Subsidiaries; and

9

(h) with respect to any Foreign Subsidiary, (i) obligations of the national government of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business, provided that such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within one year after the date of investment therein, (ii) certificates of deposit of, bankers acceptances of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business, provided such country is a member of the Organization for Economic Cooperation and Development, and whose short term commercial paper rating from S&P is at least “A-1” or the equivalent thereof or from ▇▇▇▇▇’▇ is at least “P-1” or the equivalent thereof (any such bank being an “Approved Foreign Bank”), and in each case with maturities of not more than 270 days from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank.

“Cash Management Obligations” means all obligations of the Loan Parties in respect of any Cash Management Services provided to any Loan Party (whether absolute or contingent and howsoever and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)) that are (a) owed to the Administrative Agent or any of its Affiliates, (b) owed on the Closing Date to a Person that is a Lender or an Affiliate of a Lender as of the Closing Date or (c) owed to a Person that is a Lender or an Affiliate of a Lender at the time such obligations are incurred or becomes a Lender or an Affiliate of a Lender after it has incurred such obligations, provided that any such provider of Cash Management Services (other than the Administrative Agent or its Affiliates) executes and delivers a Secured Obligation Designation Notice to the Administrative Agent.

“Cash Management Services” means, collectively, (a) commercial debit or credit cards, merchant card processing and other services, purchase or debit cards, including non-card e-payables services, (b) treasury management services (including cash pooling arrangements, controlled disbursement, netting, overdraft, lockbox and electronic or automatic clearing house fund transfer services, return items, sweep and interstate depository network services, foreign check clearing services), and (c) any other demand deposit or operating account relationships or other cash management services.

“CEA Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Change in Law” means the occurrence, after the Agreement Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority or the compliance therewith by any Credit Party (or, for purposes of Section 3.4(b), by any Applicable Lending Office of such Credit Party or such Credit Party’s holding company, if any); provided that notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means an event or series of events by which:

(a) (i) Cantor ▇▇▇▇▇▇▇▇▇▇ Income Advisors, LLC or an Affiliate thereof shall not be acting in the capacity of “Advisor” or “Manager” to Holdings pursuant to that certain Second Amended and Restated

10

Advisory Agreement dated as of August 10, 2020 by and among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Income Advisors, LLC, Borrower, Holdings and the other parties thereto (the “Advisory Agreement”), or (ii) such “Advisor” or “Manager” shall cease to be directly or indirectly Controlled by, or under common Control with, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇.; or

(b) intentionally omitted; or

(c) Holdings shall cease to Control, directly or indirectly, each of Borrower and the Subsidiary Guarantors; or

(d) the Borrower shall fail to own, directly or indirectly, free and clear of all Liens or other encumbrances (other than Liens created pursuant to any Loan Document or permitted under Section 7.2), 100% of the aggregate ordinary voting power and economic interests represented by the issued and outstanding Equity Interests of each of the Subsidiary Guarantors, or any Subsidiary Guarantor shall fail to be a Wholly-Owned Subsidiary of the Borrower, except in each case to the extent otherwise permitted under clause (b) of the definition of “Eligible Property”.

“Citizens Bank” means Citizens Bank, N.A., a national banking association.

“Cleveland Escrow Agreement” has the meaning assigned to such term in Section 6.11.

“Closing Date” means July 16, 2025.

“Code” means the Internal Revenue Code of 1986, as amended from time to time or any successor statute, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Collateral” means all the “Collateral” as defined in the Collateral Documents and all other property of whatever kind and nature pledged or charged, or purported to be pledged or charged, as collateral under any Collateral Document, including without limitation, (a) with respect to any Collateral Pool Property, all of the “Property” referred to in any Mortgage, (b) the Collateral Accounts, and (c) all of the other property that is or is intended under the terms of any Deposit Account Pledge Agreement to be subject to Liens in favor of the Administrative Agent for the benefit of itself, the Lenders, and the Swap Providers.

“Collateral Accounts” means collectively each of the deposit accounts established pursuant to Section 6.16 maintained by, or on behalf of, the Administrative Agent and which are subject to the Administrative Agent’s “control” (as such term is used in Article 9 of the UCC) pursuant to an account control agreement in form and substance reasonably satisfactory to the Administrative Agent; provided that the Administrative Agent shall not exercise such “control” until and unless an Event of Default shall have occurred and be continuing.

“Collateral Documents” means, collectively, (a) the Mortgages, the Assignments of Leases and Rents, the Assignments of Licenses, Permits and Contracts, and each other agreement, instrument or document that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of itself, the Lenders, and the Swap Providers on any Collateral Pool Property, (b) the Deposit Account Pledge Agreement, (c) each Assignment and Subordination of Management Agreement, and (d) each other agreement, instrument or document that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of itself, the Lenders, and the Swap Providers on any assets or properties of the Loan Parties. Any Collateral Document executed and/or delivered in connection with a Collateral Pool Property may take the form of assignments of, and amendments and restatements of, existing mortgages or deeds of

11

trust or other collateral documents encumbering an Eligible Property, if approved by the Administrative Agent in its reasonable discretion.

“Collateral and Guarantee Requirement” means, at any time, the requirement that:

Notwithstanding the foregoing provisions of this definition or anything in this Credit Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth herein and in the Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the Borrower.

“Collateral Pool Availability” means, as of any date of determination, the least of:

provided, however, that solely during the Modified Availability Period, and provided that no Default or Event of Default is then continuing, the total “Collateral Pool Availability” shall be the Modified Collateral Pool Availability. “Modified Collateral Pool Availability” shall mean the least of the following amounts: (x) the aggregate Revolving Commitments on such date, and (y) the maximum principal amount that would not cause the Collateral Pool LTV Ratio to exceed seventy-two and 50/100 percent (72.5%). For the avoidance of doubt, during the Modified Availability Period, the “Modified Collateral Pool Availability” shall not include tests for any Maximum LTC Ratio or any Minimum Property Debt Yield, and the foregoing tests shall not be considered for purposes of determining the “Collateral Pool Availability” during the Modified Availability Period.

“Collateral Pool Availability Certificate” means a certificate, substantially in the form of Exhibit E.

“Collateral Pool DSCR” means, for any Measurement Period tested in connection with an Extension Request, the ratio of the Collateral Pool NOI, divided by the Implied Debt Service. “Implied Debt Service” means an amount equal to the annual principal and interest payment sufficient to amortize in full during a thirty (30) year period, a loan in an amount equal to the sum of the aggregate outstanding principal amount of Loans and L/C Obligations on the date of determination (after giving effect to any requested Loans), calculated using an interest rate equal to the greatest of: (a) the actual interest rate per annum in effect for the Loans under this Agreement (without giving effect to any interest rate cap, swap,

12

collar, hedge or other interest rate protection agreements), (b) the then-current annual yield on ten (10) year obligations issued by the United States Treasury most recently prior to the date of determination (as determined in good faith by the Administrative Agent) plus two and 50/100 percent (2.50%), or (c) an assumed interest rate of six and 50/100 percent (6.50%) per annum.

“Collateral Pool LTV Ratio” has the meaning assigned to such term in the definition of “LTV Ratio”.

“Collateral Pool NOI” means, for any Measurement Period, the Property NOI of all Collateral Pool Properties for such Measurement Period.

“Collateral Pool Property(ies)” means, as of any date, each Eligible Property that is encumbered by a Mortgage and which has not been removed as a Collateral Pool Property pursuant to Section 4.4. As of the Closing Date, the Collateral Pool Properties shall consist solely of the Eligible Properties that are the Initial Collateral Pool Properties.

“Collateral Pool Property Request” has the meaning given that term in Section 4.3(b)(i).

“Collateral Pool Property Value” means, on any date of determination, for each Collateral Pool Property eligible for inclusion in the calculation of Collateral Pool Availability on such date, the Appraised Value of such Collateral Pool Property as most recently determined under this Agreement.

“Commitment” means with respect to any Lender, such ▇▇▇▇▇▇’s Revolving Commitment.

“Committed Loan Notice” means a notice of a Borrowing, a conversion of Loans from one Type to the other, or a continuation of SOFR Loans pursuant to Section 2.2(a), which shall be substantially in the form of Exhibit B.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.) and any successor statute.

“Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent, any Lender or any L/C Issuer by means of electronic communications pursuant to Section 10.1, including through the Platform.

“Compliance Certificate” means a certificate, substantially in the form of Exhibit D.

“Condemnation Proceeds” has the meaning assigned such term in Section 6.11.

13

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Conroe Owner” has the meaning given that term in Section 4.4(d).

“Conroe Property” has the meaning given that term in Section 4.1(f).

“Consolidated” or “consolidated”, with reference to any term herein, means that term as applied to the accounts of the Loan Parties and their respective Subsidiaries, consolidated in accordance with an Acceptable Accounting Method, as applicable, and “Consolidating” and “consolidated” shall have the correlative meaning.

“Consolidated EBITDA” means, for any period, without duplication, (a) the Consolidated Net Income or loss of the Loan Parties and their Consolidated Subsidiaries for such period, as determined in accordance with an Acceptable Accounting Method (but before deduction for minority interests in any of their Consolidated Subsidiaries and excluding any adjustments for "straight-line rent accounting" or preferred dividends), plus (b) to the extent deducted in computing such Consolidated Net Income for such period, the sum of (i) Consolidated Interest Expense of the Loan Parties and their Consolidated Subsidiaries, (ii) consolidated income tax expense of the Loan Parties and their Consolidated Subsidiaries for such period, (iii) consolidated expenses associated with the upfront costs of acquisitions and not otherwise capitalized, and (iv) real estate depreciation, amortization and other extraordinary and non-cash items of the Loan Parties and their Consolidated Subsidiaries for such period (except, in the case of such other non-cash items, to the extent that a cash payment will be required to be made in respect thereof in a future period), minus (c) to the extent included in computing such Consolidated Net Income for such period, all consolidated gains (or plus all consolidated losses) attributable to any sales or other dispositions of assets, debt restructurings or early retirement of debt of the Loan Parties and their Consolidated Subsidiaries in such period. For purposes of calculating Consolidated EBITDA, the Loan Parties' and their Consolidated Subsidiaries' Equity Percentage of the items comprising EBITDA of their Partially-Owned Entities shall be included in the determination of Consolidated EBITDA.

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any Measurement Period, the ratio of (a) Adjusted Consolidated EBITDA to (b) Consolidated Fixed Charges.

“Consolidated Fixed Charges” means, for any period, the sum (without duplication) of: (a) Consolidated Interest Expense for such period, (b) the aggregate of all scheduled principal payments on Consolidated Total Indebtedness (but excluding (i) balloon, bullet or similar principal payments due upon the stated maturity of any Consolidated Total Indebtedness, (ii) payments of principal outstanding under the Revolving Facility, and (iii) payments of principal outstanding as a result of the reduction of any advance rate pursuant to the terms of the loan documents evidencing such Consolidated Total Indebtedness of any such Consolidated Subsidiary) made or required to be made during such fiscal period, measured on a consolidated basis, and (c) the aggregate of all preferred dividends, if any, payable by the Borrower, Holdings or any Consolidated Subsidiary. For purposes of calculating Consolidated Fixed Charges, such Person’s Equity Percentage (or such greater percentage for which such Person is liable by contract or law) of the Fixed Charges of its Partially-Owned Entities shall be included in the determination of Consolidated Fixed Charges.

14

“Consolidated Gross Asset Value” means, for any Person, on any date of determination, the sum (without duplication), on a consolidated basis, of: (a) the Fair Market Value for all Real Estate Assets of Holdings and its Consolidated Subsidiaries for the Measurement Period most recently ended as determined through the valuation policy of the Borrower and in accordance with the definition of Fair Market Value (such policy, the “Valuation Policy”), plus (b) the total cost as of such date, determined in accordance with an Acceptable Accounting Method, of the Development Assets of the Loan Parties and their Consolidated Subsidiaries, including land acquisition costs, plus (c) the Cost Basis Value of all Unimproved Land owned by the Loan Parties and their Consolidated Subsidiaries on such date held for development, plus (d) all unrestricted and unencumbered (other than in favor of the Administrative Agent) cash and Cash Equivalents of the Loan Parties and their Consolidated Subsidiaries on such date determined in accordance with an Acceptable Accounting Method; plus (e) the Borrower’s and its Consolidated Subsidiaries’ Equity Percentage of the items covered by the foregoing clauses (a) through (d) attributable to any Partially-Owned Entity on such date; provided, however, that the foregoing shall exclude any mezzanine debt, and preferred equity investments shall not exceed 20% of the Consolidated Gross Asset Value.

“Consolidated Interest Expense” means, for any period, the aggregate amount of interest required to be paid or accrued by the Loan Parties and their Consolidated Subsidiaries on all Indebtedness outstanding during all or any part of such period, whether such interest was or is required to be reflected as an item of expense or capitalized, including payments consisting of interest in respect of Capitalized Lease Obligations and including commitment fees, agency fees, facility fees, balance deficiency fees and similar fees or expenses in connection with the borrowing of money, or any deferred purchase price obligation. The Loan Parties' and their Consolidated Subsidiaries' Equity Percentage of all such expenses of any Partially-Owned Entity shall be included in Consolidated Interest Expense, calculated in a manner consistent with the above-described treatment for the Loan Parties and their Consolidated Subsidiaries.

“Consolidated Net Income” means, for any Person (the “first Person”) for any period, the sum of net income (or loss) for such period of such first Person and its subsidiaries determined on a consolidated basis in accordance with an Acceptable Accounting Method, excluding, without duplication, to the extent included in determining such net income (or loss) for such period: (a) any income (or loss) of any other Person (the “second Person”) if such second Person is not a subsidiary of such first Person, except that such first Person’s equity in the net income of any second Person for such period shall be included in the determination of Consolidated Net Income up to the aggregate amount of cash actually distributed by such second Person during such period to such first Person or any of its subsidiaries as a dividend or other distribution, (b) the income (or loss) of any second Person accrued prior to the date it became a subsidiary of such first Person or is merged into or consolidated with such first person or any of its subsidiaries or such second Person’s assets are acquired by such first person or any of its subsidiaries, (c) non-recurring gains (or losses), (d) the income of any subsidiary of such first Person to the extent that the declaration or payment of dividends or similar distributions by such subsidiary of that income is prohibited by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such subsidiary, and (e) all non-cash adjustments made to translate foreign assets and liabilities for changes in foreign exchange rates made in accordance with ASC 830.

“Consolidated Net Worth” means, on any date of determination, the sum of (a) Consolidated Gross Asset Value on such date minus (b) Consolidated Total Indebtedness on such date.

“Consolidated Subsidiaries” means, as of any date of determination, the Subsidiaries of the Borrower that are consolidated with the Borrower in accordance with an Acceptable Accounting Method and shall include, in all events, each Subsidiary Guarantor.

“Consolidated Total Indebtedness” means, as of any date of determination, the sum of all Indebtedness of the Loan Parties and their Consolidated Subsidiaries (including with respect to the Loans under the Revolving Facility), determined on a consolidated basis in accordance with an Acceptable

15

Accounting Method. For purposes of calculating total Indebtedness, such Person’s Equity Percentage (or such greater percentage for which such Person is liable by contract or law) of the total Indebtedness of its Partially-Owned Entities shall be included in the determination of Consolidated Total Indebtedness.

“Consolidated Total Leverage Ratio” means, with respect to any Measurement Period, the ratio of: (a) Consolidated Total Indebtedness as of the last day of such Measurement Period divided by (b) Consolidated Gross Asset Value for such Measurement Period.

“Consolidated Subsidiaries” means, as of any date of determination, the Subsidiaries of the Borrower that are consolidated with the Borrower in accordance with an Accountable Accounting Method and shall include, in all events, each Subsidiary Guarantor.

“Contested in Good Faith” means, with respect to any matter, that such matter is being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

“Contractual Obligation” means, as to any Person, any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is legally bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings analogous thereto.

“Controlled Account” means, as the context may require, a commodities account, deposit account and/or securities account that is subject to a Deposit Account Control Agreement (as defined in the Security Agreement) in form and substance reasonably satisfactory to the Administrative Agent and, with respect to Cash Collateral, the L/C Issuer.

“Controlled Foreign Corporation” means a controlled foreign corporation within the meaning of Section 957(a) of the Code.

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

“Cost Basis Value” means, with respect to any Real Estate Asset, the sum of the following to the extent capitalized in accordance with an Acceptable Accounting Method: (a) the total contract purchase price of such Real Estate Asset paid by the applicable Loan Party, plus (b) all commercially reasonable acquisition costs (including but not limited to title, legal, brokerage commissions, consulting fees and settlement costs; but excluding financing costs and any amounts paid by such Loan Party as a purchase price adjustment, to be held in escrow, to be retained as a contingency reserve, or other similar amounts).

“Covenant Shortfall Amount” has the meaning assigned to such term in Section 2.12(f)(ii).

“Credit Agreement” has the meaning assigned to such term in the Preamble.

“Credit Extension” means the making of a Loan or a L/C Credit Extension.

“Credit Facilities” means the Revolving Facility and any Incremental Facility; each, a “Credit Facility”.

“Credit Parties” means the Administrative Agent, the L/C Issuer and the Lenders.

16

“Credit Tenant” means (a) a tenant whose (or whose parent entity’s) short term unsecured debt obligations or commercial paper or long term unsecured debt obligations are rated BBB- (or its equivalent) or better by S&P or Baa3 (or its equivalent) or better by ▇▇▇▇▇’▇, and, if rated by both S&P and Moody’s, then rated BBB- (or its equivalent) or better by S&P and Baa3 (or its equivalent) or better by Moody’s, or (b) a tenant that is publicly traded (or whose parent entity is publicly traded), whose debt obligations do not exceed 20% of such tenant’s assets (or such parent entity’s assets, as applicable), and has been approved by all the Lenders, in their sole but reasonable discretion.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means the occurrence of any event or condition hereunder or under any other Loan Document which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Rate” means (a) when used with respect to the outstanding principal balance of any Loan, the sum of (i) the rate of interest otherwise applicable thereto plus (ii) five (5.00%) percent per annum, and (b) when used with respect to any L/C Borrowing or any interest, fee or other amount payable under the Loan Documents which shall not have been paid when due, the sum of (i) the Alternate Base Rate plus (ii) the Applicable Margin applicable to ABR Revolving Borrowings plus (iii) three (3.00%) percent per annum.

“Defaulting Lender” means, subject to Section 2.9(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such ▇▇▇▇▇▇’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or the L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such ▇▇▇▇▇▇’s obligation to fund a Loan hereunder and states that such position is based on such ▇▇▇▇▇▇’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower, or (d) has, or has a direct or indirect holding company that has, (i) become the subject of a proceeding under any

17

Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect holding company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.9(b)) upon delivery of written notice of such determination to the Borrower, the L/C Issuer and each Lender.

“Deposit Account Control Agreement” means any Deposit Account Control Agreement in respect of the Collateral Accounts delivered by the Borrower or any Subsidiary Guarantor to the Administrative Agent for the benefit of the Administrative Agent, the Lenders, and the Swap Providers from time to time.

“Deposit Account Pledge Agreement” means any Deposit Account Pledge Agreement in respect of the Collateral Accounts delivered by the Borrower or any Subsidiary Guarantor to the Administrative Agent for the benefit of the Administrative Agent, the Lenders, and the Swap Providers from time to time.

“Development Asset” means any Real Estate Asset which is either (i) under development for which Holdings or any of its Subsidiaries is actively pursuing construction of one or more buildings or other improvements or (ii) the subject of a major redevelopment or renovation, involving extensive capital expenditures beyond those normally incurred in connection with the installation of tenant improvements for a new tenant, to upgrade and reposition such Real Estate Asset to meet prevailing market standards and requiring such Real Estate Asset to be vacated during such redevelopment or renovation and, in the case of all such developments, redevelopments or renovations, for which construction is proceeding to completion without undue delay from permit denial, construction delays or otherwise, all pursuant to such member’s ordinary course of business, provided that any such Real Estate Asset will no longer be considered a Development Asset after the first date on which a certificate of occupancy has been issued or reissued for such Development Asset or on which such Development Asset may otherwise be lawfully occupied for its intended use.

“Disclosed Matters” means the actions, suits, proceedings and environmental matters disclosed in Schedule 5.6.

“Disposition” means, with respect to any Person, the sale, transfer, license, lease or other disposition (including by way of Division, Sale Leaseback or any sale or issuance of Equity Interests by way of a merger or otherwise) by such Person to any other Person, with or without recourse, of (a) any notes or accounts receivable or any rights and claims associated therewith, (b) any Equity Interests of any Subsidiary (other than directors’ qualifying shares), or (c) any other assets, provided, however, that none of the following shall constitute a Disposition: (i) any sale, transfer, license, lease or other disposition by (A) a Loan Party (other than Holdings) to another Loan Party (other than Holdings) or (B) a Non-Loan Party Subsidiary to another Non-Loan Party Subsidiary, in each case, on terms which are no less favorable than are obtainable from any Person which is not one of its Affiliates, (ii) the collection of accounts receivable and other obligations in the ordinary course of business, (iii) sales of inventory in the ordinary course of business, or (iv) dispositions of substantially worn out, damaged, uneconomical, surplus or obsolete equipment, equipment that is no longer useful in the business of the Borrower or its Subsidiaries. Each of the terms “Dispose” and “Disposed” when used as a verb shall have an analogous meaning.

18

“Disqualified Equity Interest” means, with respect to any Person, any Equity Interest of such Person which, by its terms, or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable, or upon the happening of any event or condition, (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) pursuant to a sinking fund obligation or otherwise (except as a result of a change in control or asset sale so long as any rights of the holders thereof upon the occurrence of a change in control or asset sale event shall be subject to the prior occurrence of the Termination Date), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date at the time such Equity Interests are issued.

“Disqualified Tenant Adjustment” has the meaning given that term in Section 2.1(b).

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons, whether pursuant to a “plan of division” or similar arrangement pursuant to Section 18-217 of the Delaware Limited Liability Company Act or any similar provision under the laws of any other applicable jurisdiction and pursuant to which the Dividing Person may or may not survive.

“Dollars” or “$” refers to lawful money of the United States.

“Domestic Subsidiary” means a Subsidiary incorporated or organized under the laws of the United States, or any state, commonwealth or other political subdivision thereof (including, for the avoidance of doubt, the District of Columbia).

“DSC Covenant” has the meaning given that term in Section 2.12(e).

“Due Diligence Package” has the meaning given that term in Section 4.3(b)(i).

“Earn-Out Obligations” means, with respect to any Person, obligations of such Person that are recognized under an Acceptable Accounting Method as a liability of such Person, payable in cash or which may be payable in cash at the seller’s or obligee’s option arising from the acquisition of a business or a line of business (whether pursuant to an acquisition of Equity Interests or assets, the consummation of a merger or consolidation or otherwise) and payable to the seller or sellers thereof.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

19

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.4(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 10.4(b)(iii)).

“Eligible Property” means a Real Estate Asset which satisfies all of the following requirements:

provided that any Real Estate Asset that does not satisfy the above criteria may be included as a “Collateral Pool Property” subject to the prior written consent of the Required Lenders, in their sole discretion.

“Eligible Property Cure” has the meaning assigned to such term in Section 2.12(f)(i).

20

“Eligible Property Permitted Liens” means the Liens permitted pursuant to clauses (a), (b), (f) and (g) of the definition of “Permitted Encumbrances.”

“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of liability, non-compliance or violation, investigations, proceedings, settlements, consent decrees, consent orders, consent agreements and all costs and liabilities relating to or arising from or under any Environmental Law, including (a) any and all claims by Governmental Authorities for enforcement, investigation, corrective action, cleanup, removal, response, remedial or other actions, cost recovery, damages, natural resource damages or penalties pursuant to or arising under any Environmental Law, (b) any and all claims by any one or more Persons seeking damages, contribution, restitution, indemnification, cost recovery, compensation or injunctive relief directly or indirectly resulting from, based upon or arising under Environmental Law, pertaining to Hazardous Materials or an alleged injury or threat of injury to human health, safety, natural resources, or the indoor or outdoor environment as a result of Hazardous Materials, and (c) all liabilities contingent or otherwise, expenses, obligations, losses, damages, fines and penalties arising under any Environmental Law.

“Environmental Indemnity(ies)” means (a) that certain Environmental and Hazardous Materials Indemnity Agreement dated as of the date hereof, made by the Loan Parties signatory thereto for the benefit of Administrative Agent, the Lenders, and the Swap Providers and (b) any Environmental Indemnity Agreement (in substantially identical form as the Environmental Indemnity Agreement being executed as of the date hereof) hereafter executed by a Loan Party for the benefit of the Administrative Agent, the Lenders and the Swap Providers in connection with the addition of an Eligible Property as a Collateral Pool Property.

“Environmental Law” means, collectively and individually any and all federal, state, local, or foreign statute, rule, regulation, code, guidance, ordinance, order, judgment, directive, decree, injunction or common law as now or previously in effect and regulating, relating to or imposing liability or standards of conduct concerning: the environment; protection of the environment and natural resources; air emissions; water discharges; the Release, threatened Release or discharge into the environment and physical hazards of any Hazardous Material; the generation, handling, management, treatment, storage, transport or disposal of any Hazardous Material or otherwise concerning pollution or the protection of the outdoor or indoor environment as a result of Hazardous Materials, preservation or restoration of natural resources, employee or human health or safety, and potential or actual exposure to or injury from Hazardous Materials.

“Environmental Liability” means, in respect of any Person, any statutory, common law or equitable liability, contingent or otherwise of such Person directly or indirectly resulting from, arising out of or based upon (a) the violation of any Environmental Law or Environmental Permit, or (b) an Environmental Claim.

“Environmental Permit” means any permit, approval, authorization, certificate, license, variance, filing or permission required by or from any Governmental Authority pursuant to any Environmental Law.

“Equity Interests” means, with respect to any Person, (a) shares of capital stock of (or other ownership or profit interests in) such Person, (b) warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, (c) securities (other than Indebtedness) convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and (d) all other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or non-voting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

21

“Equity Percentage” means the aggregate ownership percentage of Holdings or its Subsidiaries in each Partially-Owned Entity, which shall be calculated as the greater of (a) such Person’s direct or indirect nominal capital ownership interest in the Partially-Owned Entity as set forth in the Partially-Owned Entity’s organizational documents, and (b) such Person’s direct or indirect economic ownership interest in the Partially-Owned Entity reflecting such Person’s current allocable share of income and expenses of the Partially-Owned Entity.

“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations issued thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Loan Party, is treated as a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Sections 302 and 303 of ERISA and Sections 412 and 430 of the Code, is treated as a single employer under subsection (b), (c), (m) or (o) of Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043(c) of ERISA with respect to a Pension Plan (other than an event for which the 30-day notice period referred to in Section 4043 of ERISA is waived); (b) the existence with respect to any Pension Plan of a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA or Section 4975(c)(1) of the Code; (c) any failure of any Pension Plan to satisfy the “minimum funding standard” applicable to such Pension Plan under Section 412 or Section 430 of the Code or Section 302 or Section 303 of ERISA, whether or not waived; (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan, the failure to make by its due date a required installment under Section 430(j)(3) of the Code with respect to any Pension Plan or the failure of any Loan Party or ERISA Affiliate to make any required contribution to any Multiemployer Plan; (e) a determination that any Pension Plan is, or is expected to be, in “at-risk” status (as defined in Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA; (f) the incurrence by any Loan Party or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Pension Plan including the imposition of any Lien in favor of the PBGC or any Pension Plan(other than for PBGC premiums due but not delinquent under Section 4007 of ERISA); (g) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or Section 4041A or ERISA, the receipt by any Loan Party or any ERISA Affiliate from the PBGC or a Pension Plan administrator of any notice relating to an intention to terminate any Pension Plan or Pension Plans or to appoint a trustee to administer any Pension Plan under Section 4042 of ERISA or the occurrence of an event or condition which constitutes grounds under Section 4042 of ERISA or the termination of, or the appointment of a trustee to administrator, any Pension Plan; (h) any limitations under Section 436 of the Code become applicable; (i) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Pension Plan or Multiemployer Plan; (j) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (k) the receipt by any Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Loan Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or in endangered or critical status within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA; or (l) the imposition on any Loan Party or any ERISA Affiliate of any tax under Chapter 43 of Subtitle D of the Code, or the assessment of a civil penalty on any Loan Party or any ERISA Affiliate under Section 502(c) of ERISA.

22

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning assigned to such term in Section 8.1.

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

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.7(b)) or (ii) such Lender changes its Applicable Lending Office, except in each case to the extent that, pursuant to Section 3.6, amounts with respect to such Taxes were payable either to such ▇▇▇▇▇▇’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Applicable Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.6(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” has the meaning assigned to such term in the Recitals to this Agreement.

“Existing Obligations” has the meaning assigned to such term in the Recitals to this Agreement.

“Extension Fee” has the meaning assigned to such term in Section 3.2(c).

“Extension Financial Covenant” and “Extension Financial Covenants” have the meanings assigned to such terms in Section 2.12(f)(ii).

“Extension Period” has the meaning assigned to such term in Section 2.12.

23

“Extension Request” has the meaning assigned to such term in Section 2.12.

“Fair Market Value (FMV)” means, on any date of determination, the fair market value determined by the Borrower for a Real Estate Asset based on the most recent Appraisal, and reasonably approved by the Administrative Agent for any Real Estate Asset in the Collateral Pool. The Fair Market Value of each Real Estate Asset must be determined by an Appraisal at least once during the initial fifteen months after acquisition of such Real Estate Asset and no more than annually thereafter. Notwithstanding the foregoing, for any Real Estate Asset that has been owned for 15 months or less, the FMV shall be the purchase price of the Real Estate Asset or the fair value of the Real Estate Asset arrived at by the Borrower’s net asset value calculation agent (currently ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Co.) subsequent to the acquisition of the Real Estate Asset. Notwithstanding anything to the contrary herein, the FMV for Collateral Pool Properties will be the Collateral Pool Property Value determined on the basis of the Appraisal ordered by the Administrative Agent.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Credit Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Effective Rate” means, for any day, a rate per annum (expressed as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if such rate is not so published for any day, the Federal Funds Effective Rate for such day shall be the average of the quotations for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it and (c) if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Credit Agreement.

“Fee Letter” means the Second Amended and Restated Fee Letter dated as of the Agreement Date, between the Borrower and Citizens Bank.

“Financial Covenant Cure” has the meaning assigned to such term in Section 2.12(f)(ii).

“Financial Covenants” means the covenants set forth in Section 7.12.

“Financial Officer” means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer or comptroller of such Person (or such other financial officer as is reasonably acceptable to the Administrative Agent).

“First Extension Maturity Date” has the meaning set forth in Section 2.12.

“First Extension Option” has the meaning set forth in Section 2.12.

“First Extension Period” has the meaning set forth in Section 2.12.

24

“Fiscal Year” means the four fiscal quarter period of the Borrower ending on December 31 of each calendar year (i.e., the “2020 Fiscal Year” refers to the Fiscal Year ended on December 31, 2020).

“Flood Certificate” means a “Standard Flood Hazard Determination Form” of the Federal Emergency Management Agency and any successor Governmental Authority performing a similar function.

“Flood Documents” has the meaning set forth in Section 9.11.

“Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Flood Insurance Policies” has the meaning set forth in Schedule 6.10.

“Flood Program” means the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, in each case as amended from time to time, and any successor statutes.

“Flood Zone” means an area identified by the Federal Emergency Management Agency (or any successor agency) as a “Special Flood Hazard Area” with respect to which flood insurance has been made available under Flood Insurance Laws.

“Floor” means 0.00% per annum.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“Foreign Plan” means any employee pension benefit plan or arrangement (a) maintained, or contributed to by any Loan Party or Subsidiary that is not subject to the laws of the United States, or (b) mandated by a government other than the United States for employees of any Loan Party or Subsidiary.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Foreign Subsidiary Holdco” means any Domestic Subsidiary that owns no material assets other than the Equity Interests of one or more Foreign Subsidiaries that are Controlled Foreign Corporations.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the L/C Issuer, such Defaulting Lender’s L/C Exposure other than such Defaulting Lender’s L/C Exposure that has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in effect from time to time in the United States.

25

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any department, commission, board, bureau, agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Guarantee Agreement” means the Guarantee Agreement, dated as of July 23, 2021, among the Loan Parties and the Administrative Agent.

“Guarantees” means any obligation, contingent or otherwise, of any Person (the “guarantor”) guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation, provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guaranteed” has a meaning analogous thereto. The amount of any Guarantee at any time shall be deemed to be an amount equal to the lesser at such time of (i) the stated or determinable amount of the primary obligation in respect of which such Guarantee is made (or, if not stated or determinable, the maximum reasonably anticipated amount of the obligations in respect of which such Guarantee is made) and (ii) the maximum amount for which the guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee.

“Guarantors” means (a) Holdings, (b) each Subsidiary Guarantor, and (c) each other Person that becomes a party to the Guarantee Agreement as a Guarantor.

“Hazardous Materials” means all substances, wastes, chemicals, pollutants, or other contaminants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, mold, infectious, pharmaceutical or medical wastes and all other substances of any nature that are now or hereafter regulated under any Environmental Law or are now or hereafter defined, listed, classified, considered or described as hazardous, dangerous or toxic by any Governmental Authority or under any Environmental Law, but excluding substances of kinds and in amounts ordinarily and customarily used or stored in properties similar to the Collateral Pool Properties for the purpose of cleaning or other maintenance or operations and otherwise in compliance with all Environmental Laws.

“Holdings” has the meaning assigned to such term in the Preamble.

“IFRS” or “International Financial Reporting Standards” means accounting standards issued by the IFRS Foundation and the International Accounting Standards Board.

“Implied Debt Service” has the meaning assigned to such term in the definition of “Collateral Pool DSCR”.

26

“Incremental Assumption Agreement” means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, among the Borrower, the Administrative Agent and each existing or additional Revolving Lender party thereto.

“Incremental Commitments” has the meaning assigned to such term in Section 2.11(a).

“Incremental Facility” means a credit facility evidenced by Incremental Commitments, if any.

“Indebtedness” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of property for which such Person or its assets is liable; (b) all unfunded amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable if such amounts were advanced thereunder; (c) all amounts required to be paid by such Person as a guaranteed payment to partners or a preferred or special dividend, including any mandatory redemption of shares or interests; (d) all indebtedness guaranteed by such Person, directly or indirectly; (e) all obligations under leases that constitute capital leases for which such Person is liable; and (f) all obligations of such Person under interest rate swaps, caps, floors, collars and other Swap Agreements, in each case for which such Person is liable or its assets are liable, whether such Person (or its assets) is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss. The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation, company, or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” has the meaning assigned to such term in Section 10.3(b).

“Information” has the meaning assigned to such term in Section 10.14(b).

“Initial Collateral Pool Properties” means, collectively, the Real Estate Assets set forth on Schedule 4.3(a), so long as such Real Estate Assets constitute Eligible Properties.

“Initial Maturity Date” means the third (3rd) anniversary of the Closing Date, provided that if such day is not a Business Day, the Initial Maturity Date shall be the Business Day immediately preceding such day.

“Intellectual Property” has the meaning assigned to such term in the Security Agreement.

27

“Investment” means, as to any Person, (a) any Acquisition by such Person, (b) any direct or indirect acquisition or investment by such Person in another Person, whether by means of the purchase or other acquisition of Equity Interests or debt or other securities of another Person (including any partnership or joint venture interest), or (c) any direct or indirect loan, advance or capital contribution to, Guarantee with respect to any Indebtedness or other obligation of, such other Person. For purposes of covenant compliance, the amount of any Investment on any date of determination shall be, in the case of any Investment in the form of (i) a loan or an advance, the principal amount thereof outstanding on such date, (ii) a Guarantee, the amount of such Guarantee as determined in accordance with the last sentence of the definition of such term, (iii) a transfer of Equity Interests or other property by the investor to the investee, including any such transfer in the form of a capital contribution, or the issuance of Equity Interests to such investor, the fair market value (as determined reasonably and in good faith by the chief financial officer of the Borrower) of such Equity Interests or other property as of the time of the transfer or issuance, without any adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment, and (iv) any Investment (other than any Investment referred to in clauses (i), (ii) or (iii) above) in the form of an Acquisition or a purchase or other acquisition for value of any evidences of Indebtedness or other securities of any other Person, the original cost of such Investment (including any Indebtedness assumed in connection therewith), plus the cost of all additions, as of such date, thereto, and minus the amount, as of such date, of any portion of such Investment repaid to the investor in cash as a repayment of principal or a return of capital, as the case may be, but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment.

“IRS” means the United States Internal Revenue Service.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“ISP” means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time of issuance)

“L/C Advance” has the meaning assigned to such term in Section 2.4(c)(iii).

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the applicable L/C Honor Date or refinanced as a Revolving Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance or renewal thereof or extension of the expiry date thereof, or the reinstatement or increase of the amount thereof or any amendment thereto.

28

“L/C Disbursement” means a payment made by the L/C Issuer pursuant to a Letter of Credit.

“L/C Exposure” means, with respect to any Revolving Lender at any time, its Applicable Percentage of the L/C Obligations.

“L/C Fronting Fee” has the meaning assigned to such term in Section 3.2(b)(ii).

“L/C Honor Date” has the meaning assigned to such term in Section 2.4(c)(i).

“L/C Issuer” means Citizens Bank in its capacity as issuer of Letters of Credit hereunder.

“L/C Obligations” means, at any time, with respect to all of the Revolving Lenders, the sum, without duplication, of (a) the undrawn portion of all Letters of Credit plus (b) the aggregate of all Unreimbursed Amounts in respect of Letters of Credit (unless refinanced as a Revolving Borrowing), including all L/C Borrowings.

“L/C Participation Fee” has the meaning assigned to such term in Section 3.2(b)(i).

“L/C Sublimit” means an amount equal to ten percent (10%) of the aggregate amount of the Revolving Commitments. The L/C Sublimit is a sublimit of the Revolving Commitments.

“Lead Arranger” means Citizens Bank, in its capacity as left lead arranger and bookrunner of the credit facilities established under this Credit Agreement, and BMO Bank N.A., in its capacity as joint lead arranger of the credit facilities established under this Credit Agreement.

“Lease(s)” means all present and future leases, subleases, licenses, concessions or grants or other possessory interests now or hereafter in force, whether oral or written, covering or affecting any Real Estate Asset, or any portion of any Real Estate Asset, and all modifications, extensions or renewals thereof.

“Lenders” means (a) the financial institutions listed on Schedule 2.1 (other than any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Acceptance) and (b) any financial institution that has become a party hereto pursuant to an Assignment and Assumption or pursuant to an Incremental Assumption Agreement.

“Letter of Credit” means any letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Documents” means, with respect to each Letter of Credit, such Letter of Credit, any amendments thereto, any Letter of Credit Application and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the parties concerned or (b) any collateral for such obligations.

“Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the Maturity Date of the Revolving Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, Capitalized Lease or title retention agreement relating to

29

such asset, and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Liquidity” means, with respect to any Person, unrestricted and unencumbered Cash and Cash Equivalents and marketable securities regularly traded on a recognized national or international securities exchange, as presented on such Person’s financial statements delivered in accordance with Section 6.1(a) or (b) hereof. In addition, unencumbered, callable and uncalled capital commitments which are available to such Person under and in accordance with its Organizational Documents shall be included in calculating Liquidity.

“Loan” means an extension of credit by a Lender to the Borrower under Article 2 in the form of a Revolving Loan (including any Incremental Facilities).

“Loan Document Obligations” means the due and punctual payment and performance of all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party under or pursuant to each of the Loan Documents or otherwise with respect to any Loan or Letter of Credit and all out-of-pocket, third-party costs and expenses actually incurred in connection with enforcement and collection of the foregoing, including the reasonable fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding.

“Loan Documents” means, collectively, this Credit Agreement, the Notes, the Guarantee Agreement, each Environmental Indemnity Agreement, each Incremental Assumption Agreement, each Letter of Credit Application, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.10, the Fee Letter, the Collateral Documents, each Compliance Certificate, each Collateral Pool Availability Certificate, and each other document entered into in connection herewith.

“Loan Parties” means, collectively, (a) the Borrower, (b) Holdings and (c) the Subsidiary Guarantors.

“LTV Default” has the meaning assigned to such term in Section 7.12(g).

“LTC Ratio” means, with respect to any particular Collateral Pool Property, as of any date of determination by Administrative Agent, the outstanding principal balance of the Revolving Loans advanced for such Collateral Pool Property, as a percentage of the acquisition costs for such Collateral Pool Property.

“LTV Ratio” means:

(a) with respect to the Collateral Pool in the aggregate, the ratio obtained by dividing: (i) the aggregate outstanding principal balance of the Revolving Loans (after giving effect to any requested Loans), by (ii) the Collateral Pool Property Value of the Collateral Pool Properties in the aggregate, expressed as a percentage (the “Collateral Pool LTV Ratio”); and

(b) with respect to any particular Collateral Pool Property, the ratio obtained by dividing: (i) the outstanding principal balance of the Revolving Loans advanced for such Collateral Pool Property, by (ii) the Collateral Pool Property of such Collateral Pool Property, expressed as a percentage.

“LTV Shortfall Amount” has the meaning assigned to such term in Section 7.12(g).

30

“Major Lease” means any commercial Lease demising more than 25% of the gross leasable area of any individual Real Estate Asset.

“Management Agreement(s)” means, individually and collectively, each of the asset management agreements, leasing agent agreements, property management agreements and property sub-management agreements (if any) entered into with respect to a Real Estate Asset.

“Margin Stock” has the meaning assigned to such term in Regulation U.

“Master Agreement” has the meaning assigned to such term in the definition of “Swap Agreement.”

“Material Adverse Effect” or “Material Adverse Change” means (a) a material adverse change in, or a material adverse effect upon, the operations, business or financial condition of the Borrower or any Subsidiary Guarantor; (b) a material impairment of the ability of the Borrower or any Subsidiary Guarantor to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower or any Subsidiary Guarantor of any Loan Documents to which it is a party; provided that, any change resulting from any change (i) generally affecting the real estate market in the state in which any Collateral Pool Property is located, (ii) in the general economic or financial conditions of the United States or (iii) resulting from the occurrence of any pandemic, epidemic or prevalent disease or illness with an actual or probable threat to human life as may be designated or determined by any local, city, county or state governmental entities, as applicable, or the federal government of the United States, the World Health Organization (WHO) or the U.S. Centers for Disease Control (CDC), including, without limitation, coronavirus, atypical pneumonia, Severe Acute Respiratory Syndrome (SARS), or avian influenza (which shall include, without limitation (x) adherence to any travel restriction, warning or advisory issued in relation thereto by any local, city, county or state governmental entities, as applicable, or the federal government of the United States, the World Health Organization (WHO) or the U.S. Centers for Disease Control (CDC), or (y) any quarantine or similar measure taken in relation thereto by any governmental agency or authority to prevent the spread of any communicable disease, or (z) any unavailability (or lack of commercially reasonable availability) of any resources, information or services resulting from any of the foregoing), in each case, shall not constitute a Material Adverse Change.

“Material Contract” means any written contract or other arrangement (other than Loan Documents and Swap Agreements with Swap Providers), to which any Loan Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto would reasonably be expected to have a Material Adverse Effect. Without limitation of the foregoing, Material Contracts shall include, in any event, each Approved Management Agreement.

“Material Default” means a monetary Default, a material non-monetary Default or an Event of Default.

“Maturity Date” means the Initial Maturity Date or, if the term of the Loan is extended in accordance with this Agreement, the First Extension Maturity Date or the Second Extension Maturity Date, as applicable, provided that if any such day is not a Business Day, the Maturity Date shall be the Business Day immediately preceding such day.

“Maximum Collateral Pool Property Availability” has the meaning assigned to such term in Section 2.1(b).

“Maximum LTC Ratio” has the meaning assigned to such term in Section 2.1(b).

“Maximum LTV Ratio” has the meaning assigned to such term in Section 2.1(b).

31

“Measurement Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Borrower ending on or prior to such date. A Measurement Period may be designated by reference to the last day thereof (e.g. the September 30, 2021 Measurement Period refers to the period of four consecutive fiscal quarters of the Borrower ended September 30, 2021), and a Measurement Period shall be deemed to end on the last day thereof.

“Minimum Collateral Amount” means, with respect to any L/C Obligations at any time, an amount equal to 105% of such L/C Obligations at such time.

“Minimum Property Debt Yield” has the meaning assigned to such term in Section 2.1(b).

“Modified Availability Period” means the six (6) month period immediately following the effective date of the release of the Conroe Property in accordance with Section 4.4(d) hereof. For the avoidance of doubt, if the Conroe Property has not been released as a Collateral Pool Property within three (3) months of the Agreement Date in accordance with Section 4.4(d) hereof, the provisions of this Agreement with respect to the Modified Availability Period and Modified Collateral Pool Availability shall have no further force and effect.

“Modified Collateral Pool Availability” has the meaning assigned to such term in the definition of “Collateral Pool Availability.”

“▇▇▇▇▇’▇” means ▇▇▇▇▇’▇ Investors Service, Inc. and any successor to its rating agency business.

“Mortgages” means each first-priority, recorded mortgage, deed to secure debt or deed of trust in substantially the form of Exhibit G hereto or otherwise in form and substance reasonably satisfactory to the Administrative Agent entered into from time to time by a Loan Party for the benefit of the Administrative Agent, the Lenders and the Swap Providers in connection with the inclusion of an Eligible Property as a Collateral Pool Property.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Negative Pledge” means, with respect to a given asset, any provision of a document, instrument or agreement (other than any Loan Document) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for Indebtedness of the Person owning such asset or any other Person.

“NNN Lease” means a Lease under which the tenant pays all expenses of maintaining the Real Estate Asset, including insurance, real property taxes, and all repairs.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all or all affected Lenders in accordance with the terms of Section 10.2 and (b) has been approved by the Required Lenders.

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

“Non-Loan Party Subsidiary” means any Subsidiary of Holdings or the Borrower that is not a Loan Party.

“Non-Recourse Exclusions” means, with respect to any Non-Recourse Indebtedness of any Person, any usual and customary exclusions from the non-recourse limitations governing such Indebtedness, including, without limitation, (a) customary exclusions for actual losses incurred by a lender in connection with such Non-Recourse Indebtedness that are (i) are based on fraud, intentional or material

32

misrepresentation, misappropriation of funds, gross negligence or willful misconduct, (ii) result from intentional waste at the Real Estate Asset securing such Non-Recourse Indebtedness, (iii) arise from the presence of hazardous or toxic substances, materials or wastes on the Real Estate Asset securing such Non-Recourse Indebtedness; or (iv) are the result of any unpaid real estate taxes and assessments or insurance; (b) customary exclusions for the actual loss or repayment in full of such Non-Recourse Indebtedness resulting from (i) the borrowing Subsidiary and/or its assets becoming the subject of a voluntary or collusive involuntary bankruptcy, insolvency or similar proceeding, (ii) interference with the exercise by the lender under such Non-Recourse Indebtedness of the remedies thereunder, (iii) the transfer of the borrowing Subsidiary and/or its assets in breach of the terms of such Non-Recourse Indebtedness or (iv) are the result of the breach by the borrowing Subsidiary of the special purpose entity provisions under such Non- Recourse Indebtedness; or (c) any other exclusions as are usual and customary in the reasonable determination of the Administrative Agent or are otherwise permitted by the Administrative Agent.

“Non-Recourse Indebtedness” means, with respect to a Person, Indebtedness for borrowed money in respect of which recourse for payment is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness (except for Non-Recourse Exclusions until a claim is made with respect thereto, and then such Indebtedness shall not constitute Non-Recourse Indebtedness only to the extent of the amount of such claim).

“Nonrenewal Notice Date” has the meaning assigned to such term in Section 2.4(b)(iii).

“Notes” means, collectively, the Revolving Loan Notes.

“Occupancy Rate” means, with respect to any multifamily, student housing or self storage Real Estate Asset, the percentage of the total units in the Property leased to tenants pursuant to Leases entered into in accordance with the terms of this Agreement, which tenants are in physical occupancy and are not more than 60 days past due in the payment of all rent or other similar payments due under such Leases.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.

“Organizational Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-United States jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating or limited liability company agreement and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with

33

respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.7(b)).

“Outstanding Amount” means (a) with respect to any Loan on any date, the outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments thereof (including any refinancing of outstanding Unreimbursed Amounts under Letters of Credit or L/C Borrowings as a Revolving Borrowing) occurring on such date, and (b) with respect to any Letter of Credit, Unreimbursed Amount, L/C Borrowing or L/C Obligations on any date, the outstanding amount thereof on such date after giving effect to any related L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding Unreimbursed Amounts under related Letters of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters of Credit or related L/C Credit Extensions as a Revolving Borrowing) or any reductions in the maximum amount available for drawing under related Letters of Credit taking effect on such date.

“Partially-Owned Entity” means, with respect to any Person, any other Person in which such Person holds an Equity Interest Investment, the financial results of which Equity Interest Investment would not be consolidated under an Acceptable Accounting Method with the financial results of such Person on the consolidated financial statements of such Person.

“Participant” has the meaning assigned to such term in Section 10.4(d).

“Participant Register” has the meaning assigned to such term in Section 10.4(d).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Pension Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 or Section 430 of the Code or Section 302 or Section 303 of ERISA, and in respect of which any Loan Party or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Permitted Encumbrances” means:

34

provided that the term “Permitted Encumbrance” shall not include any Lien securing Indebtedness except in the case of equipment financing.

“Permitted Property” means a Real Estate Asset located in the contiguous United States which is:

35

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Platform” means DebtX, Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.

“Pricing Level” has the meaning assigned to such term in the chart depicted in the definition of “Applicable Margin”.

“Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to time by Citizens Bank or its parent company (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

“Pro Forma Basis” means, with respect to any transaction, that such transaction shall be deemed to have occurred as of the first day of the four-quarter period (or twelve month period, as applicable) ending as of the most recent quarter end (or month end, as applicable) preceding the date of such transaction for which financial statement information is available. Each of the terms “Pro Forma Compliance” and “Pro Forma Effect” shall have an analogous meaning.

“Property Debt Yield” means, at any time, the ratio of Property NOI to Indebtedness as of any applicable date with respect to any Real Estate Asset. For purposes of calculating Property NOI, (a) with respect to properties that have been owned for at least two fiscal quarters, Property NOI shall be the Property NOI for the two most recently ended fiscal quarters ending on or prior to such date and then calculated on an annualized basis for such two-quarter period, and (b) with respect to properties that have been owned for less than two fiscal quarters, Property NOI shall be the Pro Forma Property NOI.

“Pro Forma Property NOI” means, with respect to any Real Estate Asset acquired during the previous two quarters, the Borrower’s underwritten annual Property NOI, as approved by the Administrative Agent.

“Property Management Fees” means, with respect to any Real Estate Asset for any period, an assumed amount equal to the greater of: (a) three (3% ) percent of the aggregate rent and other income under leases with tenants at such Real Estate Asset and (b) the sum of the actual management fees during such period.

“Property NOI” means, with respect to any Real Estate Asset for any period, the sum of (a) property rental and other rent related income (after adjusting for straight-lining of rents and excluding the rents from tenants in default or bankruptcy) earned in the ordinary course and attributable to such Real Estate Asset accruing for such period (excluding extraordinary, non-recurring rental income and lease termination payments), minus (b) the amount of all expenses incurred in connection with and directly attributable to the ownership and operation of such Real Estate Asset for such period, including, without limitation, Property Management Fees, Reserves for Capital Expenditures, and amounts accrued for the payment of real estate taxes and insurance premiums, but excluding interest expense or other debt service charges and any non-cash charges such as depreciation or amortization of financing costs; provided that the Property NOI for each single tenant Real Estate Asset shall be subject to the Disqualified Tenant Adjustment.

36

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

“Public Lender” has the meaning assigned to such term in Section 10.1(d)(i).

“Qualified Equity Interests” means, with respect to the Equity Interests of any Person, any Equity Interests other than Disqualified Equity Interests of such Person.

“Qualifying Ground Lease” has the meaning assigned to such term in the definition of “Eligible Property”.

“Real Estate Asset” means any parcel of real property, and any improvements thereon, owned in fee simple (or by Qualifying Ground Lease) by a Subsidiary of Borrower.

“Real Property” means, collectively, all right, title and interest in and to any and all parcels of or interests in real property owned or leased by any Person, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership thereof.

“Recently Acquired Asset” means any Real Estate Asset which a Subsidiary Guarantor has owned in fee simple (or by Qualifying Ground Lease) for eighteen (18) or fewer months as of the applicable determination date.

“Recipient” means the Administrative Agent, any Lender or the L/C Issuer, as applicable.

“Recourse Indebtedness” means that portion of any Indebtedness that is not Non-Recourse Indebtedness.

“Register” has the meaning assigned to such term in Section 10.4(c).

“Regulation D” means Regulation D of the Board.

“Regulation T, U or X” means Regulation T, U or X, respectively, of the Board.

“REIT” means a real estate investment trust within the meaning of Section 856 of the Code.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, members, directors, officers, employees, agents, trustees, administrators, managers, advisors, attorneys-in-fact and representatives of such Person and of such Person’s Affiliates.

“Release” means any actual or threatened releasing, spilling, leaking, pumping, pouring, leaching, seeping, emitting, migration, emptying, discharging, injecting, escaping, depositing, disposing, or dumping of Hazardous Materials into the indoor or outdoor environment, including the movement of any Hazardous Material through the air, soil, surface water, groundwater or property and any other conditions resulting in potential or actual human exposure to Hazardous Materials within a structure.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Removal Effective Date” has the meaning assigned to such term in Section 9.6(b).

37

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Committed Loan Notice, and (b) with respect to a L/C Credit Extension, a Letter of Credit Application.

“Required Lenders” means, at any time, two or more unaffiliated Lenders having Total Credit Exposures representing more than 66% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Reserve Account” and “Reserve Accounts” have the meaning assigned to such terms in Section 6.16.

“Reserves for Capital Expenditures” means, with respect to:

If the term Capital Reserves is used without reference to any specific Real Estate Asset then the amount shall be determined on an aggregate basis with respect to all Real Estate Assets of Holdings and its Wholly-Owned Subsidiaries and Holdings’ applicable Equity Percentage of all Real Estate Assets of any Partially-Owned Entities.

“Resignation Effective Date” has the meaning assigned to such term in Section 9.6(a).

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer, assistant treasurer, or other similar officer of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means, as to any Person, (a) any dividend or other distribution by such Person (whether in cash, securities or other property) with respect to any Equity Interests of such Person, (b) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the holders of Equity Interests of such Person, (c) the acquisition for value by such Person of any Equity Interests issued by such Person or any other Person that Controls such Person, (d) any “annual asset management fees,” “acquisition fees,” “loan fees,” “property management fees,” “disposition fees” and/or other fees or expenses payable to any Affiliate of any Loan Party under any Management Agreement, or organizational or other document, and (e) with respect to clauses (a) through (d) any transaction that has a substantially similar effect.

“Revolving Borrowing” means a Borrowing consisting of Revolving Loans of the same Type made, converted or continued on the same date and, in the case of SOFR Loans, as to which a single Interest Period is in effect.

“Revolving Commitment” means, with respect to each Revolving Lender, the commitment hereunder of such Revolving Lender to make Revolving Loans and to acquire participations in Letters of Credit in an aggregate outstanding amount not exceeding the amount of such Revolving Lender’s Revolving Commitment as set forth on Schedule 2.1 or in the Assignment and Assumption pursuant to which such Revolving Lender shall have assumed its Revolving Commitment in accordance with Section 10.4(b), as

38

applicable, as such Revolving Commitment may be adjusted from time to time pursuant to Section 2.5 or Section 2.11 or pursuant to assignments by or to such Revolving Lender pursuant to Section 10.4. The initial aggregate amount of the Revolving Commitments on the Agreement Date is One Hundred Fifty Million and 00/100 Dollars ($150,000,000.00).

“Revolving Exposure” means, as to any Lender at any time, the sum of (a) the Outstanding Amount of its Revolving Loans, plus (b) its L/C Exposure.

“Revolving Facility” means the credit facility established hereunder and evidenced by the Revolving Commitments.

“Revolving Lender” means a Lender having a Revolving Commitment or, if the Revolving Commitments have expired or terminated, having Revolving Exposure.

“Revolving Loan” means a loan referred to in Section 2.1(a) and made pursuant to Section 2.2.

“Revolving Loan Note” means with respect to a Revolving Lender, a promissory note evidencing the Revolving Loans of such Lender payable to the order of such Lender (or, if required by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit C.

“S&P” means Standard & Poor's Financial Services LLC, a subsidiary of S&P Global Inc.

“Sale and Leaseback” means any transaction or series of related transactions pursuant to which any Loan Party (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed.

“Sanctioned Country” means any country, territory or region which is itself the subject or target of any comprehensive Sanctions (which may include the Crimean region of Ukraine, Cuba, Iran, North Korea, Darfur, South Sudan and Syria).

“Sanctioned Person” means (a) any Person or group listed in any Sanctions related list of designated Persons maintained by OFAC, including the List of Specially Designated Nationals and Blocked Persons, or the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, (b) any Person subject to any law that would prohibit all or substantially all financial or other transactions with that Person or would require that assets of that Person that come into the possession of a third-party be blocked (c) any legal entity organized or domiciled in a Sanctioned Country, (d) any agency, political subdivision or instrumentality of the government of a Sanctioned Country, (e) any natural person ordinarily resident in a Sanctioned Country, or (f) any Person 50% or more owned, directly or indirectly, individually or in the aggregate by any of the above.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union or any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“Second Extension Maturity Date” has the meaning set forth in Section 2.12.

“Second Extension Option” has the meaning set forth in Section 2.12.

“Second Extension Period” has the meaning set forth in Section 2.12.

39

“Secured Obligation Designation Notice” means a notice substantially in the form of Exhibit K executed and delivered to the Administrative Agent by a counterparty (other than the Administrative Agent and its Affiliates) to a Swap Agreement or an agreement to provide Cash Management Services in order that the obligations in respect thereof constitute Swap Agreement Obligations or Cash Management Obligations.

“Secured Obligations” means, collectively, (a) the Loan Document Obligations, (b) the Cash Management Obligations, (c) the Swap Agreement Obligations and (d) the Erroneous Payment Subrogation Rights.

“Secured Parties” means, collectively, (a) the Administrative Agent, (b) each Lender, (c) each L/C Issuer, (d) each Person to whom any Cash Management Obligations are owed, (e) each counterparty to any Swap Agreement the obligations under which constitute Swap Agreement Obligations, (f) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (g) the permitted successors and assigns of each of the foregoing.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Borrowing” means, as to any Borrowing, the SOFR Loans comprising such Borrowing.

“SOFR Loan” means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of “Alternate Base Rate”

“Sold Entity or Business” means any Person or any property or assets constituting a line of business or a division of a Person Disposed of in a transaction permitted hereunder by the Borrower or any of its Subsidiaries.

“Solvency Certificate” means a certificate, substantially in the form of Exhibit J.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the present assets of such Person and its Subsidiaries, taken as a whole, is not less than the sum of the debt (including contingent liabilities) of such Person and its Subsidiaries, taken as a whole, (b) the present fair salable value of the assets of such Person and its Subsidiaries, taken as a whole, is not less than the amount that will be required to pay the probable liabilities (including contingent liabilities) of such Person and its Subsidiaries, taken as a whole, on their debts as they become absolute and matured, (c) the capital of such Person and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of such Person or its Subsidiaries, taken as a whole, contemplated as of such date and (d) such Person and its Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debts as they mature in the ordinary course of business; provided that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Transaction” means any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Incremental Revolving Commitments, or addition or release of a Collateral Pool Property that by the terms of this Credit Agreement requires a test to be calculated on a “Pro

40

Forma Basis”, be given in “Pro Forma Compliance” with, or after giving “Pro Forma Effect”; provided that any increase in the Revolving Commitments above the amount of Revolving Commitments in effect on the Closing Date, for purposes of this definition, shall be deemed to be fully drawn.

“Subordinated Debt” means Indebtedness incurred by a Loan Party that is subordinated in right of payment to the prior payment of the Loan Document Obligations of such Loan Party and contains subordination and other terms reasonably acceptable to the Administrative Agent.

“Subordinated Debt Documents” means any agreement, indenture or instrument pursuant to which any Subordinated Debt is issued, in each case as amended to the extent permitted under the Loan Documents.

“Subsidiary” means any direct or indirect subsidiary of the Borrower or a Loan Party, as the context may require.

“Subsidiary Guarantors” has the meaning assigned to such term in the Preamble.

“Subsidiary Joinder Agreement” means a Subsidiary Joinder Agreement, substantially in the form of Exhibit F, pursuant to which a Subsidiary becomes a party to the Guarantee Agreement, to the Security Agreement and to each other applicable Loan Document.

“Swap Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Agreement Obligations” means all obligations of the Loan Parties under each Swap Agreement to which any Loan Party or its Subsidiary is a party and that (a) is with a counterparty that is the Administrative Agent or any of its Affiliates, (b) is in effect on the Closing Date with a counterparty that is a Lender or an Affiliate of a Lender as of the Closing Date or (c) is entered into after the Closing Date with any counterparty that is a Lender or an Affiliate of a Lender at the time such Swap Agreement is entered into or becomes a Lender or an Affiliate of a Lender after it has entered into such agreement, provided that any such counterparty (other than the Administrative Agent or its Affiliates) executes and delivers a Secured Obligation Designation Notice to the Administrative Agent and, provided, further, that Swap Agreement Obligations shall not include, with respect to any Guarantor, Excluded CEA Swap Obligations of such Guarantor.

“Swap Provider” means any Lender or any Affiliate of a Lender that is party to a Swap Agreement at the time the Swap Agreement is entered into. For the avoidance of doubt, any such Person that ceases to be a Lender, or an Affiliate of a Lender, shall no longer be a Swap Provider.

“Swap Termination Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Agreements, (a)

41

for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Agreements (which may include a Lender or any Affiliate of a Lender).

“Synthetic Lease Obligation” means the monetary obligation of a Person at any time of determination under (i) a so called synthetic, off balance sheet or tax retention lease, or (ii) an agreement for the use or possession of property, in each case, creating obligations that do not appear on the balance sheet of such Person but which could be characterized as the indebtedness of such Person (without regard to accounting treatment) (other than operating leases arising as a result of Sale and Leaseback transactions).

“Tax and Insurance Reserve Account” means an interest-bearing reserve account to be maintained with the Administrative Agent into which cash shall be deposited from time to time to cover annual real estate tax bills and the annual insurance premiums for a Collateral Pool Property.

“Tax Distribution Amount(s)” means (a) an amount necessary for direct or indirect holders of Equity Interests in the Borrower to pay any franchise Taxes or other similar Taxes required to maintain corporate or other legal existence, plus (b) the greater of (x) an amount, as determined in good faith by Borrower, equal to (or in excess of by an immaterial amount) the minimum amount that, if every holder of Equity Interests in Borrower was a REIT would be sufficient to enable each such REIT to maintain its qualification as a REIT and avoid the incurrence of entity-level Taxes (including any excise or income taxes on undistributed income) and (y) an amount, as determined in good faith by Borrower, equal to aggregate federal, state, local, and non- U.S. income tax payable by direct or indirect holders of Equity Interests in Borrower on the taxable income attributable to any Loan Party, assuming the applicability of the highest marginal federal, state, and local income Tax rates.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

42

“Termination Date” means the date upon which all Commitments have terminated, no Letters of Credit are outstanding (or if Letters of Credit remain outstanding, the same are Backstopped), and the Loans and L/C Obligations (other than with respect to the undrawn portion of outstanding Letters of Credit), together with all interest and fees related thereto and other Loan Document Obligations (other than unasserted contingent indemnification and unasserted expense reimbursement obligations in each case not yet due and payable), have been indefeasibly paid in full in cash.

“Threshold Amount” means $1,000,000.

“TI/LC Reserve Account” means an interest-bearing reserve account to be maintained with the Administrative Agent into which cash shall be deposited from time to time for purposes of funding forecasted tenant improvements and leasing commissions for a Collateral Pool Property, in accordance with a budget reviewed and approved by the Administrative Agent in connection with the approval of such Collateral Pool Property, which budget approval shall not be unreasonably conditioned, withheld or delayed.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments and Revolving Exposure of such Lender at such time.

“Total Revolving Outstandings” means at any time, the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations at such time.

“Transaction Expenses” means any fees or expenses incurred or paid by Holdings, the Borrower, or any Subsidiary in connection with the Transactions, this Credit Agreement and the other Loan Documents and the transactions contemplated hereby and thereby in connection therewith.

“Transactions” means (a) the execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, (b) the borrowing of the Loans and the issuance of the Letters of Credit, and (c) the satisfaction of the Collateral and Guarantee Requirement.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to Term SOFR or the Alternate Base Rate.

“UCP” means the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

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

“Unaudited Financial Statements” means the unaudited consolidated balance sheets and related statements of income, comprehensive income, changes in equity and cash flows of Holdings, the Borrower and its Subsidiaries, covering any of the first three fiscal quarters that have ended after the most recent Fiscal Year covered by the Audited Financial Statements and at least 45 days before the Closing Date.

43

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Unimproved Land” means any Real Estate Asset consisting of raw land that is not improved by buildings, structures or improvements intended for income production.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning assigned to such term in Section 2.4(c)(i).

“Unused Fee” has the meaning assigned to such term in Section 3.2(a).

“Unused Fee Rate” has the meaning assigned to such term in Section 3.2(a).

“USA PATRIOT Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 3.6(g).

“▇▇▇▇” or “Weighted Average Remaining Lease Term” means the average remaining Lease term for Leases at any Collateral Pool Property that is not a multifamily, student housing or self storage property, including option or extension periods only to the extent validly exercised, with the term for each Lease weighted based upon the rental revenue attributable to such Lease for the immediately preceding Measurement Period and the average rental revenue associated with all Leases at such Collateral Pool Property. By way of example and clarification only, immediately below is a chart calculating the Weighted Average Remaining Lease Term for two hypothetical leases, “A” and “B” (where “Rev” means the rental revenue derived from such Lease during the relevant Measurement Period):

44

“Wholly-Owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

“Withdrawal Liability” means a liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means any Loan Party and the Administrative Agent.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the

45

46

47

48

For the avoidance of doubt, the Maximum LTC Ratio shall not be used in the determination of the Maximum Collateral Pool Property Availability for any Collateral Pool Property owned by the applicable Subsidiary Guarantor for longer than eighteen (18) months.

The criteria for determining the Maximum Collateral Pool Property Availability for any Collateral Pool Property which is not a “Permitted Property” pursuant to clause (a), (b) or (c) of the definition thereof shall be determined by all the Lenders, in their sole discretion, at the time such Collateral Pool Property is approved as an addition to the Collateral Pool.

49

For avoidance of doubt, the Borrower and ▇▇▇▇▇▇▇ acknowledge and agree that any conversion or continuation of an existing Loan shall be deemed to be a continuation of that Loan with a converted interest rate methodology and not a new Loan. Any automatic conversion or continuation as provided above shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans.

50

51

52

53

54

provided that the foregoing shall not excuse the L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect

55

of which are waived by the Borrower to the extent permitted by applicable law unless actually asserted against Borrower by a third party) suffered by the Borrower that are caused by the L/C Issuer’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

56

57

58

59

60

Each of Borrower and Holdings consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation.

61

62

63

64

65

66

Notwithstanding the foregoing or anything to the contrary provided herein, in calculating the Collateral Pool DSCR, LTV Ratio, LTC Ratio and Property Debt Yield for the purposes of determining whether Borrower is in compliance with the DSC Covenant, Maximum LTV Ratio, Maximum LTC Ratio and Minimum Property Debt Yield (collectively, the “Extension Financial Covenants” and each an “Extension Financial Covenant”), Administrative Agent shall consider any funds being held in Controlled Accounts as if such funds were applied in reduction of the outstanding principal balance of the Borrowings. If, after considering all funds held in the Controlled Accounts, (x) the Collateral Pool DSCR, the LTV Ratio, the LTC Ratio and the Property Debt Yield are in compliance with each of the Extension Financial Covenants, then the provisions of this clause (ii) shall be deemed satisfied, or (y) any of the Collateral Pool DSCR, LTV Ratio, the LTC Ratio or the Property Debt Yield is not in compliance with the applicable Financial Covenant, then, at Borrower’s option (each a “Financial Covenant Cure”), Borrower shall either (A) prepay the Borrowings, without premium or penalty (other than as set forth in Section 3.5), in an amount such that after giving effect to such prepayment Borrower shall be in compliance with the applicable Financial Covenant (such amount, the “Covenant Shortfall Amount”) or (B) deposit the Covenant Shortfall Amount with Administrative Agent in a Controlled Account. If Borrower exercises a Financial Covenant Cure, the requirements of this clause (f)(ii) shall be deemed satisfied.

At such time as Administrative Agent has determined whether the Extension Option Conditions have or have not been satisfied, Administrative Agent will promptly notify Borrower in writing thereof. To the extent the Extension Option Conditions have not been satisfied, Administrative Agent will include in such written notice the specific condition or conditions which failed to be in compliance.

In the event that any of the Financial Covenants are not satisfied as a result of the inclusion of any particular Real Estate Asset as a Collateral Pool Property, then Borrower may, at its option, release such Collateral Pool Property or otherwise exclude it from the relevant calculations and repay the Outstanding

67

Amount of the Loans (subject to the payment of any applicable funding losses resulting from prepayment of SOFR Loans other than on the last day of the applicable Interest Period, including as provided in Section 3.5), such that the applicable Collateral Pool Property requirements and Financial Covenants are met.

Upon satisfaction of the Extension Option Conditions, the Maturity Date shall be extended by the applicable Extension Period, and the terms, conditions, and provisions of this Agreement and the other Loan Documents, as they may have been previously modified by Administrative Agent, Lenders, and the Loan Parties, will remain otherwise unmodified and in full force and effect.

If any Loan Party has deposited Cash Collateral with Administrative Agent pursuant to this Section 2.12 as a Financial Covenant Cure, and the condition that caused such Loan Party to deposit such Cash Collateral no longer exists or has otherwise been remedied, as evidenced by a Compliance Certificate delivered pursuant to Section 6.1(c), then upon written request of Borrower, Administrative Agent shall remit such Cash Collateral to Borrower.

68

69

Administrative Agent will promptly so notify Borrower and each Lender.

Upon notice thereof by Administrative Agent to Borrower, any obligation of the Lenders to make or maintain SOFR Loans, and any right of Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected Interest Periods) or, failing that, Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein, and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3.5. Subject to Section 3.8, if Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until Administrative Agent revokes such determination.

70

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, the L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

71

In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph, all payments and prepayments of principal that would otherwise have been applied to repay the SOFR Loans that would have been made by such Lender or the converted SOFR Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such SOFR Loans, as applicable. For purposes of this paragraph, a notice to the Borrower by any Lender shall be effective as to each SOFR Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such SOFR Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

72

73

74

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

75

76

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

77

78

79

80

For purposes of determining whether the Closing Date has occurred, each Lender that has executed this Credit Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or reasonably acceptable or reasonably satisfactory to the Lead Arranger, Administrative Agent or such Lender, as the case may be, unless such Lender has notified the Administrative Agent of any disagreement prior to the initial Credit Extensions hereunder. Notwithstanding the foregoing, the obligations of the Lenders to make Credit Extension and of the L/C Issuer to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 10.2) at or prior to 5:00 p.m. on July 16, 2025 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

By Administrative Agent’s execution and delivery of this Agreement, Administrative Agent hereby confirms that the conditions specified in this Section 4.1 have been satisfied as of the Agreement Date.

81

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

82

83

84

85

In connection with the addition of the Eligible Property as a Collateral Pool Property and the execution and delivery of the Mortgage and other applicable Collateral Documents, the Borrower shall be responsible for any reasonable, actual out-of-pocket fees, costs or expenses incurred by Administrative Agent (including the reasonable fees, charges and disbursements of outside counsel to the Administrative Agent); any required mortgage recording, intangibles or transfer taxes; any title insurance premiums; any recording charges or other amounts payable in connection with the recording of the Mortgages and Collateral Documents.

86

Upon satisfaction of the foregoing conditions, Administrative Agent shall, as soon as is reasonably practicable, execute such documents and take such actions as necessary to effectuate the release of such Collateral Pool Property from the Lien in favor of Administrative Agent pursuant to the Loan Documents and to release such Collateral Pool Property from the requirements of a “Collateral Pool Property” hereunder and thereunder and the Loan Party owning such Collateral Pool Property from obligations solely with respect to the Collateral Pool Property, other than obligations that survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement.

87

Upon satisfaction of the foregoing conditions, (i) the Conroe Property shall cease to be Collateral Pool Property and Conroe Owner shall cease to be Subsidiary Guarantor, with the same effect as a release effectuated under Section 4.4(a) and 4.4(c) hereof, and (ii) the Modified Availability Period shall commence.

Each of the Loan Parties represent and warrant to the Administrative Agent and the Lenders as of the date hereof and as of each date that such representations and warranties are remade that:

88

89

90

91

92

93

94

95

96

Until the Termination Date, each of the Loan Parties covenants and agrees with the Credit Parties that:

97

98

99

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer of the Borrower or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

100

101

102

103

104

105

106

Until the Termination Date, each Loan Party hereby covenants and agrees with the Credit Parties that:

107

108